As a website developer, you should formalise your arrangement with your client in a well-drafted contract, such as a development agreement. A development agreement can provide you and your client with clarity about the terms of the arrangement, including the scope of work, IP ownership, fees and other important details. Additionally, by drafting a good development agreement, you can avoid misunderstandings and, ultimately, disputes. This article will outline the key legal considerations to be aware of as a website developer.
Intellectual Property (IP)
IP ownership is arguably one of the most important considerations for the developer and the client. Accordingly, you should address it, without any ambiguity, in the development agreement.
Website Design
In the case of website development, your client will usually want complete ownership of the website design and content. You can negotiate if or when you will assign ownership of IP in the design and content to the client.
In some cases, developers do not want to assign IP or are not able to because of the platform they are using. If a developer wishes to assign IP, they can do so immediately upon creation. This is often preferable for the client. Alternatively, they may assign IP upon full payment of fees, which is better for the developer. This is a commercial decision for you to make depending on who your client is and what their bargaining power is. Ultimately, retaining IP is a good way of making sure that your client pays you.
If your client is providing you with content for the website development, they should warrant that they are not breaching any third-party IP rights.
Continue reading this article below the formThird-Party Software
You may have to use third-party systems or software in the course of the website development. Your development agreement should outline who is responsible for obtaining the relevant licenses and making payments to these third parties.
Scope of Work
Your development agreement should be as clear as possible about what you are developing. The clearer the scope of work, the less likely there will be an argument that you have not complied with the client’s instructions. For further clarity, you could include that the development agreement supersedes all previous discussions or negotiations about the development. This means that you will only be subject to the scope of work expressly included and agreed to in the agreement.
Support
Some development agreements include an acceptance testing period. During this period, your client can test the website and request changes. You should limit the acceptance testing time period (for example, five days) to ensure that you are not making changes long after the end of the agreement. If the client does not respond to you within the specified time period, you can include a clause to take this to be an acceptance of the development.
Completion Dates
Development agreements generally state that completion dates are estimates only. If you do not include this, you may be liable for the loss that the client faces due to your late completion of the development. The client may also terminate the agreement for a breach.
Australian Consumer Law
Your client may ask you to include warranties as to how you will perform the services. For example, a warranty may specify you take due care and skill and perform work in a professional manner. However, even if you do not expressly include warranties in your development agreement, you may still be subject to Australian Consumer Law. This provides consumers with certain guarantees about how services will be performed.
Fees
Your agreement should clearly outline how and when you will receive payment for the website development. Additionally, you can also include that the price is subject to variation. For example, the price may increase if additional work is required.
You can be paid on an hourly rate or fixed fee basis, and you will ideally receive a deposit before commencing any work. Furthermore, you can also stipulate the payment terms. For example, payment can be made on a milestone basis or upon completion of the services. For reassurance, you can include that ownership of IP will only be assigned upon payment of the fees.
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Key Takeaways
It is important to formalise your website development arrangement in a contract. You can do so by entering a development agreement with your client, which covers important details, including the scope of work, IP ownership and fees.
If you need help with a website development agreement, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page.
Frequently Asked Questions
You should consider many factors when determining when to assign IP to the client. One important consideration may be that retaining IP until full payment may ensure the client pays feels in full without delay.
The Australian Consumer Law provides consumers with guarantees that goods or services will meet a certain standard.
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