Website development agreement cum Terms and Conditions
The parties have agreed that the Developer shall provide the
Customer with website design and development and related
services on the terms and conditions set out in this
1. SCOPE OF THE PROJECT
The Developer shall:
(a) design, develop and deliver the website (Site).
(b) perform all the neccessary testing procedures on the complete website.
(c) deliver an appropriate product to the client so as to satisfy the needs
and full fill their expectations
(d) perform basic SEO(Search Engine Optimization) for the website.
2. DEVELOPMENT AND ACCEPTANCE OF SITE
(1) This clause describes how the Site is to be accepted or understood to be accepted
by the Customer (Acceptance). Here, Acceptance Certificate means the format of
certificate given to the Developer by the Customer to acknowledge Acceptance and
Acceptance Tests mean the tests to be carried out on the Site.
(2) Once the Developer has completed the design and development of the Site in
accordance with the SOW of the Project Plan, the Developer shall invite the Customer to
attend Acceptance Tests.
(3) The Acceptance Tests shall test compliance of the Site with the Site Specification.
The form and detail of such tests is set out in SOW.
(4) The Acceptance Tests shall test compliance of the Site with the Site Specification.
The form and detail of such tests is set out in SOW.
(5) Acceptance of the Site shall occur when the Site has passed the Acceptance
Tests. The Customer shall sign the Acceptance Certificate in respect of the Site and return
it to the Developer as soon as reasonably practicable after Acceptance.
(6) In the event that any Acceptance Tests are not passed, the failures that cause the
relevant tests to be failed (Defects) shall be drawn up and documented by the Developer
and presented to the Customer for discussion on how best to rectify such Defects.
(7) If any failure to pass the Acceptance Tests results from a Defect which is caused
by the Customer, or by one of the Customer's sub-contractors or agents for whom the
Developer has no responsibility (Non-Developer Defect):
(a) the Site shall be deemed to have passed the Acceptance Tests;
(b) the Customer shall sign and return the Acceptance Certificate to the
Developer within five bank working days of Acceptance;
(c) the Developer shall provide all assistance reasonably requested by the Customer
in remedying any Non-Developer Defect by supplying additional services or
(d) if such assistance is requested, the Customer shall pay the Developer in full for
all such additional services and products at the Developer's then current fees and
(8) The Developer shall remedy any Defects promptly in order to ensure that the Site
passes the Acceptance Tests on a retest.
(9) If such a retest demonstrates that the Site is still not in accordance with the Site
Specification, the Customer may, by written notice to the Developer, choose to fix a new
date for carrying out further tests on the Site on the same terms and conditions as the
retest at the Developer’s cost.
3. THIRD PARTY PRODUCTS
The website will be developed using very original and genuine ideas with
no or very less third party codes or snippets used within. Though there will be
inclusions of the world wide accesability scripts like jquery, animate.css and the
few other products of such kinds. The website’s look and design will be new
and original, though.
4. YOUR CONSENT IS NEEDED ON
As our customer, you have the power and ability to enter into this contract on behalf of
your company or organization. You agree to provide us with everything that we need to
complete the project including text, images and other information as and when we need
it, and in the format that we ask for. You agree to review our work, provide feedback
and sign-off approval in a timely manner too. Deadlines work two ways and you will
also be bound by any dates that we set together. You also agree to stick to the payment
schedule set out at the end of this contract.
We have the experience and ability to perform the services you need from us and we
will carry them out in a professional and timely manner. Along the way we will
endeavor to meet all the deadlines set but we can't be responsible for a missed launch
date or a deadline if you have been late in supplying materials or have not approved or
signed off our work on-time at any stage. On top of this we will also maintain the
confidentiality of any information that you give us.
5. SITE CONTENT
(a) The Developer shall update the Site with materials provided from time to
time by the Customer.
(b) The Developer shall indemnify the Customer against all damages, losses
and expenses arising as a result of any action or claim that the content of the Site (other
than the Customer materials) constitutes inappropriate content.
(c) A full detail of the contents of the website are in the SOW.doc file. Kindly
refer to that.
--END OF AGREEMENT DOCUMENT--
Statement Of Work
GENERAL LEGAL TERMS
1.1 Each of the parties warrants to the other that it has full power and authority to enter into
and perform this agreement.
1.2 The Developer shall perform the Services with reasonable care and skill and in
accordance with generally recognised commercial practices and standards.
1.3 The Developer warrants that operation of the Site will be uninterrupted and free of errors,
viruses and material defects and that the Site will perform in accordance with the Site
Specification for a period of 12 months from Acceptance. If the Site does not so perform,
the Developer shall, for no additional charge, promptly ensure that the Site complies with
the Site Specification.
2. Details of works
HTML/CSS layout templates
The project includes XHTML or HTML mark-up and CSS templates, we will develop these using
valid HTML5 mark-up and CSS3 for styling. We will test all our mark-up and CSS in current versions
of all major browsers including those made by Apple, Microsoft, Mozilla and Opera. We will also
test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in
Microsoft Internet Explorer 7 for Windows as this browser is now past its sell-by date.
We will not test these templates in old or abandoned browsers, for example Microsoft Internet
Explorer 5, 5.5 or 6 for Windows or Mac, previous versions of Apple's Safari, Mozilla Firefox or
Opera unless otherwise specified. If you need to show the same or similar visual design to visitors
using these older browsers, we will charge you at the daily rate set out in our original estimate for
any necessary additional code and its testing.
It is the client who provides all the text for the website. By text we mean the descriptions
and other paragraphs written about various things in the webpages. It is the client’s
responsiblity to provide with appropriate and professionally editted text that describes their
services and conincides with the level of the design of the website.
You will be asked to provide the text when the typography of the website is decided and
the developer has started the work on the website. The text provided by you will be
proofread and the developer has full authority to edit and change the text or minimize it
to fit it into several environments of the website. The changes in the texts will be less
than 20%, though.
If needed, you will supply us photographs either in digital or printed format. Any photos used in
the website excluding the background images or abstract wallpapers, which will be
designed by us, should be provided by you in time. The photos can be of client’s products
or other stuff.
Changes and revisions
Developing a website is a highly sophisticated and perplexed process which demands
much planning and management. Therefore the client does not have the freedom to
change his views about the content, design, features, services of the website. Enought
time will be given to the client to ponder over the look of the website and its contents
and features. The client can not ask for the change in the website’s design, content, or
features after a certain interval of time set by the developer. Changing things while we
are already half way into reaching the end is like starting from the begining again and
this wastes a lot of time. If ever there is a very urgent need for the client to make
changes in the website after the work is already started and finished 25% of the tatal,
this would be charged.
The estimate/quotation prices in the payments document of this folder are based on the
number of days that we estimate we'll need to accomplish everything that you have told
us you want to achieve. If you do want to change your mind, add extra pages or templates
or even add new functionality, that won't be a problem. You will be charged the daily
rate set out in the estimate we’ll give you. Along the way we might ask you to put
requests in writing so we can keep track of changes.
We will be installing your site on the server, plus any statistics software such as Google
Analytics; You will have unlimited email support form us for 45 days after the website is
up. This support service can be availed by you to know how to use your site and also
for the management of that web server, plus any support issues you will be up to.
“Did you know customers are 9x more likely to choose a business with a professional
email address? + With a memorable, domain-based email account, you’ll promote your
company with every message. You can even create additional email addresses--like
sales@ or info@--that deliver messages to your inbox.” – godaddy.com
Therefore we’ll be using professional emails for your website.
3. Legal Stuff
We can't guarantee that the functions contained in any web page templates or in a
completed web site will always be error-free and so we can't be liable to you or any
third party for damages, including lost profits, lost savings or other incidental,
consequential or special damages arising out of the operation of or inability to operate
this web site and any other web pages, even if you have advised us of the possibilities
of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason
unenforceable, then that provision shall be deemed severable from this agreement
and shall not affect the validity and enforceability of any remaining provisions.
You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other
artwork that you provide us for inclusion in the web site are either owned by your good selves, or
that you have permission to use them.
When we receive your final payment, copyright is automatically assigned as follows:
You own the graphics and other visual elements that we create for you for this project. We will give
you a copy of all files and you should store them really safely as we are not required to keep them
or provide any native source files that we used in making them.
You also own text content, photographs and other data you provided, unless someone else owns
them. We own the XHTML markup, CSS and other code and we license it to you for use on only
We love to show off our work and share what we have learned with other people, so we also reserve
the right to display and link to your completed project as part of our portfolio and to write about the
project on web sites, in magazine articles and in books about web design.
We also reserve the right to display a link to the developer’s page at the bottom of
everypage in small text so as to credit the developer for the hardwork.
5. Work environment
During this process of development of this website the customer/client has no right to
question about where/when/how is the developer doing the work.
As a freelancer all the work on this website will be done solely by me but I can not be
questioned if a part of this project is given to a fellow or any person of my choice. I hold
the right to get this done either alone or with someone else’s contribution too. This can
be in order to meet the work demands within the deadlines and to complete the project
plans in time.
6. INTELLECTUAL PROPERTY RIGHTS
There are 4 different liscensing models:
Limited license: Client is not allowed to modify any of the work and can only use it
for a specific project, plus we are free to license the same deliverables to other
clients as well.
Exclusive license: like above, but granting the client exclusivity. i.e. Client is not
allowed to modify any of the work and can only use it for a specific project. The
deliverables will never be licensed to other clients.
Exclusive license with some freedom: The client can modify the final
outcome for use on the same website but can not use it anywhere else
without the prior permission of the developer. Any changes made to the
design or code, to use on the same site, should be reported to the
developer in written. The ownership is still with the developer.
Full assignment: upon payment, we assign ownership rights to the client. This is
usually what corporate clients require.
This contract does not provides the ownership of the code to the client after the work is
done. Once the website is ready, all the designs and layouts and typography styles will
still be the developer’s property. This project is based on the “Exclusive license with
some freedom” policy.
If the developer uses any of the pre-existing templates (most unlikely to happen), or any
code snippets from the web. Those will be licensed separately and the client has no right
to remove those licenses from the code or anywhere they are licensed. The
acknowledgement to the actual developer of something awesome is always given to the
developer and removing his/her name from the list is unlawful and punishable.
7. Testing & Acceptance
The Designer shall use commercially reasonable efforts to test Deliverables before
providing them to the Client. If the project includes XHTML or HTML markup and CSS
templates, the Designer will use HTML5 markup and CSS3 for styling. The Designer
will test the markup and CSS in current versions of Safari, Chrome, Firefox, and
Internet Explorer. The complete website will be checked and tested for its
responsiveness, cross-browser compatibility, flat design and professional looks
so as to meet the tough competition in the market about the impressive
The developer will not test the website in older browsers which are no longer
officially available and, unless specifically identified in the Statement of Work.
Though the website will be backward compatible with the older web browsers
8. Failure report
The Client shall promptly review all deliverables, and must notify the Designer of any
failure to conform to the Statement of Work within 10 business days of receipt. If
Designer does not receive a timely notification, the Deliverable will be deemed
accepted. The Client’s notification must clearly identify the problems with the
Confidential Information shall mean all information whether technical or commercial
(including all specifications, drawings and designs, disclosed in writing, on disc, orally or
by inspection of documents or pursuant to discussions between the parties), where the
(a) identified as confidential at the time of disclosure; or
(b) Ought reasonably to be considered confidential given the nature of the
information or the circumstances of disclosure.
Each party shall protect the Confidential Information of the other party against
unauthorised disclosure by using the same degree of care as it takes to preserve and
safeguard its own confidential information of a similar nature, being at least a reasonable
degree of care.
10. Data Protection
The Developer warrants that, to the extent it processes any Personal Data on behalf of
(a) it shall act only on instructions from the Customer; and
(b) it has in place appropriate technical and organisational security measures
against unauthorised or unlawful processing of Personal Data and against accidental loss
or destruction of, or damage to, Personal Data.
The website will be developed with security in mind and will surely have a very
simple and solved out backend programming structure which will be highly secure
and liable. But this contract does not cover the security analysis of the website.
The developer may not be resoponsible for the any security breech incurred by
the website after the credentials have been handed over to the client.
It is the duty of the client to have VAPT(Vulnerablity Assessment and Penetration
Testing) of their website done by some professionals which will ensure securtiy
of the visitors and the reputation of the website. The security professionals who
provide such services can be recommended by us.
12. Updation and maintenance
This contract does not covers the updation or maintenance of the website by any
means after the project has been completed and accepted by the client. No
assistance in maintenance work of the website will be provided by the developer
after 20 days of the acceptance date.
13. Term and Termination
13.1 This agreement shall commence on the Effective Date and shall (subject to earlier
termination pursuant to this clause) terminate automatically on Acceptance of the Site and
payment of all outstanding sums.
13.2 Either party may terminate this agreement immediately at any time by written
notice to the other party if:
(a) that other party commits any material breach of its obligations under this
agreement which (if remediable) is not remedied within 14 days after the service of written
notice specifying the breach and requiring it to be remedied; or
(b) that other party becomes insolvent or there is a change of control at the
other party, or the other party ceases to trade; or
13.3 On expiry or termination of this agreement:
(a) all licences granted to the Developer under this agreement shall terminate
(b) the Developer shall promptly return all Customer materials and all copies
of the Site Specification to the Customer, and shall provide to the Customer an electronic
copy of the Site (including all content on the Site); and
All provisions of this agreement shall cease to have effect, except that any provision
which can reasonably be inferred as continuing or is expressly stated to continue shall
continue in full force and effect.
We are sure you understand how important it is as a small business that you pay the
invoices that we send you promptly. As we're also sure you'll want to stay friends, you
agree to stick tight to the following payment schedule, which will be as listed in payments
document, but may be revised based on further conversations between us.
15. Kill Fee
If the client cancels the project after we have already started working, we need to be
paid a percentage, or at least a fixed cancellation penalty. The work once started
on the website implies that a couple of weeks have already been spent in
the planning of the website. So this Kill fee will confirm either the completion
of this project from both the sides or the payment of a 40% of the amount to
the developer so as to compensate the time spent in the work done.
16. Entire Agreement
Except as provided in this clause, neither party shall have any remedy in
respect of any untrue statement (whether written or oral) made to it on which
it relied in entering into this agreement (Misrepresentation), and neither party
shall have any liability other than pursuant to the express terms of this
agreement. Nothing in this agreement shall exclude or limit either party's liability
for any Misrepresentation made knowing that it was untrue. Each party's liability
for Misrepresentation as to a fundamental matter, including as to a matter
fundamental to that party's ability to perform its obligations under this
agreement, shall be subject to the limit set out in the Limitation of Liability
This document, along with “Website development agreement cum Terms and Conditions.docx” and
“Payments.docx”, is editable with no prior information to the client. But the changes will be informed right