Free Website Development Agreement Template

DEFINITIONS

In this Agreement, unless the context requires otherwise:

"Project" means the website described in Clause 2 and any related deliverables.
"Deliverables" means all designs, code, content, databases, APIs, configuration, scripts, documentation and other materials delivered by the Developer.
"Project Fee" means £8,500.00 (exclusive of VAT where chargeable).
"Commencement Date" means 2026-05-01.
"Delivery Date" means 2026-07-31.
"Acceptance Period" means the period of 14 days following delivery, within which the Client must test and either accept or reject each Deliverable.
"Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.
"Specification" means the description set out in Clause 2 and any statement of work agreed in writing between the parties.

PROJECT AND SPECIFICATION

The Developer shall design and develop the following website project (the "Project"):

Corporate Website Redesign

Full redesign and rebuild of the Client's corporate website comprising 12 pages including Home, About, Services (5), Case Studies, Careers, Blog index + templated blog posts, Contact, and Privacy/Cookies pages. Responsive design (mobile-first), headless CMS integration (Sanity.io), GDPR-compliant contact forms with HubSpot integration, on-page SEO optimisation, Core Web Vitals targets of LCP < 2.5s / CLS < 0.1, and migration of existing blog content (circa 40 posts).

Timetable. Development shall commence on 2026-05-01 and the completed Project shall be delivered on or before 2026-07-31. Time for delivery is not of the essence of this Agreement unless expressly made so by written notice giving the Developer a reasonable opportunity to comply.

Standard of Performance. The Developer shall perform the services with reasonable skill and care as required by section 13 of the Supply of Goods and Services Act 1982. The Developer may use competent sub-contractors provided it remains responsible for their acts and omissions.

FEES, INVOICING AND PAYMENT

Project Fee. The total Project Fee is £8,500.00 exclusive of VAT where chargeable.

Payment Schedule. Payment shall be made against the following milestones: 30% on signing (£2,550); 40% on design approval (£3,400); 30% on final acceptance (£2,550).

Invoices. The Developer shall issue a VAT-compliant invoice for each amount due. Invoices are payable within 14 days of receipt by electronic transfer of cleared funds.

Late Payment. Sums unpaid by the due date shall bear interest at 8% above the Bank of England base rate together with fixed sums for recovery (£40/£70/£100 depending on amount) under the Late Payment of Commercial Debts (Interest) Act 1998. The Developer may suspend work on any overdue account on 7 days' written notice.

Additional Work. Any work outside the Specification is chargeable at the Developer's standard hourly rate; a written change request signed by both parties is required before such work commences.

DELIVERY, ACCEPTANCE AND CORRECTION

Each Deliverable shall be made available to the Client in the agreed manner (staging URL, repository or physical delivery) together with any necessary user instructions.

Acceptance Testing. The Client shall within the Acceptance Period (14 days) test each Deliverable against the Specification. If the Deliverable materially conforms to the Specification, the Client shall notify acceptance. If the Client fails to respond within the Acceptance Period the Deliverable shall be deemed accepted.

Defect Correction. If the Client reasonably rejects a Deliverable in writing citing specific material non-conformities with the Specification, the Developer shall at no extra charge correct the Deliverable and re-submit within a reasonable time (but not less than fourteen (14) days). After a second rejection for the same material non-conformity, the Client may: (i) accept the Deliverable with a reasonable reduction in the Project Fee reflecting the defect; or (ii) terminate the Agreement under Clause 11 and receive a pro-rata refund for any part of the Project Fee that does not relate to accepted Deliverables.

Cosmetic Minor Issues. The Client may not withhold acceptance on the basis of cosmetic matters or changes of preference that are not material non-conformities with the Specification. Such matters may be addressed (if at all) by a written change request and are chargeable.

DEVELOPER'S OBLIGATIONS

The Developer shall:

(a) develop the Project in accordance with the Specification and in a professional manner consistent with industry best practice;
(b) exercise reasonable skill and care under section 13 Supply of Goods and Services Act 1982;
(c) provide progress updates at agreed intervals and notify the Client promptly of any matter likely to affect timeline, budget or scope;
(d) use properly licensed third-party libraries, frameworks and assets, retain records of all licences, and comply with any open-source licence obligations (e.g. GPL, MIT, Apache 2.0);
(e) test the Deliverables for functional, cross-browser and basic security compliance before submitting for acceptance; and
(f) not introduce any virus, malware, disabling code or logic bomb into the Deliverables, nor any unauthorised access to the Client's systems (Computer Misuse Act 1990).

CLIENT'S OBLIGATIONS

The Client shall:

(a) provide, in a timely manner, all content (text, images, videos), brand assets, existing source/data to be migrated, access credentials and other materials required by the Developer;
(b) appoint a single decision-maker (with authority to sign off designs and change requests) as the point of contact for the Project;
(c) review and respond to draft Deliverables within the Acceptance Period or within any other reasonable written timescale notified by the Developer;
(d) pay all invoices in accordance with Clause 3;
(e) warrant that it owns or has a valid licence for all content supplied and that the use by the Developer in the Project will not infringe any third-party intellectual property or privacy right, and shall indemnify the Developer against any loss arising from a breach of this warranty; and
(f) not commission any third party to alter or modify the Deliverables before final acceptance.

REVISIONS, HOSTING, SOURCE CODE AND ACCESSIBILITY

Revisions. Revision rounds included in the Project Fee: 2 round(s) of revisions to each Deliverable. Further revisions shall be charged at the Developer's then-current hourly rate pursuant to a written change request.

Hosting. The Client is responsible for arranging and paying for website hosting. The Developer will provide reasonable assistance in deploying the completed website to the Client's chosen hosting environment.

Source Code. Upon receipt of the Project Fee in full, the Developer shall deliver to the Client a complete copy of all source code, build scripts, database schemas and deployment documentation, including any necessary commentary to enable a reasonably skilled third-party developer to maintain the Project.

Third-Party Components. The Project incorporates the following third-party components and licences: Next.js 15 (MIT); Sanity CMS (business tier, £99/mo); HubSpot Forms (free tier); Adobe Fonts (Client subscription); stock photography from Unsplash (Unsplash+ £15/mo). The Client shall be responsible for maintaining any paid licences after expiry of the initial licence term.

Accessibility. The Developer shall use reasonable endeavours to deliver the Project in compliance with Web Content Accessibility Guidelines (WCAG) 2.2 at Level AA as recommended for UK websites under the duty to make reasonable adjustments in section 20 of the Equality Act 2010. The Client acknowledges that content provided by the Client (images without alt-text, inaccessible PDFs) remains its responsibility.

INTELLECTUAL PROPERTY

Assignment. With effect from the receipt by the Developer of payment of the Project Fee in full, the Developer hereby assigns (including by way of present assignment of future copyright under section 91 of the Copyright, Designs and Patents Act 1988) to the Client with full title guarantee all its right, title and interest in the Deliverables, including all copyright and other intellectual property rights.

Pre-existing IP. The assignment does not extend to: (i) any pre-existing tools, libraries, frameworks or know-how of the Developer ("Developer Background IP"); or (ii) open-source or third-party components. The Developer grants the Client a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence (with the right to sub-license to contractors on a need-to-know basis) to use the Developer Background IP solely as integrated in the Project.

Warranty of Title. The Developer warrants that: (a) it has authority to make this assignment; (b) the Deliverables (excluding Client-supplied content) do not to the best of its knowledge infringe any third-party intellectual property right; and (c) it has complied with the licence terms of all third-party components used.

Further Assurance. The Developer shall at the Client's cost execute such further documents as the Client may reasonably require to perfect title to the Deliverables (CDPA 1988 s.90 — assignments must be in writing).

Moral Rights. The Developer irrevocably waives any moral rights it may have under sections 77-85 of the Copyright, Designs and Patents Act 1988 (including the rights of paternity and integrity) in relation to the Deliverables, to the fullest extent permitted by law. Moral rights cannot be assigned, only waived.

Portfolio Rights. The Developer may reference the Project and display screenshots in its portfolio and marketing materials, provided no Client Confidential Information is disclosed.

MAINTENANCE AND SUPPORT

The Developer shall provide post-launch maintenance and support on the following terms: 30 days free bug-fix warranty after launch. Thereafter, optional retainer: 4 hours/month at £95/hour, covering minor content updates, security patches, and minor bug fixes. Excludes new features.

For the avoidance of doubt, maintenance under this clause is subject to the limitation of liability in Clause 12 and (if included) to the source-code escrow in Clause 7. Maintenance does not include new features or changes outside the Specification; such work is chargeable as additional work.

DATA PROTECTION (PROCESSOR OBLIGATIONS)

Where the Developer processes personal data on behalf of the Client in connection with the Project (including hosting, migration, analytics configuration or support), the parties acknowledge that the Client is the Controller and the Developer is the Processor within the meaning of the UK GDPR and the Data Protection Act 2018. The Developer shall:

(a) process personal data only on the documented instructions of the Client, save as required by UK or EU law;
(b) ensure that all persons authorised to process the personal data are under an obligation of confidentiality;
(c) implement appropriate technical and organisational measures under Article 32 UK GDPR (including encryption in transit and at rest, access control, incident response, and regular security testing);
(d) engage sub-processors only with the Client's prior written authorisation and under equivalent written terms (Article 28(4) UK GDPR);
(e) assist the Client in responding to data-subject requests under Articles 15-22 UK GDPR;
(f) notify the Client without undue delay (and in any event within 24 hours) on becoming aware of any personal-data breach in order that the Client can meet its 72-hour notification obligation to the ICO under Article 33 UK GDPR;
(g) on termination of the Project, at the Client's option, return or delete all personal data (save where retention is required by law), providing a certificate of deletion; and
(h) make available all information necessary to demonstrate compliance with Article 28 UK GDPR and submit to audit on reasonable notice.

COOKIES AND ELECTRONIC MARKETING

The Developer shall configure the website to comply with Regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 in relation to cookies and similar technologies, including:

(a) a compliant cookie banner offering Accept / Reject / Manage preferences controls with equal prominence;
(b) prior consent before non-essential cookies are set;
(c) a cookie policy detailing categories, purposes and third-party cookies.

The Developer shall also configure any electronic marketing functionality (newsletters, SMS, push notifications) to comply with Regulations 22 and 23 PECR (including the soft-opt-in and double-opt-in requirements where applicable). The Client remains responsible for the lawful basis for its own marketing activities.

CONFIDENTIALITY

Each party shall keep confidential all information of a confidential nature (including trade secrets, know-how, business plans, pricing and customer data) received from the other party in connection with this Agreement. Neither party shall disclose such information to any third party without the prior written consent of the disclosing party, save to its professional advisers under equivalent confidentiality obligations or as required by law. This obligation shall survive termination for three (3) years (indefinitely in respect of trade secrets under the Trade Secrets (Enforcement, etc.) Regulations 2018).

LIABILITY AND INSURANCE

Nothing in this Agreement excludes or limits the liability of either party for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot lawfully be excluded or limited.

Exclusion of Indirect Loss. Subject to the above, neither party shall be liable for any loss of profit, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

Financial Cap. Subject to the above, the Developer's aggregate liability under or in connection with this Agreement shall not exceed 100% of the Project Fee actually paid under this Agreement.

Insurance. The Developer shall maintain professional indemnity insurance with a minimum limit of £2,000,000 throughout the Term and for 3 years thereafter, and shall on written request provide evidence of cover.

Reasonableness. The parties agree that these limitations are reasonable for the purposes of section 3 of the Unfair Contract Terms Act 1977.

TERMINATION

Either party may terminate this Agreement:

(a) immediately by written notice if the other party commits a material breach of this Agreement that is not capable of remedy, or is capable of remedy and has not been remedied within 14 days of written notice specifying the breach;
(b) immediately by written notice if the other party becomes insolvent, has a receiver, administrator or liquidator appointed, is unable to pay its debts within the meaning of s.123 Insolvency Act 1986, or ceases to carry on business;
(c) for convenience, subject to payment of all Fees accrued up to the effective date of termination plus a proportion of any remaining Project Fee reflecting work in progress at termination.

Consequences of Termination. On termination: (i) all Fees accrued become immediately due; (ii) each party shall return or destroy Confidential Information (save copies required by law or held by professional advisers); (iii) any fully-paid Deliverables shall be delivered in an accessible format; and (iv) clauses that by their nature survive (Confidentiality, IP, Liability, Governing Law) shall continue in force.

GOVERNING LAW, JURISDICTION AND GENERAL

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

Mediation. Before commencing court proceedings, the parties shall first attempt in good faith to resolve any dispute through mediation under the CEDR Model Mediation Procedure. Either party may commence court proceedings after 60 days from referral or earlier to seek injunctive relief.

Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Third-Party Rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Entire Agreement / Variation. This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior proposals, discussions and understandings. No variation shall be effective unless in writing and signed by both parties.

Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remainder shall continue in full force.