Website Development Agreement (New Zealand)

A Website Development Agreement in New Zealand records the website development to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Companies Act 1993.

New Zealand's digital economy is significant and growing, with the government's Digital Economy and Digital Government Strategies driving increased investment in websites, web applications, and digital services. Websites are often mission-critical business assets, making a thorough development agreement essential for protecting both parties.

A Website Development Agreement covers the complete project from initial scoping through design, development, testing, and launch. Key elements include the project scope (pages, features, and integrations), the technology platform (e.g., WordPress, Shopify, Next.js, or custom development), design milestones, the number of revision rounds included, the content supply process (who provides text, images, and media), the timeline and launch date, the fee structure and payment schedule, intellectual property ownership (a critical issue in New Zealand given the Copyright Act 1994 default position), hosting arrangements, the defect warranty period after launch, and ongoing maintenance terms.

Many New Zealand websites must also comply with the Web Content Accessibility Guidelines (WCAG) 2.1, particularly websites operated by or for government agencies, and websites covered by the Human Rights Act 1993 non-discrimination obligations. A Website Development Agreement should address accessibility requirements where applicable.

Domain name control is another practical issue that should be addressed: clients should confirm that domain registration and DNS control is held in their own name, not by the developer, to avoid complications if the development relationship ends. New Zealand domains are administered by InternetNZ, and .co.nz registrations must be renewed annually through an accredited registrar.

Under section 21 of the Copyright Act 1994, copyright in a website built by an independent contractor vests in the developer by default — not the commissioning client. Without a written IP assignment clause in the Website Development Agreement, a New Zealand business may find it does not own the website it paid to have built. This is one of the most common and costly mistakes made by New Zealand businesses engaging web developers, and it is why a properly drafted Website Development Agreement is essential for any web project.

Several key statutes apply to New Zealand website development. Section 21 of the Copyright Act 1994 establishes that copyright in contractor-created websites vests in the developer by default, not the client — making an IP assignment clause indispensable. Section 9 of the Fair Trading Act 1986 prohibits misleading conduct, including misrepresentations about a developer's qualifications, experience, or the website's capabilities. Section 11 of the Privacy Act 2020 sets out the information privacy principles that apply to websites collecting personal data from New Zealand individuals, including obligations around collection, storage, use, and disclosure of personal information. The Human Rights Act 1993 and WCAG 2.1 accessibility standards apply to many New Zealand websites, particularly those operated by or for government agencies under the New Zealand Government Web Standards administered by the Department of Internal Affairs (DIA).

A Website Development Agreement is needed in New Zealand in all of these situations:

**New website build:** Any New Zealand business commissioning a new website from an external developer or agency should have a written agreement specifying scope, timeline, fees, and IP ownership before work begins.

**Website redesign or redevelopment:** Major redesigns involving significant new code or design require a fresh development agreement to address IP ownership of the new elements under the Copyright Act 1994.

**E-commerce development:** Websites incorporating online stores, booking systems, or payment gateways require thorough agreements addressing consumer law compliance under the Fair Trading Act 1986 and Consumer Guarantees Act 1993, payment gateway integration, and ongoing maintenance.

**Web application development:** Complex web-based applications (portals, management platforms, customer-facing tools) require the same protections as software development agreements, particularly around IP ownership and acceptance testing.

**Government and public sector websites:** New Zealand government agencies and Crown entities procuring websites must comply with the Government Rules of Sourcing and require formal written contracts, including provisions for accessibility (WCAG 2.1), security (NZISM), and Privacy Act 2020 compliance.

**Non-profit and iwi websites:** Community organisations, charities registered under the Charities Act 2005, and Māori organisations procuring websites benefit from clear agreements that protect their brand and confirm IP is vested in the organisation.

**Franchise and chain websites:** Franchise groups and retail chains commissioning websites for their network need agreements that address IP ownership across the group, governed by the Contract and Commercial Law Act 2017, with disputes resolved by the High Court of New Zealand.

**Māori and iwi organisations:** Māori organisations, iwi authorities, and Māori businesses commissioning websites to promote their services, culture, and commerce need agreements that confirm IP ownership is vested in the organisation and that address cultural intellectual property considerations under New Zealand law.

**Health and medical websites:** New Zealand health providers, medical practices, and health apps collecting patient information must comply with the Health Information Privacy Code 2020 (issued under the Privacy Act 2020) in addition to the general Privacy Act 2020 obligations. A Website Development Agreement for a health website should specifically require the developer to build features compliant with Section 11 of the Privacy Act 2020 and the Health Information Privacy Code 2020, including secure data storage and breach notification capabilities.

A thorough Website Development Agreement for New Zealand should include:

**Project scope:** Number of pages, specific features and functionality, integrations (e.g., Xero, MYOB, Google Analytics, Mailchimp, WooCommerce), content management system (CMS), mobile responsiveness requirements, and any e-commerce requirements. An ambiguous scope is the most common source of disputes in New Zealand web development projects — the more precisely the scope is defined, the better protected both parties are.

**Design process:** Number of design concepts presented, revision rounds included in the quoted price, the design approval process, and what happens if the client cannot agree on a design within the agreed timeframe.

**Timeline:** Project start date, key milestones with target dates in DD/MM/YYYY format (design approval, development complete, client review period, launch date), and provisions for delays caused by the client's failure to supply content or approvals.

**Content supply:** Who supplies website content (text, images, video, documents), the client's content submission deadline, and what happens if the client delays content delivery — including whether the developer may charge for rework caused by late or incomplete content.

**Fees and payment:** Total project fee in NZD excluding GST at 15% under the Goods and Services Tax Act 1985, payment milestones (e.g., 50% deposit on signing, 50% balance on launch), invoicing terms, and additional work rates beyond the agreed scope.

**Intellectual property:** Assignment of all copyright in custom code and design to the client on full payment of all fees, under section 21 of the Copyright Act 1994. The developer retains ownership of pre-existing tools, frameworks, and libraries with a perpetual licence granted to the client. Stock image and font licence terms must also be addressed.

**Domain and hosting:** Hosting provider and server location (preferably in New Zealand or Australia for Privacy Act 2020 data sovereignty considerations), who manages and pays for ongoing hosting costs, confirmation that domain registration and DNS control is held in the client's name through InternetNZ, and SSL certificate responsibility.

**Privacy compliance:** Privacy policy drafted to meet the Privacy Act 2020 and the 13 information privacy principles, cookie consent notices, and any data collection forms (contact forms, newsletter signups, checkout forms) built to New Zealand legal standards. The mandatory notifiable privacy breach obligation under the Privacy Act 2020 should also be addressed.

**Acceptance testing and defect warranty:** Client review period after launch (typically 10–20 business days), process for reporting defects, and defect warranty period (typically 30–90 days after launch) during which the developer will fix material bugs at no additional charge.

**Ongoing maintenance:** Whether security patches, CMS updates, backups, and content updates are included in the project price or available as a separate monthly maintenance retainer in NZD.

**Limitation of liability:** Cap on the developer's liability (typically the total fees paid) and exclusion of indirect loss, consistent with the Consumer Guarantees Act 1993 and Contract and Commercial Law Act 2017.

**Governing law:** New Zealand law under the Contract and Commercial Law Act 2017, Copyright Act 1994, and Privacy Act 2020, with the High Court of New Zealand having jurisdiction. The forms-legal.com Website Development Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements under Section 21 of the Copyright Act 1994, Section 9 of the Fair Trading Act 1986, Section 11 of the Privacy Act 2020, and the Contract and Commercial Law Act 2017, with disputes resolved by the High Court of New Zealand.