How to Use This Checklist
Click each checkbox to mark items as complete. Your progress is automatically saved to your browser. Use this checklist to:
✅ Three Ways to Use This Tool
1. Draft new web development contracts: Ensure you don't miss any essential UK contract law requirements
2. Review existing agreements: Audit your current web development contracts against all 58 compliance points
3. Prepare for new projects: Verify your template agreement is legally compliant before sending to clients
⚠️ What Makes a Valid Web Development Agreement?
📋 Legal Status: UK contracts require offer, acceptance, consideration (payment), and intention to create legal relations. Written agreements are essential evidence in court disputes.
⚖️ Key Requirements: Clear identification of parties, defined scope of work, payment terms, intellectual property transfer, liability limitations, and termination rights.
🎯 Essential Protections: IP rights only transfer on full payment, liability capped at fees paid, clear revision limits, and defined acceptance criteria.
💼 Common Issues: Scope creep without change orders, unclear IP ownership, no payment milestones, unlimited liability exposure, missing force majeure clauses
⚠️ Understanding Importance Levels
🔴 Critical: Must have - essential for contract validity or creates serious legal/financial risk if omitted
🟡 Important: Should have - best practice and strong legal protection
🔵 Recommended: Nice to have - enhances clarity and prevents disputes
1. Parties to the Agreement (5 items)
Developer/Agency Full Legal Name
The developer's or agency's registered legal name exactly as it appears at Companies House (if incorporated). Essential for contract validity and legal proceedings. Using trading names or abbreviations can create legal uncertainty about who is party to the contract.
🔴 Critical
Developer Company Registration Number
Companies House registration number for incorporated developers. Not legally required but demonstrates legitimate business status and aids client verification. Sole traders should include their business address instead.
🔵 Recommended
Developer Business Address
The registered office address or principal place of business. Required for legal notices, dispute resolution, and court proceedings. Must be a physical address, not just a PO Box for Companies House registered businesses.
🔴 Critical
Client Full Legal Name
Client's full legal name - company name for businesses, full personal name for individuals. Critical for contract enforceability. If contracting with a limited company, ensure you have the correct legal entity, not a trading name or parent company.
🔴 Critical
Client Business Address
Client's registered office or principal business address. Required for serving legal notices and documents. Verify address is current and matches Companies House records for incorporated clients. Essential for debt recovery if needed.
🔴 Critical
2. Project Details and Scope (4 items)
Project Name/Reference
Clear project name or reference number for identification. Essential when developer has multiple clients or client has multiple projects. Prevents confusion in correspondence and invoicing. Should match across all project documentation.
🟡 Important
Agreement Date
The date the agreement is entered into. Determines when contractual obligations begin. Can be different from project start date. Essential for calculating notice periods, milestone deadlines, and limitation periods for legal claims.
🔴 Critical
Detailed Project Scope and Deliverables
Comprehensive description of what will be delivered: number of pages, features, functionality, integrations, CMS requirements, responsive design specifications. This is the most critical clause - ambiguity causes disputes. Include what's specifically excluded to prevent scope creep.
🔴 Critical
Change Request Procedure
Process for handling requests outside original scope. Should require written change orders with cost and timeline impact before work begins. Protects both parties from disputes. Without this, developer may do unpaid work or client may get unexpected bills.
🟡 Important
3. Timeline and Milestones (4 items)
Project Start Date
When work will commence. May be conditional on receipt of deposit, signed contract, or client materials. Clear start date prevents disputes about project timeline. Should be realistic allowing time for contract signing and initial payment.
🔴 Critical
Estimated Completion Date
Target completion date for the project. Should state whether this is an estimate or a fixed deadline. Include clause that delays caused by client (late feedback, content provision) extend the deadline. Time usually not "of the essence" unless expressly stated.
🔴 Critical
Project Milestones
Key stages of the project with target dates: design concepts, design approval, development phases, testing, launch. Essential for larger projects. Milestones should align with payment schedule. Helps manage expectations and track progress.
🟡 Important
Client Delay Provisions
What happens when client causes delays (late feedback, missing content, unresponsive). Timeline should pause during client delays. May include right to charge storage fees for long delays or terminate if delays exceed specified period (e.g., 30 days).
🟡 Important
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4. Fees and Payment Terms (5 items)
Total Project Fee
The total cost for the project scope. State whether this is a fixed fee or estimate. For fixed fees, any additional work outside scope requires separate quotation. Specify if fee is exclusive of VAT (standard for B2B contracts in UK).
🔴 Critical
Payment Structure/Schedule
How payment is structured: upfront deposit, milestone payments, or payment on completion. Never do all work before payment. Common structures: 50/50, 30/30/40 milestone, or staged payments. Deposit secures commitment and covers initial work.
🔴 Critical
Payment Terms (Days)
Number of days client has to pay invoices after issue. 7-14 days is standard for web projects. 30 days for larger corporate clients. Late Payment of Commercial Debts Act 1998 gives statutory right to interest on late B2B payments.
🔴 Critical
Late Payment Interest Rate
Interest charged on overdue invoices. Statutory right: Bank of England base rate + 8% for B2B contracts. Can also claim fixed compensation (£40-£100 depending on debt size). Including this clause encourages timely payment and compensates for cash flow impact.
🟡 Important
Suspension Rights for Non-Payment
Right to suspend work if payment is overdue. Essential protection for developers. Should specify notice period before suspension (e.g., 7 days after payment due). Work resumes when payment received. Prevents working on credit indefinitely.
🟡 Important
5. Intellectual Property Rights (4 items)
IP Ownership Transfer Timing
When intellectual property rights transfer to client. CRITICAL: Should only transfer upon full payment. Under Copyright, Designs and Patents Act 1988, creator owns copyright until assigned. Never transfer IP before receiving full payment - this is your leverage for payment.
🔴 Critical
Scope of IP Assignment
What IP transfers to client: custom designs, code, content. Third-party components (plugins, libraries, stock images) remain subject to their own licenses. Clearly distinguish between bespoke work (transfers) and third-party tools (licensed). Client gets right to use, not own, third-party elements.
🔴 Critical
Developer Portfolio Rights
Whether developer can showcase project in portfolio, case studies, or marketing materials. Important for developer's business development. Options: full rights, anonymized only, or with client approval. Get this in writing to avoid disputes.
🔵 Recommended
Third-Party License Compliance
Statement that third-party tools, plugins, and libraries are subject to their own license terms. Client responsible for ongoing compliance with these licenses. Developer not liable for client's breach of third-party licenses post-handover. Important for open-source components.
🟡 Important
6. Hosting and Domain Management (4 items)
Hosting Arrangement
Who provides and manages hosting: client arranges own, developer provides (separate agreement), or included in project fee. If developer provides, should be separate from development agreement with its own terms. Clarifies ongoing responsibilities and costs.
🔴 Critical
Domain Name Ownership
Who owns and controls the domain name. Client should always own their domain directly. If developer registers on client's behalf, should be in client's name. Developer ownership creates dependency and transfer issues. Nominet (UK) rules govern .uk domains.
🔴 Critical
Hosting Requirements Specification
Technical hosting requirements for the website: PHP version, database type, SSL, storage, bandwidth. If client arranges hosting, developer should specify minimum requirements. Prevents disputes about site performance due to inadequate hosting.
🔵 Recommended
Hosting Responsibility Disclaimer
Developer not responsible for hosting-related issues if hosting is client-managed. Includes server downtime, performance issues, security breaches, and data loss. Client responsible for hosting costs, renewals, and maintaining adequate backup procedures.
🟡 Important
⚡
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7. Support and Maintenance (4 items)
Warranty Period
Free bug-fix period after launch. 30-90 days is standard. Covers defects in developer's work only - not issues caused by client changes, third-party plugins, or hosting. Define what constitutes a "bug" vs. a change request. Critical bugs should have faster response time.
🔴 Critical
Warranty Exclusions
What warranty doesn't cover: issues from client modifications, third-party plugin conflicts, hosting problems, browser updates, or user error. Warranty void if client or third party modifies code. Clear exclusions prevent disputes about free vs. paid work.
🟡 Important
Ongoing Maintenance Terms
Post-warranty support arrangement: separate maintenance agreement, ad-hoc hourly rates, or no ongoing support. If offering maintenance, should be separate agreement with its own terms and fees. Clarify response times, included updates, and exclusions.
🔵 Recommended
Support Response Times
Expected response times during warranty period. Distinguish between acknowledgment and resolution. Critical issues (site down): same business day. Non-critical bugs: 2-5 business days. Sets realistic expectations and prevents 24/7 support demands.
🔵 Recommended
8. Content and Client Materials (3 items)
Client Content Responsibility
Client provides all written content, images, logos, and brand assets. Specify deadline for content provision. Delays in content provision extend project timeline. Developer not responsible for content delays. Without this, projects stall waiting for client materials.
🔴 Critical
Content Legal Compliance Warranty
Client warrants all provided content is legally compliant: properly licensed images, no copyright infringement, compliant with advertising standards, no defamatory material. Developer not liable for legal issues with client-provided content. Essential protection against IP claims.
🔴 Critical
Stock Image and Placeholder Policy
How placeholder content is handled. Stock images may be used during development - client responsible for licensing or replacement. Developer may recommend stock image sources. Final site must not launch with unlicensed placeholders. Prevents copyright infringement claims.
🔵 Recommended
9. Testing and Acceptance (4 items)
Client Review Period
Days client has to review and provide feedback at each stage. 5-7 days is reasonable for most projects. If no feedback received within period, deliverable deemed accepted. Prevents indefinite review periods and keeps project moving. Should apply to each milestone.
🔴 Critical
Revision Rounds Included
Number of revision rounds included in project fee. 2 rounds per stage is standard. Additional revisions charged at hourly rate. Clearly define what constitutes a "round" of revisions. Unlimited revisions leads to scope creep and unprofitable projects.
🔴 Critical
Testing Requirements
What testing is included: cross-browser testing (which browsers/versions), mobile responsive testing (which devices), functional testing, performance testing, accessibility compliance level (WCAG). Sets clear quality expectations and testing scope.
🟡 Important
Deemed Acceptance Clause
Deliverables deemed accepted if no written objection within review period. Using the deliverable in production also constitutes acceptance. Essential for project completion - prevents clients withholding acceptance indefinitely while using the work.
🟡 Important
10. Confidentiality and Data Protection (4 items)
Mutual Confidentiality Obligations
Both parties keep confidential information secret. Covers business strategies, client lists, pricing, trade secrets, and technical information. Survives termination of agreement. Standard confidentiality essential for professional relationships and competitive protection.
🔴 Critical
Confidentiality Exclusions
What's not confidential: publicly available information, independently developed knowledge, information received from third parties. Necessary exclusions prevent unreasonable confidentiality claims. Disclosure required by law is also typically excluded.
🔵 Recommended
GDPR Compliance Statement
If handling personal data, both parties must comply with UK GDPR and Data Protection Act 2018. Developer may act as data processor if accessing client's customer data. Should reference separate data processing agreement if required. ICO fines up to £17.5m for breaches.
🔴 Critical
Data Processing Provisions
If developer accesses personal data (e.g., migrating customer database), specify data processing terms. What data, how processed, security measures, deletion on completion. May need separate Data Processing Agreement for GDPR compliance. Protects both parties from regulatory issues.
🟡 Important
11. Liability and Indemnification (4 items)
Liability Cap
Maximum liability limited to fees paid under the agreement. Essential risk management for developers. 100% of fees is standard minimum. Without a cap, developer could face claims far exceeding project value. Courts generally uphold reasonable liability caps in B2B contracts.
🔴 Critical
Consequential Loss Exclusion
Exclusion of liability for indirect, consequential, or special damages. Covers lost profits, lost business, lost data, business interruption, and reputational damage. Standard commercial practice. Without this exclusion, potential liability is unlimited and unpredictable.
🔴 Critical
Third-Party Claims Exclusion
Developer not liable for issues with third-party services: hosting providers, payment gateways, email services, analytics platforms, plugin developers. Client's use of third-party integrations is at their own risk. Developer can recommend but doesn't guarantee third-party performance.
🟡 Important
Client Indemnification
Client indemnifies developer against claims arising from client-provided content, materials, or instructions. If client provides infringing content and developer is sued, client covers developer's costs and damages. Essential protection when working with client materials.
🟡 Important
12. Termination Rights (4 items)
Termination Notice Period
Written notice required to terminate agreement early. 14 days is standard for web projects. Both parties should have this right. Allows orderly wind-down and handover. Without notice period, projects can end abruptly causing problems for both parties.
🔴 Critical
Termination for Breach
Right to terminate immediately for material breach (or after cure period). Material breaches: non-payment, failure to provide required materials, breach of confidentiality. Should specify what constitutes material breach. Immediate termination without notice for serious breaches.
🔴 Critical
Payment on Termination
What happens to payment if project terminates early. Developer should be paid for all work completed to date. Common approaches: payment up to last milestone, pro-rata payment, or payment for completed phases. Deposits typically non-refundable. Protects developer from unpaid work.
🔴 Critical
IP Rights on Termination
What happens to intellectual property if project terminates. IP only transfers for work that's been paid for. Unpaid work remains developer's property. Client has no right to use, copy, or publish incomplete work without payment. Essential leverage for payment disputes.
🔴 Critical
13. General Contract Provisions (5 items)
Force Majeure Clause
Neither party liable for failure to perform due to circumstances beyond reasonable control: acts of God, war, terrorism, pandemic, strikes, government restrictions, major infrastructure failures. COVID-19 highlighted importance of this clause. Suspends obligations during force majeure events.
🟡 Important
Dispute Resolution Procedure
How disputes are resolved before court action. Typically: good faith negotiation for 30 days, then mediation, then court proceedings. Mediation saves time and costs compared to litigation. Courts encourage alternative dispute resolution. Include escalation process for efficient resolution.
🟡 Important
Entire Agreement Clause
This agreement supersedes all prior agreements, representations, and understandings. Prevents claims based on pre-contract discussions or proposals. Standard clause for contract certainty. Doesn't prevent claims for fraudulent misrepresentation.
🟡 Important
Variation Clause
Changes to agreement must be in writing and signed by both parties. Prevents disputes about informal modifications. Without this clause, verbal agreements could vary contract terms. Important for scope changes and payment adjustments.
🟡 Important
Governing Law and Jurisdiction
Which country's laws apply and which courts have jurisdiction. For UK projects: laws of England and Wales, exclusive jurisdiction of English courts. Essential for international clients. Determines which legal framework applies and where disputes are heard.
🔴 Critical
14. Notices and Execution (4 items)
Notice Provisions
How formal notices are delivered: email, recorded delivery, courier. Specify addresses for notices. State when notices are deemed received (e.g., email: at time of transmission; recorded delivery: 2 business days after posting). Essential for termination and dispute notices.
🟡 Important
Severability Clause
If one provision is invalid or unenforceable, remaining provisions continue in full force. Prevents entire agreement failing if one clause is problematic. Courts can sever unenforceable clauses while preserving the rest. Standard protective clause in all commercial contracts.
🔵 Recommended
Signature Blocks for Both Parties
Proper signature blocks for developer and client. Include: signature line, printed name, position/title (for companies), and date. Electronic signatures legally valid under Electronic Communications Act 2000 and eIDAS. Both parties need signed copy for records.
🔴 Critical
Counterparts Clause
Agreement may be executed in counterparts (separate copies). Each signed copy constitutes an original. Essential for remote signing where parties can't sign same document. Allows electronic and physical signatures on different copies to form one binding agreement.
🔵 Recommended
⚡
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Next Steps
Now that you've reviewed the compliance checklist, you have three options:
✅ Use Our Ready-Made Template (Recommended)
Save hours of legal research and drafting. Our professionally-crafted website development agreement covers all 58 compliance points with legally-sound wording. It includes intellectual property protection, payment milestones, liability limitations, and comprehensive termination rights. Available in both Interview Mode (guided) and Editor Mode (direct editing) for just £10.
📝 Draft Your Own Agreement
Use this checklist as your guide, but remember: getting the legal wording correct is complex. IP transfer clauses, liability caps, termination rights, and confidentiality provisions require precise language. A single error can result in IP disputes, unlimited liability exposure, or unenforceable contracts.
⚖️ Book a Legal Consultation
For complex projects, high-value contracts, or situations involving international clients, consider booking a consultation with our legal professionals for personalized advice tailored to your specific circumstances.