Website Development Agreement (UK)
This Website Development Agreement (the “Agreement”) is entered into on [Effective Date] by and between:
[Client Name], [Who Client], with its registered or principal address at [Client Address], [Client City], [Client County], [Client Postcode] (hereinafter referred to as the “Client”); and
[Developer Name], [Who Developer], with its registered or principal address at [Developer Address], [Developer City], [Developer County], [Developer Postcode] (hereinafter referred to as the “Developer”).
The Client and the Developer are referred to collectively as the “Parties”.
BACKGROUND
The Client wishes to commission the Developer to design, develop, and deliver the website project known as [Project Name] (the “Project”), and the Developer agrees to carry out the Project on the terms set out in this Agreement.
1. DEFINITIONS
1.1 In this Agreement:
- “Website” means the website and associated digital assets to be designed and developed by the Developer as described in clause 2.
- “Deliverables” means the specific outputs listed in clause 2.2.
- “Project Fee” means £[Project Fee] (exclusive of VAT), payable in accordance with clause 4.
- “Background IP” means all intellectual property rights owned or licensed by the Developer prior to the date of this Agreement or developed independently of the Project.
- “Project IP” means all intellectual property rights created specifically for the Client as part of the Project.
2. SCOPE OF WORK
2.1 The Developer shall design, develop, and deliver the following website:
[Project Description]
2.2 The Deliverables to be provided under this Agreement are:
[Deliverables]
2.3 The Developer shall complete the Project and deliver the Deliverables by [Completion Date] (the “Completion Date”).
2.4 The Developer shall carry out all development work with reasonable care and skill in accordance with the implied term under Section 13 of the Supply of Goods and Services Act 1982.
2.5 Any changes to the agreed scope of work must be agreed in writing by both Parties. The Developer reserves the right to charge additional fees for work that falls outside the agreed scope.
3. CLIENT OBLIGATIONS
3.1 The Client shall:
- provide all content, assets, branding guidelines, login credentials, and other materials required by the Developer in a timely manner;
- review and approve or request revisions to deliverables within 5 business days of receipt;
- designate a named contact with authority to approve designs and give instructions;
- ensure that all content provided by the Client does not infringe the intellectual property rights or privacy rights of any third party; and
- pay all sums due under this Agreement on the dates specified.
3.2 The Client acknowledges that any delay in providing required content or approvals may result in a corresponding delay to the Completion Date, for which the Developer shall not be liable.
4. FEES AND PAYMENT
4.1 In consideration of the Deliverables, the Client shall pay the Developer the Project Fee of £[Project Fee] (exclusive of VAT) in accordance with the following milestone schedule:
[Payment Milestones]
4.2 Where the Developer is registered for VAT, VAT at the prevailing rate shall be added to all invoices. The Developer shall provide valid VAT invoices.
4.3 Invoices are payable within 14 days of the invoice date. The Developer reserves the right to charge statutory interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 The Developer may suspend work on the Project if any payment is overdue by more than 14 days, without prejudice to any other rights or remedies.
5. INTELLECTUAL PROPERTY
5.1 [Ip Ownership]. All intellectual property rights in work product created by the Developer specifically for the Project are governed as follows. Under the Copyright, Designs and Patents Act 1988 (CDPA 1988), the Developer as an independent contractor retains copyright in the work product unless it is expressly assigned to the Client.
5.2 The Developer’s Background IP shall at all times remain the exclusive property of the Developer. The Developer grants the Client a perpetual, royalty-free, non-exclusive licence to use the Background IP to the extent necessary to use, maintain, and operate the Website.
5.3 The Client warrants that all content, images, logos, trademarks, and other materials provided by the Client to the Developer are owned by the Client or that the Client has all necessary licences and permissions to use them. The Client shall indemnify the Developer against any third-party claims arising from a breach of this warranty.
6. ACCESSIBILITY AND LEGAL COMPLIANCE
6.1 The Developer shall use reasonable endeavours to develop the Website to meet [Accessibility Standard] accessibility standards. Compliance with the Public Sector Bodies (Websites and Mobile Applications) Accessibility Regulations 2018 is the Client’s responsibility where those Regulations apply.
6.2 The Developer shall use reasonable endeavours to develop the Website in compliance with the Electronic Commerce (EC Directive) Regulations 2002 (as retained in UK law) insofar as they relate to website design and disclosure obligations.
6.3 The Client is solely responsible for ensuring the Website’s content, terms of service, privacy policy, and cookie notice comply with applicable laws, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and the Consumer Rights Act 2015.
7. ACCEPTANCE TESTING
7.1 Upon completion of the Website, the Developer shall deploy the Website to a staging environment for the Client’s review and acceptance testing.
7.2 The Client shall, within 10 business days of notification of delivery, either: (a) notify the Developer in writing of any defects or non-conformances with the agreed specification; or (b) accept the Website in writing.
7.3 The Developer shall remedy any material defects notified by the Client within a reasonable time. Minor issues that do not prevent the use of the Website shall not prevent acceptance.
7.4 If the Client does not provide written notification of defects within 10 business days of delivery, the Client shall be deemed to have accepted the Website.
8. CONFIDENTIALITY
8.1 Each Party shall keep confidential all non-public proprietary information of the other Party disclosed in connection with this Agreement and shall not disclose such information to any third party without prior written consent, except where required by law.
8.2 The Developer may include a brief reference to the Project in its portfolio and marketing materials unless the Client provides written notice that the Project is confidential.
9. DATA PROTECTION
9.1 Each Party shall comply with the Data Protection Act 2018 and the UK GDPR in respect of any personal data processed in connection with this Agreement.
9.2 Where the Developer processes personal data on behalf of the Client (for example, in the course of developing a website that handles user registrations or orders), the Developer shall act as a data processor in accordance with Article 28 of the UK GDPR and shall process such data only on the Client’s documented instructions.
10. LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.
10.2 Subject to clause 12.1, the Developer’s total aggregate liability under or in connection with this Agreement shall not exceed the total Project Fee paid by the Client.
10.3 The Developer shall not be liable for any indirect or consequential loss, loss of profits, loss of business, or loss of data arising out of or in connection with this Agreement.
10.4 The Developer makes no warranty that the Website will be free from all defects, errors, or security vulnerabilities. The Developer shall use reasonable skill and care in developing the Website.
11. TERMINATION
11.1 Either Party may terminate this Agreement by written notice if the other Party commits a material breach and fails to remedy it within 14 days of written notice; or if the other Party becomes insolvent or enters administration.
11.2 If the Client terminates this Agreement other than due to the Developer’s material breach, the Client shall pay the Developer for all work completed and expenses reasonably incurred up to the date of termination.
11.3 Upon termination or completion of the Project, each Party shall return or destroy the other Party’s confidential information.
12. GENERAL
12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to the Project and supersedes all prior agreements and representations.
12.2 Variation. No variation shall be effective unless made in writing and signed by both Parties.
12.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
12.4 Third Party Rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
12.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.
12.6 Relationship. Nothing in this Agreement creates a partnership, agency, employment, or joint venture between the Parties. The Developer is an independent contractor.
13. GOVERNING LAW AND JURISDICTION
13.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Governing Law].
13.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Website Development Agreement as at the date first written above.
THE CLIENT
Full name: [Client Name]
Address: [Client Address], [Client City], [Client County], [Client Postcode]
THE DEVELOPER
Full name: [Developer Name]
Address: [Developer Address], [Developer City], [Developer County], [Developer Postcode]
Client
________________
Signature
Date: ________________
Developer
________________
Signature
Date: ________________
What Is a Website Development Agreement (UK)?
A Website Development Agreement in the United Kingdom sets the service levels, data-handling duties, fees, and liability terms under which the technology or platform is supplied, and takes its legal force from the Supply of Goods and Services Act 1982.
Under English law, a website development agreement is a contract for services, subject to the Supply of Goods and Services Act 1982. Section 13 of that Act implies a term that the developer will carry out the services with reasonable care and skill — providing the client with a baseline standard of technical performance alongside any express warranty terms in the agreement.
Intellectual property is one of the most commercially significant aspects of any website development engagement. Under the Copyright, Designs and Patents Act 1988 (CDPA 1988), copyright in computer programs, website code, and design elements is a literary work (Section 3) and is automatically owned by its creator. Because a freelance developer or development agency is not an employee of the client, the default position under English law is that the developer retains copyright in the work product unless the contract expressly assigns it to the client. A written assignment signed by the developer is required to transfer copyright.
Digital content delivered to consumers is separately regulated by the Consumer Rights Act 2015, which implies terms that digital content must be of satisfactory quality, fit for a particular purpose, and as described. For business-to-business website development agreements, the Unfair Contract Terms Act 1977 applies, and any exclusion of liability for negligence or breach of contract must satisfy a reasonableness test.
Website accessibility is an increasingly important legal consideration in England and Wales. The Public Sector Bodies (Websites and Mobile Applications) Accessibility Regulations 2018 require public sector bodies to comply with WCAG 2.1 AA. Private sector websites may face claims under the Equality Act 2010 where their inaccessibility constitutes a failure to make a reasonable adjustment for disabled persons.
The legal framework governing the Website Development Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Website Development Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Website Development Agreement (UK)?
A website development agreement should be used whenever a business or individual commissions a developer or web agency to design, build, or significantly redevelop a website or web application. The most common situations in England and Wales include:
Commissioning a new business website, e-commerce platform, or web application from a freelance developer or web agency. Without a written agreement, disputes about project scope, payment, intellectual property ownership, and bug fixes are extremely common and expensive to resolve.
Engaging a developer to build a bespoke web application (such as a customer portal, booking system, or SaaS platform) where the client will rely on the application commercially. In these cases, ownership of the source code is particularly critical, and the agreement should include an express IP assignment or a licence on appropriate terms.
Redeveloping or significantly upgrading an existing website, where a clear specification of what is in and out of scope, and a mechanism for managing change requests (to avoid scope creep), is essential.
Where the website will collect, store, or process personal data (including user registrations, e-commerce transactions, or contact forms), a written data processing agreement or data protection clause in the development agreement is required under Article 28 of the UK GDPR and the Data Protection Act 2018.
Where the client needs the website to comply with specific legal requirements, such as the Electronic Commerce (EC Directive) Regulations 2002, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (for B2C e-commerce), the Privacy and Electronic Communications Regulations 2003 (for cookie compliance), or the Public Sector Bodies Accessibility Regulations 2018 (for public sector bodies).
When engaging an agency to provide ongoing hosting and maintenance services after the initial build, a clear agreement defining service levels, uptime commitments, backup procedures, and termination rights is essential.
What to Include in Your Website Development Agreement (UK)
A well-drafted UK Website Development Agreement for England and Wales should contain the following key provisions:
Project Scope and Deliverables — A precise technical specification describing the website to be built, including all features and functionality, the technology stack, third-party integrations, and the specific deliverable files and formats. The agreement should include a change control procedure to manage scope creep.
Milestone Payment Schedule — A milestone-based payment structure (typically 30% on signing, 40% on design approval, 30% on delivery) rather than a single lump sum. Milestone payments protect both parties: the developer receives payments as work progresses, and the client retains use to confirm completion. All payments should be stated in GBP exclusive of VAT.
Completion Date — The agreed date by which the developer must deliver the completed website. The agreement should address what happens if the client causes delays (for example, by failing to provide content or approvals on time) and whether time is of the essence.
Intellectual Property — A clear statement of who owns the copyright in the completed website code, design, and content. If the client requires full ownership, the agreement must contain a present assignment of future IP rights, signed by the developer. The developer’s background IP and open-source components should be clearly excluded from any assignment.
Third-Party Software and Open-Source Licences — Disclosure of all open-source components, their licence terms, and the client’s obligations in relation to those licences.
Acceptance Testing — A clear process for the client to review, test, and formally accept the website, including the timeframe for raising defects and the developer’s obligation to remedy them.
Accessibility — The agreed accessibility standard (WCAG 2.1 AA or lower) and the division of responsibility between the developer and the client for ongoing compliance.
Data Protection — Compliance with the Data Protection Act 2018 and UK GDPR, including data processing clauses where the developer handles personal data on behalf of the client.
Limitation of Liability — A cap on the developer’s aggregate liability and exclusion of indirect and consequential losses, subject to the requirements of the Unfair Contract Terms Act 1977.
Governing Law — A clause confirming the agreement is governed by the laws of England and Wales with exclusive jurisdiction in the courts of England and Wales.
Additional compliance elements for a Website Development Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Website Development Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/website-development-agreement-uk
"Website Development Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/website-development-agreement-uk.
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author = {{Forms Legal}},
title = {Website Development Agreement (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/website-development-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
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Frequently Asked Questions
Under the Copyright, Designs and Patents Act 1988 (CDPA 1988), copyright in an original work is automatically owned by its creator. Where a freelance developer or web development company creates a website for a client, the default position under English law is that the developer (not the client) owns the copyright in the code, design, and other creative elements, because the developer is not an employee of the client. This is a critical distinction from employment law: Section 11(2) of the CDPA 1988 provides that where a work is created by an employee in the course of their employment, copyright vests in the employer. But a freelance contractor is not an employee, so the contractor retains copyright unless the contract expressly assigns it. To transfer copyright to the client, the development agreement must contain a clear written assignment of copyright, signed by the developer as assignor. Without such an assignment, the client may only have an implied licence to use the website — a precarious position, especially if the relationship with the developer breaks down.
The Public Sector Bodies (Websites and Mobile Applications) (No. 2) Accessibility Regulations 2018 require UK public sector bodies (including central government, local authorities, NHS bodies, and publicly funded universities) to make their websites and mobile applications accessible to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standard and to publish an accessibility statement. These Regulations do not directly apply to private sector websites, but private sector businesses with disabled customers may face claims under the Equality Act 2010 (which requires reasonable adjustments to avoid substantial disadvantage to disabled persons) if their website is not accessible. Furthermore, WCAG 2.1 AA is increasingly recognised as the baseline standard for well-designed, accessible websites in the private sector, and inclusion of an accessibility clause in website development agreements is considered best practice. The Web Accessibility Initiative (WAI) of the W3C publishes guidance on how to meet WCAG 2.1 success criteria.
The Electronic Commerce (EC Directive) Regulations 2002, as retained in UK domestic law following the UK’s departure from the European Union, impose disclosure obligations on businesses that sell goods or services online. A UK e-commerce website must clearly state: the legal name of the business; its geographic address; an email address; its VAT registration number (if applicable); its Companies House registration number (if applicable); trade registration details (if applicable); and, where prices are displayed, whether they are inclusive or exclusive of VAT and delivery charges. For business-to-consumer (B2C) contracts concluded online, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 impose additional requirements, including providing consumers with pre-contractual information, giving consumers a 14-day cancellation (cooling-off) right for most distance contracts, and ensuring that consumers actively consent to paying (for example, the payment button must say ‘Pay now’ or similar, not just ‘Confirm’). Website developers should build these obligations into the website architecture and advise their clients of these requirements.
Where a website collects, stores, or processes personal data (including names, email addresses, IP addresses, or cookies that identify individual users), the website operator must comply with the UK General Data Protection Regulation (UK GDPR) as incorporated into domestic law by the Data Protection Act 2018. The key requirements include: (1) having a lawful basis for processing personal data (such as consent, legitimate interests, or contractual necessity); (2) providing a clear and accessible privacy notice explaining what data is collected, why, how long it is retained, and the user’s rights; (3) complying with the Privacy and Electronic Communications Regulations 2003 (PECR) in relation to cookies, which requires obtaining freely given, informed, specific consent before placing non-essential cookies; (4) implementing appropriate technical and organisational security measures; and (5) having a process for responding to data subject access requests within one calendar month. In a website development agreement, it is important to clarify which party is responsible for GDPR compliance: typically the client (as the data controller) is responsible for ensuring the website complies with UK GDPR, while the developer may act as a data processor and must enter into a data processing agreement.
Most modern websites incorporate open-source software components, including content management systems (such as WordPress, GPL), JavaScript frameworks (such as React, MIT; Vue.js, MIT), CSS frameworks (such as Bootstrap, MIT), and plugins or libraries (each with their own licence terms). The key considerations in a UK website development agreement are: (1) Licence compatibility: confirm that all open-source licences are compatible with each other and with the intended commercial use of the website. Copyleft licences such as the GPL may require that any derivative work also be released under the GPL; (2) Attribution: some licences (such as MIT and Apache 2.0) require copyright notices and licence texts to be included in the software distribution; (3) Client awareness: the client should be informed of which open-source components are used and their licence obligations, particularly if the client intends to resell or white-label the website; and (4) IP assignment limitations: open-source components cannot be assigned to the client as part of an IP assignment clause — only the custom code created specifically for the project can be assigned.
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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