Website design contract: what to check, and a sample

A website design contract is worth reading carefully before you hire a web studio. If something goes wrong during the project, a loose contract makes it hard to sort out.

Most trouble around a web project comes from a contract that is not tight enough. The usual reason is that the two sides never spelled out what happens if something goes wrong. That leaves the contract unclear from the day it is signed. In this article we walk through a website design contract template so a website project does not leave you with a dispute you cannot settle.

1. What is a website design contract?

A website design contract is the agreement between a web studio and its client on the website project, and on the other terms tied to the design brief. It sets out the rights and duties of each side so the plan to build the website can actually be carried out.

2. Why sign a website design contract?

A website design contract is the legal basis if a problem comes up between the two sides. There are other reasons to sign as well. Even when the studio and the client already know each other, you still need a signed contract that lists the items and the requirements in full. Here is why:

* A clear basis

The website design contract states, in concrete terms, the work and the issues around the web design, and the rights and duties of each side. Projects pick up problems that are hard to control. If a dispute does happen, the contract is what you use to protect your position.

* The project is less likely to be left sitting

A contract with the details filled in makes it harder for a studio to neglect the project. Some studios take on more work than they can manage, then leave your project idle. If that happens, the contract is what you use to push the timeline, or to claim the compensation the agreement already sets.

* You do not end up out of pocket with the problem unsolved

If the studio does not do what the contract records, you can complain and claim compensation on the terms you both signed.

3. What to check before you sign a website design contract

Many clients have had to absorb the loss and find their own fix, because they did not have a solid basis to recover what they were owed. The clauses in the contract were vague. They then had no basis to claim compensation or to ask for help putting it right. Before you sign a website design contract, do the following:

– Write a detailed list of everything you want the website to do. If you have an idea for a feature, describe it in concrete terms.

– Learn how hiring a website studio usually works. Think through what can go wrong. Then decide how each one should be handled, and write that into the contract in plain language.

– The more specific the clauses, the better.

– Spell out the duties of both sides if something goes wrong. Ask for a specific penalty for each type of failure.

– If you want to be careful, ask a lawyer to help you draft a contract that is detailed and complete.

4. What a website design contract template should contain

A website design contract template should set out the following:

– Contract details: the date, and the details of both parties.

– The contract value, the time allowed, and how payment is made.

* Rights and duties of the client:

Give Party B the support it needs to do the work as the contract sets out.

Give Party B the documents and images needed while the website project is underway.

Make sure Party B does not face complaints that fall outside the scope of the project Party B is delivering.

The client pays on the dates in the contract. If a payment is late, interest is charged each week on the overdue amount.

The client has the other rights and duties that the law sets for someone hiring a website design service.

* Rights and duties of the website studio

The studio does the project as signed in the contract.

It does not disclose Party A’s information, or the project, to a third party.

It tells Party A how the project is progressing. If something comes up, it tells Party A in time so the two sides can discuss it and settle it.

If, during the project, Party B wants to change the person doing the work, it sends Party A a written notice. Party B still has to keep the project on schedule.

The studio has the other rights and duties that the law sets for a service provider.

* Acceptance

The two sides sign an acceptance record for the website design once all of the following are met:

The website has been designed as the two sides agreed.

The features and the content on the website are accurate.

If Party A asks for extra work outside the project, the two sides agree the time and the cost.

* Installation, training, and handover

Party B installs the website software on the server and makes sure people can open it from anywhere with an internet connection.

Party A gives Party B the username and password for Party A’s existing domain and hosting.

Party B trains Party A on how to use the software and how to maintain the system.

After the website software is accepted, Party B hands the system to Party A, including:

All source code for the website design.

The username and password for the website admin.

* Warranty and maintenance

Party B’s website design is under warranty for 12 months from the acceptance date (as of 2018), on the following terms:

For the first month after the website goes live, Party B watches the whole site. If an error appears, Party B fixes it.

For a serious system error that stops the site, Party A’s system manager tells Party B by the fastest means available: phone, email, fax, and so on. Party B starts the fix as soon as it can.

For mistakes, or for edits that would make the site easier to use, Party A can tell Party B, and the two sides agree the method and the time.

For data errors or mistakes by the site admin, Party B helps settle them by phone, email, or fax.

During the warranty, new requests such as editing a feature for easier use, or changing the look of the interface, are charged according to the scale of the work, after the two sides discuss it.

* Cases that are not covered by warranty or maintenance

Hardware damage from power failure, lightning, natural disaster, or fire. Party B will still help repair as soon as it can, and will charge according to the damage.

While the system is running, data is stored on the service provider’s server. Party A is not responsible for loss of system data.

* Ending the contract early

Party A may end the website design contract if Party B does not hand over the software, or does not deliver the service results as promised. Party B then refunds everything Party A has paid under the contract.

Party B may end the contract if Party A breaks a clause and the project then misses the agreed schedule. In that case, the service fee is calculated on the actual cost of the work Party B has already done.

* Other terms

+ Keeping the site safe

After the website is live, Party B is responsible for defending it against hacking in any form, once Party A sees unusual signs of damage, such as the site running slower than usual or not loading. Party B deals with those problems within 24 hours at the latest, and brings the site back to normal operation.

+ How the two sides communicate

While the website design contract is underway, the two sides exchange information by email: notices, questions, and so on. The side that receives a message replies the same day, or by the next day at the latest. In an urgent case, fax or phone is fine.

5. Website design contract template

 

Below is the sample contract as published with this article in 2018. The address, phone number, package, and price are as printed at that time.

 

CONTRACT

(Re: design and development of a website)

No.: …/TKW – … /20

– Pursuant to Commercial Law No. 36/2005/QH11 of 14 June 2005, passed by the National Assembly of the Socialist Republic of Vietnam, 11th tenure, 7th session.

– Pursuant to Civil Code No. 33/2005/QH, issued by the National Assembly on 27 June 2005 (as cited in this 2018 sample).

– Pursuant to the capacity, the needs, and the agreement of both parties.

Today, on … day of … month, year …. The parties are:

Party A:

Address:

Phone:                              Fax:

Tax code (mã số thuế):

Representative:

Title:

Email:

 

Party B: CONG TY TNHH TM – DV 123 WEBSITE (a limited liability trading and services company)

Address: 292 Ung Van Khiem, Ward 25, Binh Thanh District, HCMC

Phone: (08) 3511 0421 Fax: (08) 3511 0421

Tax code: 0312563826

Representative: Mr. Le Quang Huy

Title: Director

Account number: 0531002473940

Bank: Vietcombank, Binh Thanh branch

 

The two parties agree to sign this website design and development contract on the following terms:

ARTICLE 1. SCOPE

1.1 Party B agrees to design and develop the website to the agreed standard and content, as Party A requests.

1.2 After the website is finished, Party B hands Party A the finished design and the source code. Party A may use that design and source code only within the project the two parties carry out together.

1.3 Time to finish the design and development: 14 days, depending on when Party A hands over the full data so Party B can start, how long Party A takes to approve the design, and how long Party A takes to check the work.

1.4 Image processing and data entry: Party B processes and updates sample images and data for Party A during the contract, and provides maintenance while the contract is in effect and after the website is handed over.

 

ARTICLE 2. RIGHTS AND DUTIES OF BOTH PARTIES

2.1 PARTY A

2.1.1 Owns the website built under this contract, and receives maintenance while the contract is in effect.

2.1.2 Provides Party B with the documents, files, and content needed to build the website.

2.1.3 Note clauses 2.1.1 and 2.1.2 of Article 2 of this contract, so a delay in providing data does not stall the work and stretch the contract.

2.2 PARTY B

2.2.1 Has the legal standing to perform this contract, and performs it as written.

2.2.2 Keeps to the schedule and the timeline the two parties agreed.

2.2.3 Keeps the website running smoothly. Keeps risks as low as possible, including intrusion, cracking, and theft or leaking of website data by a hacker, so Party A has a stable site.

2.2.4 Keeps the system secure. Passwords are managed by Party A. Only Party A may use the email system. Party B has no right to access Party A’s email. Party A manages the website and email passwords.

2.2.5 Gives Party A the website admin tool (username/password) and a guide, so Party A can manage and update the site.

2.2.6 Trains Party A’s staff to administer the website. Helps promptly when Party A has a problem with the site, by the fastest contact method available.

2.2.7 If Party B does not meet clauses 2.2.3, 2.2.4, 2.2.5, and 2.2.6 of Article 2 of this contract, Party A may refuse acceptance under the contract.

2.2.8 Party B is responsible for the warranty and for fixing technical errors on the website for as long as Party A’s website runs on Party B’s server.

How the work is done: use the customer’s information, photos, and requests to build a demo interface. Party B emails the interface demo as soon as it is ready (in the first week after receiving the materials Party A provides). The interface is revised to Party A’s ideas and needs when the demo needs changes.

Sending the interface demo: Party B’s person in charge emails the demo as soon as the interface is finished and the content is showing on the demo.

ARTICLE 3. VALUE AND PAYMENT

3.1 Contract value: VND 7,990,000 (seven million nine hundred and ninety thousand dong) (as of 2018), including:

– Website build cost: VND 7,990,000

Maintenance package: B-Gold+

• Term: 2 years
• Products: unlimited
• Storage: 2 GB
• Domain email: 30 mailboxes
• Bandwidth: 50 GB
• Languages: English, Vietnamese
• Social connections: Facebook, Zalo (Vietnam’s most widely used messaging app), Instagram, and others
• Data backup included
• SEO system included
• Theme customizer
• Live chat
• Responsive (layout on mobile and tablet)
• Source code handed over.

3.2 Party A pays Party B:

3.2.1 First payment: 50% on signing (VND 3,995,000)

3.2.2 Second payment: the remaining 50% of the contract value, right after acceptance.

3.3 Payment method: cash or bank transfer.

 

ARTICLE 4. COMMERCIAL TERMS

4.1 THE CONTRACT

4.1.1 This contract is based on the agreement of both parties on the website design and development project. Any change to this contract has no effect unless it is written down and confirmed by both parties.

4.1.2 If one party cancels on its own: the party that cancels pays the costs already incurred on the project up to the cancellation date, and a penalty of 20% of the total contract value to the other party.

4.2 INSTALLATION, HANDOVER, TRAINING, AND ACCEPTANCE

4.1.1. Party B installs Party A’s website and keeps it running on the network, and trains and hands the system to Party A’s representative so they can use it.

4.2.2 Party B gives Party A the full email account details and the password for the website admin tool.

4.2.3 After Party B has completed every item in this Article 4.2, the two parties carry out acceptance of the contract.

4.3 WARRANTY AND SUPPORT

4.3.1 The website is under warranty for 12 months after it officially goes live on the network.

4.3.2 Party B provides, at no charge, documents and guidance on installing and using the internal email system for Party A. Support is by phone, fax, email, or at Party A’s office.

4.3.3 Party B does not warrant the website in these cases:

4.3.3.1 Party A’s website password has leaked.

4.3.3.2 Party A edits the source code on its own, so the code no longer matches what Party B handed over at acceptance and at the end of the contract.

4.4 COPYRIGHT

4.4.1 Copyright in the website belongs to Party A. Party A may use it or advertise it as Party A needs.

4.4.2 The website states: Copyright belongs to Party A. Developed and maintained by 123Website.

ARTICLE 5. GENERAL TERMS

5.1 Both parties will carry out the terms in this contract. If a dispute comes up while the contract is underway, the two parties will try to settle it in a cooperative spirit. If they cannot, the dispute is settled under the law then in force. The final decision is the decision of the Economic Court of Ho Chi Minh City.

5.2 This contract is made in 02 (two) copies. Each copy has the same legal effect.

 

FOR PARTY A                                                        FOR PARTY B

 

 

123Website has walked through a website design contract template. We hope it helps you protect your interests as a client when you start a website project.