Terms and conditions for an app development agency

An app depends on stores, platforms and APIs the agency does not control, and on a client who often does not know what they want until they see it. The terms have to run the specification and sprints, define acceptance, put the store accounts in the client's name, deal with rejections and platform changes, and settle who owns the code and who is responsible for the data the app collects. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Mobile and web app development agencies and software studios in England and Wales building apps for business clients on fixed-price and time and materials engagements, with ongoing support and maintenance. These are business-to-business terms.

What matters in app development terms

Specification, sprints and change

The terms should provide a framework for either a fixed-price project against a written specification with milestones, or a time and materials engagement in sprints with a backlog the client prioritises, and should say which applies to each statement of work. Changes to a fixed specification go through a change process; in an agile engagement the client accepts that scope is what fits the sprints paid for. Estimates are estimates.

Acceptance and defects

Each release should be tested by the client within a stated period against the specification or the sprint's acceptance criteria, with defects reported in writing, and deemed accepted otherwise or on release to a store. The terms should distinguish defects (the app does not do what was specified) from enhancements (the client wants something else), and give a defined warranty period for defects after launch with a support plan beyond it.

App stores, accounts and rejections

Developer and store accounts must be in the client's name, with the agency given access, and the terms should say so. Store review policies, rejections, delays and removals are outside the agency's control and are not a breach; the agency will make reasonable changes to meet store requirements, chargeable where they go beyond the specification. Platform, operating system and API changes after delivery are the same: outside the agency's control, addressed under a support plan.

Ownership, third-party code and data

Code belongs to whoever wrote it until a written assignment says otherwise, which is the effect of the Copyright, Designs and Patents Act 1988. So the terms have to state what the client acquires when it pays (the code and design written for its app), what stays with the agency under licence (its libraries, frameworks and tooling), which open source components are inside the build and on what licences, and that the APIs and services the app relies on come under their providers' terms, not the agency's. The client is the controller of personal data the app collects under the UK GDPR and the Data Protection Act 2018, with the agency a processor only where it hosts or operates the app for the client; information stored on the user's device is subject to regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, and an app that lets users interact or share content may bring the client within the Online Safety Act 2023, both of which are the client's compliance rather than the agency's unless agreed.

Fees, support, liability and exit

Invoices fall due at each milestone or at the end of each sprint; if they are not paid the agency may pause the next sprint, and the Late Payment of Commercial Debts (Interest) Act 1998 adds statutory interest and fixed compensation to what is owed. Ongoing support after launch is bought separately, with response times written into that retainer. The cap on the agency's liability should match its insurance and leave out consequential loss, which the Unfair Contract Terms Act 1977 will uphold if the cap is reasonable. When the engagement ends, the client takes the code and documentation it has paid for and the agency's accounts are closed.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The store rejected the app and the client says we are in breach. Are we?

If the terms say store review and rejections are outside your control and not a breach, and that you will make reasonable changes to meet store requirements, you are not. Changes beyond the specification are chargeable.

Who owns the app?

What the terms say. The usual position is that the bespoke code and design pass to the client on payment in full, the agency keeps its reusable components and tools under licence, and open source and third-party components stay under their own licences. Say which in the statement of work.

The client wants us to fix a bug a year after launch for free. Do we have to?

If the warranty period has ended and the client has no support plan, the fix is chargeable. A defined warranty period with a support plan after it is what the terms should provide.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a web design and development agency

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.