Web design and development terms and conditions

Price:  £14.50(Inc. 20% VAT)(£12.08 Exc. VAT)

T&Cs which may be particularly suitable for a web designer or developer contracting with multiple clients on the same terms.

Author: Alasdair Taylor
Updated: 18 January 2021
Length: 14 pages (min.)
Notes: 14 pages (min.)
Format: MS Word (.DOCX)

This template web design and development T&Cs document can be used to define and govern the legal relationship between a web designer or developer and his or her clients. 

As with our web design and development agreement, this document includes a range of options for dealing with copyright and other rights in a website: an assignment, a licence or a mixed licence/assignment. One common choice is for the rights in the "design elements" of the website to be assigned to the customer whereas the rights in the "software elements" are licensed to the customer.

A skeleton statement of work is provided with this document. Both of the parties should agree and sign the statement of work. NB Section 90(3) of the Copyright, Designs and Patents Act 1988 says that “an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor”. 

The standard version of this document includes various provisions that are omitted from the basic version. These omitted provisions include an acceptance procedure, rights to revert/terminate assignments and licences in the case of non-payment, a representatives clause, clauses covering confidentiality and data processing, and various other more sophisticated versions of simple clauses found in the basic document.

Similarly, the premium version includes provisions that are omitted from the standard version, covering such matters as project management, contract changes, website set-up, ongoing development services, laws regulating the export of software and staff poaching.

All versions of this document are included in our web design and development pack.

The contents if the premium version of this T&Cs document are as follows.


  1. Definitions
  2. Term
  3. Development Services
  4. Set Up Services
  5. Acceptance procedure
  6. Additional Development Services
  7. Second Party obligations
  8. Second Party Materials
  9. Intellectual Property Rights
  10. Reversion of assignments and licences
  11. First Party Credit
  12. Representatives
  13. Management
  14. Change control
  15. Charges
  16. Expenses
  17. Timesheets
  18. Payments
  19. Confidentiality obligations
  20. Publicity
  21. Data protection
  22. Warranties
  23. Acknowledgements and warranty limitations
  24. Indemnities
  25. Limitations and exclusions of liability
  26. Force Majeure Event
  27. Termination
  28. Effects of termination
  29. Non-solicitation of personnel
  30. Notices
  31. Subcontracting
  32. Assignment
  33. No waivers
  34. Severability
  35. Third party rights
  36. Variation
  37. Entire agreement
  38. Export control
  39. Law and jurisdiction
  40. Interpretation


  1. Introduction
  2. Change details
  3. Impact of Change
  4. Agreement to Change


  1. Second Party details
  2. Specification of Website
  3. Rights in Website to be assigned
  4. Second Party Materials
  5. Third Party Materials
  6. Set Up Services
  7. Timetable
  8. Financial provisions
  9. Representatives
  10. Contractual notices

I need to hand over a database of customer information, including names and addresses, to the web developer. How does the agreement treat this kind of personal data transfer?

The standard and premium T&Cs include a data processor clause. Under English law, where a data controller transfers personal data to a data processor, certain criteria must be fulfilled for the transfer to be lawful. The purposes of the data processor clause is to help fulfil those criteria - although the clause will not be sufficient in every case, and you should take legal advice if you are unsure of your obligations in respect of a data transfer.

What does the charges and payment clause in these terms and conditions cover?

The clause is fairly standard. It defines the conditions under which the developer may issue invoices, and specifies that the customer will have an obligation to pay such invoices within a specified period (eg 14 or 30 days). The dates or timetable for the issuing of invoices should be set out in the schedule.

The clause also includes a provision clarifying that all statements of the charges are assumed to be exclusive of VAT, unless the context suggests otherwise.

The method or methods by which payment should be made made are defined. For instance, you could specify that payments must be made by debit or credit card, bank transfer or cheque.

Where a payment is not received by the due date, the customer will usually be in breach of contract. In addition to a right to sue for the charges, the template includes a clause allowing the developer to claim interest on overdue charges. Interest may be at a defined rate or at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.

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