Reviewing a website development agreement from an agency

A web agency's development agreement decides whether the client owns the website it is paying for, or only a licence to use it while the agency hosts it. It also decides who owns the domain, what happens to the code and content if the agency closes, when the site is accepted, and who is responsible when the site collects personal data or fails to work for disabled users. I review the agreement from the client's side and return it marked up with a written explanation of the changes and which ones an agency will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales commissioning a new website, an e-commerce platform, a web application or a redesign from a design and development agency or a freelance developer, and want to own what they pay for and be able to move it. The client and the agency are businesses; consumer law applies to what the client's own customers can claim through the site.

What to look for in a website development agreement

Who owns the site, the code and the design

Under section 11 of the Copyright, Designs and Patents Act 1988 the agency owns the copyright in the design, the code and the content it creates unless it assigns it, and an assignment must be in writing under section 90. Agency terms grant a licence, or assign only on final payment, or keep the agency's framework and assign only the client-specific layer. The review asks for an assignment of the bespoke design, code and content on payment, a perpetual licence to the agency's reusable components and frameworks, disclosure of any theme or template the site is built on and its licence, and a waiver of the author's moral rights, including the right to be identified in section 77, so that the site can be changed later.

Open source, third-party components and plugins

The site will use an open source content management system, plugins, themes, libraries and paid third-party services, each with its own licence. The review asks for a schedule of components and licences, a warranty that the site does not infringe third-party rights, an obligation to use only components whose licences permit the client's use, and clarity on which paid licences and subscriptions are in the client's name so that they survive the agency.

Domain, hosting, accounts and access

The domain name should be registered in the client's name, with the client as registrant and administrative contact, and the hosting, analytics, payment gateway, email and developer accounts should be the client's or transferable to it. The review checks each, asks for the agency to hand over credentials on request and on termination, and checks that any hosting the agency provides is on stated terms with backup, security and uptime commitments. If the agency enters insolvency, section 233B of the Insolvency Act 1986 does not keep the site online, so the client needs the code, the database and the credentials in its own hands.

Specification, acceptance, launch and warranty

The agreement should attach the specification and the browsers, devices and integrations the site must work with, set an acceptance procedure with a testing period and objective criteria, and state what happens at launch. The review asks for a defined post-launch warranty period during which the agency fixes defects at no charge, for the agency to perform with reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982, and for the payment schedule to follow milestones the client can verify.

Data protection, cookies and accessibility

A site that collects personal data needs a privacy notice under the UK GDPR and the Data Protection Act 2018 and consent for non-essential cookies under regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, and an e-commerce site must meet the information and ordering requirements of regulation 9 of the Electronic Commerce (EC Directive) Regulations 2002. Those documents are the client's responsibility, but the agency builds the mechanisms, and the review checks that the cookie consent, the forms and the checkout are built to support them. Under section 29 of the Equality Act 2010 the client must not discriminate in providing services to the public, and the review asks for the site to be built to a stated accessibility standard.

Fees, change requests, delay and exit

Fixed-price web projects fail on scope, so the review checks the change request procedure, the client's own dependencies (content, approvals, access) and their effect on dates and price, and the agency's right to charge for delay the client causes. On termination for any reason the client should receive the work in progress it has paid for, the code, the database and the credentials, and the agency should have no lien over the site. The Late Payment of Commercial Debts (Interest) Act 1998 applies to the fees.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review 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

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We have paid for the site. Do we own it?

Only if the agreement assigns the copyright to you, because the agency owns what it creates unless it does. Many agency terms grant a licence instead. The review asks for an assignment of the bespoke work on payment, a licence to the agency's reusable code, and a waiver of moral rights so you can change the site.

The agency registered our domain. Is that a problem?

It is if the agency is the registrant, because the domain then belongs to it and follows it if it closes or you fall out. The review asks for the domain to be transferred into your name with you as registrant and administrative contact, and for the same with the hosting and other accounts.

What if the agency goes out of business halfway through?

You get what the agreement gives you, which may be nothing you can use. The review asks for the work in progress, code and credentials to be delivered at each milestone payment and on termination, and for the site to be hosted and the domain registered in your name from the start.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• Terms and conditions drafting, £995
• Reviewing a marketing agency contract before you sign
• Reviewing a statement of work from a client

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.