There is no doubt that in today’s era, consumers spend a considerable amount of time online purchasing goods or using online services. E-commerce has gained immense popularity these days and in such a scenario having a well-developed website provides the organization with an advantage over the competitors. A user-friendly interface attracts consumers and now to have that desired outlook few points require consideration:
- Website experts
- Businesses planning to employ website designers.
- Well-drafted website development agreement wherein a company/individual/business owner (clients) and a web development company (developer) come into a contract to develop a website according to the needs, specifications, and requirements of the client.
What is the need for having a website development agreement?
- A website development agreement is made to clearly define the roles and responsibilities, liabilities of both parties to avoid conflicts that may arise in the near future.
- It saves time and is an efficient method of developing websites since it clarifies the deliverables and job scope because specialists are hired to perform the assignment.
- It protects the company’s sensitive data by restricting the developers from disclosing it to third parties.
- A detailed development contract reduces the likelihood of misunderstandings, confusion, and disputes between the parties.
- It helps the website to run properly and effectively per the platform’s changing demands and requirements, for example, target audience, website features, accessibility, site maintenance, etc.
What should the website development agreement include?
A website development agreement contains all the standard clauses of a contract along with the clauses that are tailored to the specific needs of the client. In this article, we will discuss some of the clauses one must consider while getting an agreement drafted.
- Scope of work
The scope of work acts as a starting point that states what is to be built and how it is to be built. The scope of work should be drafted in a detailed manner to reduce the chances of any future dispute and to enhance the work performance.
- Designer responsibilities
The roles and responsibilities of the designer of the website should be defined properly for instance – assigning work to professionally experienced people, reverting on time, and complying with the agreement and applicable law. Additionally, clients and developers should decide who will be in charge of offering tech support, training, and manuals following the launch.
- Commercials and applicability of Taxes etc.
The cost for the development of the website needs to be clarified to remove ambiguity that might arise at a later stage. It also needs to be ensured that parties agree as to how the charges would be applicable whether it will be based on working hours or a one-time charge.
- Acceptance of Testing Website
Launching a website, without getting it tested beforehand is like going to war without a weapon where you don’t know when you will take your last breath. So it is advisable to have the website tested property before going for launching.
- Ownership of Website Developed
The businessman shall be the sole owner of the website being developed. This would also include any records, documents, data, content, paper, trade secret, etc. shared with the website Developer.
- Indemnification clause
The risk of damages linked with a contract is managed through indemnity clauses. It must be written so that it addresses all crucial points. The scope of an indemnification duty that one party may have to another is essentially determined by the nature of the agreement.
- Confidentiality and non-disclosure clause
While developing a website a lot of information is shared with the developer which might include sensitive information hence both parties must keep each other’s information about work, business, and performance confidential.
- Intellectual property rights
It is necessary to ensure that the Intellectual property of the client is protected and the developer is not allowed to store, copy, sell or distribute any information to a third party and in the event of a breach of this clause developer shall be liable to pay liquidated damages to the Company.
- Force Majeure
A force majeure provision is necessary to safeguard both the client and the website developer from any unforeseen event or scenario that renders fulfilling the contract’s obligations impossible. It involves the events which, under no circumstances, could have been avoided by using reasonable caution and that were unanticipated at the time this Agreement was signed.
In the event of any dispute, how the same would be resolved, so Arbitration clause to be mentioned which shall be governed by the provision of the Arbitration and Conciliation Act, 1996, and amendment therein from time to time.
It is necessary to incorporate this clause as it talks about which court of law shall have the right to entertain the if any dispute arises out of the said agreement.
Cases, when the agreement can be terminated, need to be mentioned specifically. For Instances:
- Completion of Scope of work;
- Expiry of Period of the Agreement;
- Delay in performance of either Party;
- Breach of Terms and Conditions of the Agreement;
- Misuse of information and records;
- Default in timely payment;
- Notice Period also needs to be mentioned.
Likewise, several other clauses can be added based on the requirements and needs of the parties. The cornerstone of defending the rights of website developers and their clients is a website development agreement. It’s crucial to do so to avoid liabilities, litigation, and disagreements before they affect your project negatively.