Website Development Agreement (India)
WEBSITE DEVELOPMENT AGREEMENT
Governed by the Information Technology Act 2000 and Copyright Act 1957
This Website Development Agreement is entered into on [Agreement Date] at [Agreement City] between:
(1) [Client Name] (PAN: [Client PAN], GSTIN: [Client GSTIN]), having its office at [Client Address] (hereinafter referred to as "the Client"); and
(2) [Developer Name] (PAN: [Developer PAN], GSTIN: [Developer GSTIN]), having its office at [Developer Address] (hereinafter referred to as "the Developer").
The Client and the Developer are collectively referred to as the "Parties" and individually as a "Party".
1. SCOPE OF WORK
1.1 The Developer agrees to design, develop, test, and deliver the following website for the Client:
[Website Description]
1.2 The project shall be completed by [Project Deadline], subject to the Client providing timely feedback, approvals, and content as required.
1.3 The Developer shall deliver [Revision Rounds] of revisions at each milestone stage. Additional revision rounds beyond this number shall be billed at an hourly rate agreed in writing.
2. MILESTONES AND DELIVERABLES
2.1 The project shall be executed in the following milestone stages: (i) Requirements sign-off and project kickoff; (ii) UI/UX design and wireframes (client approval required); (iii) Frontend development; (iv) Backend development and integration; (v) Testing, UAT, and bug fixes; (vi) Go-live and source code handover.
2.2 The Client shall provide written approval or feedback on each deliverable within 7 business days of delivery. Failure to respond within this period shall constitute deemed approval.
2.3 Delays caused by the Client's failure to provide timely approvals, content, or access shall not constitute a breach by the Developer and shall extend the project timeline proportionately.
3. INTELLECTUAL PROPERTY
3.1 Upon receipt of full payment, the Developer hereby assigns to the Client all copyright and other intellectual property rights in the website, including source code, design files, graphics, and documentation created specifically for this project. This assignment is made in accordance with Section 19 of the Copyright Act 1957 and is signed by the Developer as assignor.
3.2 The Developer retains ownership of all Background IP (pre-existing tools, frameworks, libraries, and code). The Developer grants the Client a perpetual, royalty-free licence to use all Background IP incorporated into the website.
3.3 All open-source components used in the website shall be disclosed to the Client. The Client acknowledges that such components are subject to their respective open-source licences.
3.4 The Developer retains the right to display the website in their portfolio and to credit themselves as the developer, unless the Client requests otherwise in writing.
4. PAYMENT TERMS
4.1 The total project fee is [Total Fee] (exclusive of GST). Payment shall be made in tranches: (i) [Advance Percent] advance on signing of this Agreement; (ii) 40% upon completion of UI/UX design approval; (iii) balance upon go-live and source code delivery.
4.2 The Developer shall raise GST-compliant invoices for each payment tranche. GST at 18% shall be charged on all invoices under the CGST Act 2017.
4.3 The Client shall deduct TDS at 10% on the payment under Section 194J of the Income Tax Act 1961 as fees for technical services and shall deposit the TDS with the Income Tax Department by the 7th of the following month.
4.4 Source code shall be delivered to the Client only upon receipt of full and final payment including all outstanding invoices.
5. WARRANTY AND DEFECT LIABILITY
5.1 The Developer warrants that the website shall be free from material defects and shall perform substantially in accordance with the agreed specifications for [Warranty Period] following the go-live date.
5.2 The Developer shall fix any defects reported by the Client during the warranty period at no additional charge, provided such defects arise from the Developer's work and not from client-side modifications, third-party integrations, or hosting environment issues.
5.3 The warranty does not cover features or functionality not specified in the agreed scope, defects arising from the Client's modifications, or compatibility issues with new browser versions or operating system updates released after go-live.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement shall be governed by the laws of India, including the IT Act 2000, Copyright Act 1957, and Indian Contract Act 1872.
6.2 Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration under the Arbitration and Conciliation Act 1996, with the seat of arbitration at [Agreement City].
Client (Authorised Signatory)
________________
Signature
Developer (Authorised Signatory)
________________
Signature
What Is a Website Development Agreement (India)?
A Website Development Agreement in India governs the arrangement between the parties and the conditions on which it operates.
Governed by the IT Act 2000 and the Copyright Act 1957, this agreement establishes who owns the finished website and its underlying code, what milestones and deliverables apply, how many revision rounds are permitted, and what payment terms govern the engagement. The IT Act 2000 grants legal recognition to electronic contracts (Section 10A) and imposes data security obligations on bodies corporate handling personal data (Section 43A).
The Copyright Act 1957 is particularly significant because without a written IP assignment, the developer — not the paying client — owns the copyright in the website code and design. Section 19 requires any assignment of copyright to be in writing and signed.
GST at 18% applies to website development services. TDS under Section 194J of the Income Tax Act 1961 at 10% is deductible on payments for technical services. The agreement must reflect these tax obligations clearly.
The legal framework governing the Website Development Agreement (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Website Development Agreement (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Website Development Agreement (India)?
You need an India Website Development Agreement whenever you engage a web developer, design agency, or technology company to build, redesign, or significantly modify a website or web application for your business. This covers e-commerce platforms, corporate websites, booking systems, SaaS web applications, and any other web-based product.
You need this agreement before work begins — not after a dispute arises over who owns the code or whether the developer has been paid correctly. Without a written agreement, you risk disputes over IP ownership (the developer owns the code by default under the Copyright Act 1957), payment obligations, revision scope, and project timelines.
You need this agreement whenever the website will collect, store, or process personal data of Indian users. Data protection obligations under the IT Act 2000 and the forthcoming Digital Personal Data Protection Act 2023 must be addressed in the contract, including what data the developer can access, how it must be secured, and what happens to data on project completion.
You also need this agreement to document GST obligations. The developer must charge 18% GST on their fees, and the client must deduct TDS at 10% under Section 194J — both obligations that must be clearly agreed in writing.
Parties in India should prepare a Website Development Agreement (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Website Development Agreement (India)
A thorough India Website Development Agreement should contain the following key elements.
Parties: Full legal names, addresses, CIN, PAN, and GSTIN of both the client and the developer.
Scope of Work: Detailed description of the website to be built, including platform (e.g., WordPress, React, custom), number of pages, functional requirements, mobile responsiveness, and any third-party integrations (payment gateways such as Razorpay or PayU, SMS gateways, APIs).
Milestones and Timeline: Project milestones with deliverables, due dates, and client approval periods. Deemed approval provisions for client inaction beyond the approval window.
Revision Rounds: Number of permitted revision rounds at each milestone stage, definition of a revision versus a new requirement, and additional cost provisions for out-of-scope work.
Intellectual Property: Written assignment of all foreground IP (Copyright Act 1957 Section 19), licence for background IP, disclosure of open-source components and their licence terms.
Payment Terms: Total fee in INR, milestone payment schedule, GST at 18%, TDS deduction under Section 194J, and payment timelines.
Hosting and Domain: Responsibilities for web hosting, domain registration, SSL certificates, and ongoing maintenance post-launch.
Warranty and Defect Liability: Post-launch defect liability period (typically 30–90 days), scope of warranty coverage, and exclusions.
Confidentiality and Data Protection: Obligations under IT Act 2000 Section 43A, restrictions on developer access to client data, and data deletion on project completion.
Termination and IP on Termination: Rights and obligations on termination, including delivery of work-in-progress and IP rights upon final payment.
Governing Law: Indian law, arbitration under the Arbitration and Conciliation Act 1996, and jurisdiction.
Additional compliance elements for a Website Development Agreement (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Website Development Agreement (India) (India) [Legal document template]. Forms Legal. https://forms-legal.com/india/business/contracts/website-development-agreement-india
"Website Development Agreement (India) (India)." Forms Legal, 2026, https://forms-legal.com/india/business/contracts/website-development-agreement-india.
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title = {Website Development Agreement (India) (India)},
year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/contracts/website-development-agreement-india}},
note = {Free legal document template. Based on Indian Contract Act, 1872}
}Also available for these jurisdictions:
Frequently Asked Questions
Ownership of website code, design, and content created during a website development project in India is determined by the Copyright Act 1957 and the terms of the development agreement. Under Section 17 of the Copyright Act, when a work is created by an independent contractor (i.e., under a contract for services, not a contract of service/employment), the developer/contractor is the default first owner of copyright in the work, not the client. This means that without a written assignment, the client who paid for the website does not automatically own the copyright in the code, graphics, or design. To secure full ownership, the website development agreement must contain an explicit, written assignment of copyright from the developer to the client. Under Section 19 of the Copyright Act 1957, an assignment of copyright must be in writing and signed by the assignor or their authorised agent. The assignment should cover: the source code and object code of the website; all graphic designs, user interface elements, icons, and visual works; any databases created for the website; and all documentation and technical specifications. A critical distinction must be drawn between 'foreground IP' (works created specifically for the project) and 'background IP' (pre-existing tools, libraries, frameworks, or code owned by the developer before the project). Best practice is to assign all foreground IP to the client while granting the client a perpetual, royalty-free licence to use any background IP incorporated into the website.
Tax Deducted at Source (TDS) applies to payments made for website development services in India under the Income Tax Act 1961. The applicable TDS provision depends on the nature of the developer — whether they are an individual/HUF or a company — and how the payment is characterised. For payments to resident developers for 'technical services' (which includes software development, website design, and IT consulting), TDS is deductible under Section 194J of the Income Tax Act 1961 at the rate of 10% of the gross payment, applicable when the aggregate payment in a financial year exceeds ₹30,000. For payments to individual or HUF developers where the income is treated as 'fees for technical services,' the rate remains 10%. If the payment is characterised as a 'work contract' (which can apply when the developer supplies both materials/software and services), TDS may alternatively apply under Section 194C at 1% (for individual/HUF contractors) or 2% (for company contractors), applicable when the aggregate payment exceeds ₹30,000 per contract or ₹1,00,000 in a financial year. The characterisation of the payment as Section 194C vs Section 194J can be disputed — the safer practice for clients is to apply Section 194J (10%) for software development services. For payments to non-resident developers or foreign companies, TDS applies under Section 195 of the Income Tax Act at rates prescribed in the relevant Double Taxation Avoidance Agreement (DTAA) or at applicable domestic rates, whichever is beneficial.
Milestones in a website development agreement in India serve both as project management checkpoints and as payment triggers. A well-structured milestone framework protects the client by linking payment to verified progress and protects the developer by ensuring timely payment upon delivery of agreed outputs. A typical website development project in India may be structured around five to six milestones. Milestone 1 — Project Kickoff and Requirements Sign-off (10–20% of total fee): Payment upon execution of the agreement and approval of the Project Requirements Document or functional specification. Deliverable: signed requirements document. Milestone 2 — UI/UX Design and Wireframes (15–20%): Delivery and client approval of website wireframes, user interface mockups, and design prototypes. Deliverable: approved design files. Milestone 3 — Frontend Development (20–25%): Delivery of coded frontend (HTML, CSS, JavaScript) aligned with approved designs. Deliverable: functional frontend on development server. Milestone 4 — Backend Development and Integration (20–25%): Delivery of functional backend, database, and third-party integrations (payment gateways, APIs). Deliverable: working application on staging server. Milestone 5 — Testing, Bug Fixes, and UAT (10–15%): User Acceptance Testing by the client, resolution of agreed defects, and sign-off. Deliverable: UAT sign-off document. Milestone 6 — Go-Live and Handover (10–15%): Deployment to production, handover of source code, credentials, and documentation.
A Website Development Agreement (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Website Development Agreement (India) does not legally require a lawyer in India, though legal advice is recommended. Under Indian law, the Indian Contract Act 1872 governs agreements. The Companies Act 2013 and Registrar of Companies (ROC) regulate corporate documents. The Information Technology Act 2000 governs electronic contracts and data protection. The Consumer Protection Act 2019 provides consumer rights. The Income Tax Act 1961 requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Indian advocate for significant transactions. Under India law, Indian Contract Act, 1872, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). Forms-legal.com provides this template as a starting point for India-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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