Terms and conditions for a web design and development agency

A website project fails at predictable points: the content that never arrives, the sign-off that never comes, the domain registered in the wrong name, and the bug reported a year later as a warranty claim. The terms have to fix the milestones and what counts as acceptance, put content and hosting where they belong, define the warranty, and let the agency close a project the client has abandoned. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Web design, web development and digital agencies in England and Wales building websites, e-commerce sites and web applications for business clients on fixed-price projects and retained support. These are business-to-business terms.

What matters in web agency terms

Scope, milestones and acceptance

The terms should provide for a written specification, staged milestones with payments attached, and an acceptance process: the client tests within a stated period, reports defects against the specification, and the site is deemed accepted if no report is made or when the site goes live. Browser, device and accessibility support should be defined by the specification, not assumed, bearing in mind that a client providing services to the public has duties under section 29 of the Equality Act 2010 that its website must not undermine. Changes after the specification is agreed are charged through a change process.

Content, the client's obligations and delay

Text, images, product data and legal pages are the client's to supply and to be responsible for, and the terms should say that the client warrants it has the rights to what it supplies, that delays in supplying content or approvals extend the timetable, and that a project stalled by the client for a stated period may be closed with the balance for work done invoiced. The client's privacy notice, cookie consent under regulation 6 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, and consumer-facing terms are the client's, not the agency's, unless agreed.

Ownership of the code and the design

Under the Copyright, Designs and Patents Act 1988 the agency owns what it writes unless it assigns it. The terms should say what passes to the client on payment (the bespoke design and site-specific code), what the agency retains and licenses (frameworks, libraries, tools), and that third-party themes, plugins and platforms are used under their own licences. Whether the client gets an assignment or a licence of the bespoke code is a commercial choice the terms should state.

Hosting, domains, security and third parties

Domains must be registered in the client's name with the client as the contact, and the terms should say so, along with who renews them. Hosting, SSL, email and third-party services are either supplied under separate terms or arranged by the agency as the client's agent, and the terms should say that the agency is not responsible for third-party outages or changes. Backups, updates and security after launch are the client's responsibility unless a maintenance plan is bought.

Warranty, maintenance, payment and liability

The terms should give a defined warranty period after launch for defects against the specification, exclude changes caused by the client, third parties or platform updates, and offer maintenance and support as a separate retainer. Payment is by milestone with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998 and a right to suspend or take the site offline where a launch balance is unpaid. Liability should be capped at a figure matching the agency's insurance, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977.

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 client has gone quiet for three months with the site half built. Can we invoice?

If the terms provide that a project stalled by the client for a stated period may be closed and the work done invoiced, you can. The terms should also say that restarting is at the agency's discretion and may be re-priced.

A plugin update broke the site a year after launch. Is that under warranty?

If the warranty is limited in time and excludes third-party updates and changes the agency did not make, it is not, and the fix is chargeable or covered by a maintenance plan. A warranty without those limits is open-ended.

Can we keep the site offline until the final invoice is paid?

The terms should say that the site is launched on payment of the launch milestone and that the agency may suspend or take down a site where the launch balance is unpaid. That right needs to be in the terms from the start.

Related guidance and services

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

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.