Software development agreement when you are the client

A business commissioning software is paying for something it cannot inspect until it is built, from a developer whose own contract is written to protect the developer. The client's agreement has to do the opposite: define what must be delivered and by when, keep acceptance in the client's hands, tie payment to delivery, secure ownership of the code and everything needed to run and maintain it, provide for the developer's failure or disappearance, and let the client get the work out if the relationship ends. I draft that agreement from the client's side for a fixed fee of £995, delivered in five working days.

Who this is for

Businesses in England and Wales commissioning bespoke software, apps, platforms or integrations from a development agency, a software house or a freelance developer, who want to contract on their own terms rather than the developer's.

What matters in a development agreement from the client's side

The specification and what the developer must deliver

The agreement should attach a specification that describes the functions, performance, platforms and standards the software must meet, say that the developer has reviewed it and is satisfied it can be delivered for the price, define the deliverables (software, source code, documentation, test results, deployment scripts) and the timetable, and provide that the developer's proposal and the client's requirements form part of the agreement. A specification written by the developer alone describes what the developer wants to build.

Acceptance the client controls

The agreement should give the client a testing period after delivery of each stage, acceptance criteria set by the specification, the right to reject deliverables that fail the tests and to require correction and re-delivery, and no deemed acceptance without a stated period and a warning; where the client puts the software into live use, the agreement should say that use to mitigate delay does not amount to acceptance. Final acceptance should be of the whole system working together, not of stages in isolation.

Payment that follows delivery

Payment should be by milestones tied to acceptance rather than to dates, with a modest deposit, a retention held until final acceptance, and the balance on acceptance of the whole, and the agreement should say that the price is fixed for the specified scope with changes only through change control that the client initiates or approves; the developer's right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 is a matter of law, and the agreement should confine it to invoices that are due and undisputed.

Ownership of the code and the materials you need

The developer owns the code it writes under section 11 of the Copyright, Designs and Patents Act 1988 until it assigns it, so the agreement should assign the IP in the bespoke work to the client as it is created, in writing as section 90 requires, with the developer's pre-existing materials identified and licensed to the client perpetually and irrevocably for use, modification and support of the software by the client and its future contractors, moral rights waived, and open source components identified with their licences so that the client knows what it can and cannot do with the product. The client's data and content remain the client's.

Source code, escrow and continuity

The agreement should require delivery of source code, build instructions and documentation with each deliverable, not only at the end, so that the client can have the software maintained by others; where the developer retains ownership of platform code the client depends on, the agreement should provide for escrow with release on the developer's insolvency or cessation of support, and for a support and maintenance commitment for a stated period after acceptance at stated rates. A developer that will not deliver source code is asking the client to depend on it forever.

Delay, data, security, termination and getting the work out

The agreement should set the consequences of the developer's delay (a remedy the client can use, and a termination right after a stated period, drafted to avoid the penalty rule), require the developer to process any personal data as a processor under Article 28 of the UK GDPR with security under Article 32 during the build, keep the client's confidential information confidential, and warrant reasonable care and skill under section 13 of the Supply of Goods and Services Act 1982, conformity with the specification for a stated period, and non-infringement with an indemnity. On termination the client should be entitled to all work done and paid for, including source code, with the developer's liability cap set at a level the client can accept and tested under section 11 of the Unfair Contract Terms Act 1977.

What it costs

SaaS or technology contract, £995. One contract drafted for how your product or service is sold, delivered and supported. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts 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 bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

The developer wants us to sign its standard agreement. Should we?

Its agreement is written for it. If the project matters, contracting on your own agreement or reviewing theirs against these points is where the money is protected; either is a fixed fee.

Can we insist on owning the code?

For the bespoke work, yes, and the agreement assigns it as it is created. The developer keeps its pre-existing tools and licenses them to you; that is a fair line and most developers accept it.

What if the developer goes bust half way through?

The agreement gives you the source code and materials for everything delivered so far, assigned to you, and escrow for anything the developer retains. Without those provisions you may own nothing you can use.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Reviewing a website development agreement from an agency
• Source code escrow: when it is worth it

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.