Website development agreement

WEBSITE DEVELOPMENT AGREEMENT

This website development agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Developer:
[Developer / agency name]
Commercial register code: [Developer's commercial register code (if a company)]
(hereinafter the "Developer")

1.2 Client:
[Client's name]
Commercial register code: [Client's commercial register code (if a company)]
(hereinafter the "Client")

1.3 The Client is: [The client is].

2. SCOPE OF THE PROJECT

2.1 The Developer undertakes to create and deliver to the Client the following result (hereinafter the "Work"): [Description of the project scope]. The Client undertakes to pay the fee agreed in the Agreement for the Work.

2.2 Excluded from the scope of the project is all work not specified in clause 2.1, clause 3.1 or the annexes to the Agreement, including: [What is EXCLUDED from the project scope]. Additional work shall be performed only by prior agreement of the Parties, in which its description, price and deadline are agreed.

2.3 The Developer shall perform the Work in accordance with the Agreement, legislation and good practice in web development. The Client shall provide the Developer in good time with the content (e.g. texts, images, logos), instructions, input data and access necessary for performing the Work, and is responsible for ensuring that the content it provides does not infringe the rights of third parties. If the Client is in delay with the cooperation it is obliged to provide, the Developer's deadlines shall be extended by the duration of the delay, and the Developer may claim compensation for damage caused by the delay (Law of Obligations Act (VÕS) § 652 lg 1).

3. DELIVERABLES

3.1 List of deliverables: [List of deliverables].

3.2 Source code forms part of the deliverables: [Is the source code part of the deliverables?]. Technical documentation included: [Is technical documentation included?]. The Developer shall deliver the source code together with the instructions necessary for installation and a list of the components used, in a form which enables the Work to be maintained and further developed.

4. SCHEDULE

4.1 Project start date: [Project start date]. Delivery deadline: [Project delivery deadline].

4.2 The project is divided into milestones as follows: [Milestones and deadlines].

5. FEE AND TERMS OF PAYMENT

5.1 Total cost of the project: [Total project cost (€)] euros. Amount of the advance payment: [Advance payment (%)]% of the total cost.

5.2 Type of payment schedule: [Type of payment schedule]. Invoicing frequency: [Invoicing frequency]. Unless otherwise agreed in the payment schedule, the claim for the fee falls due upon acceptance of the Work or of the respective milestone (VÕS § 637 lg 4).

5.3 If the payment deadline is exceeded, the Developer may claim late payment interest at the rate of [Late payment interest rate (%/day)]% per day on the amount not paid on time; if the rate of late payment interest has not been agreed, statutory late payment interest applies (VÕS § 113 lg 1).

6. REVISION PROCESS

6.1 The price includes [Number of free rounds of revisions] free rounds of revisions. Revision requests must be submitted no later than [Deadline for revision requests]. Price of additional revisions after the free rounds have been used: [Price of additional revisions after the free rounds].

6.2 A round of revisions means change requests submitted by the Client at one time and in consolidated form within the agreed scope. Elimination of a lack of conformity (clause 10.5) is not a round of revisions.

7. INTELLECTUAL PROPERTY

7.1 Ownership of intellectual property: [Ownership of intellectual property]. Details: [Details of shared ownership]. If the Agreement terminates before the Work is completed, the rights in the results for which the Client has paid pass (or are licensed) to the Client.

7.2 If the author's economic rights in the Work do not pass to the Client under clause 7.1, the Developer, after full payment for the Work, grants the Client an unlimited-term and territorially unrestricted simple licence to use, modify, maintain and further develop the Work in the Client's own activities, including with the help of third parties; the grant of a sub-licence for any other purpose requires the prior consent of the Developer (Copyright Act (AutÕS) § 47).

7.3 The Developer retains the rights to its pre-existing libraries and frameworks used in the course of this project: [Does the developer retain the rights to its pre-existing libraries/frameworks?]. The Client receives an unlimited-term, royalty-free simple licence to use them as part of the Work.

7.4 The author's moral rights are inseparable from the person of the author and are not transferable (AutÕS § 11 lg 2); the Developer ensures that it, its employees and subcontractors do not exercise them in a manner that prevents the use, modification or further development of the Work. Since the Developer is not an employee of the Client, the Client's rights in the Work arise solely under the Agreement (AutÕS § 32 does not apply). An agreement on the transfer of the author's economic rights must be in written form (AutÕS § 49 lg 1).

7.5 The Developer confirms that it has the right to grant the Client the rights specified in the Agreement and that, to its knowledge, the Work does not infringe the rights of third parties. When using third-party components (e.g. open-source software, plug-ins, fonts), the Parties shall comply with their licence terms; the Developer shall use paid components or components with restrictive terms only with the prior consent of the Client.

8. MAINTENANCE

8.1 Post-launch maintenance is included in the price for [Duration of maintenance (months)] months after acceptance of the Work. The maintenance period lasts until [Maintenance end date]. Price of maintenance after the end of the period: [Price of maintenance after the end of the period].

8.2 Maintenance does not include the development of new features or failures of third-party services, unless the Parties have agreed otherwise.

9. CONFIDENTIALITY, DATA PROTECTION AND PORTFOLIO

9.1 Content of the Agreement confidential: [Is the content of the agreement confidential?]. In any event, the Parties shall keep secret the other Party's trade secrets and access credentials.

9.2 If, in performing the Work, the Developer processes personal data on behalf of the Client (e.g. data of website users or customers), it acts as a processor, and the Parties shall, if necessary, enter into a data processing agreement (Article 28 of the General Data Protection Regulation (EU) 2016/679).

9.3 Developer may show the completed work in its portfolio: [May the developer show the work in its portfolio?]. No confidential information of the Client or non-public parts of the Work shall be published in the portfolio.

10. ACCEPTANCE AND TESTING

10.1 The Work is deemed completed under the following conditions: [When the work is deemed completed ('acceptance criteria')].

10.2 Responsibility for testing: [Who is responsible for testing?]. Supported browsers/devices: [Supported browsers/devices].

10.3 The Developer shall notify the Client of the completion of the Work or a milestone and deliver it for testing. The Client shall give notice of any non-conformity with the acceptance criteria within a reasonable time, describing the defect with sufficient precision (VÕS § 644). Defects are classified as follows: critical (use of the Work or of an essential function thereof is impossible), major (a function works incorrectly, but the Work can be used) and minor (the defect does not prevent use of the Work).

10.4 The Client may not refuse to accept the Work due to minor defects; the Developer shall eliminate them within a reasonable time. The Work is deemed accepted upon signature of the delivery and acceptance report or upon public launch of the Work, and also if the Client unjustifiably fails to accept the Work within a reasonable time limit set for this purpose by the Developer (VÕS § 638).

10.5 The Developer shall eliminate any lack of conformity of the Work at its own expense (VÕS § 646 lg 4) within a reasonable time. If the Developer fails to do so, the Client may eliminate the defect itself or have it eliminated and claim compensation for reasonable expenses (VÕS § 646 lg 5); if the repair fails or the Developer unjustifiably refuses to carry it out, the Client may withdraw from the Agreement (VÕS § 647).

11. DOMAIN AND HOSTING

11.1 Owner of the domain: [Who owns the domain?]. Owner of the hosting account: [Who owns the hosting account?].

11.2 All passwords and access credentials handed over to the Client at the end of the project: [Are all passwords/access credentials handed over to the client at the end of the project?].

11.3 Accounts for third-party services shall be registered in the name of the Client, unless the Parties have agreed otherwise. The Developer shall transfer to the Client at the end of the project any domain registered in the Developer's name; at the Client's request, the Developer shall transfer the Work hosted by the Developer and its data to hosting chosen by the Client.

12. TERMINATION OF THE AGREEMENT

12.1 Notice period for cancellation: [Notice period for cancellation (days)] days. In the event of cancellation by the Client, the Developer is entitled to the agreed fee, less what the Developer saved as a result of the cancellation or acquired or could reasonably have acquired by using its labour otherwise (VÕS § 655 lg 1), unless the Client cancelled the Agreement due to a breach of contract by the Developer (VÕS § 655 lg 2). In the event of cancellation by the Developer, the Developer is entitled to a fee for the work done to the extent that the Client has an interest in what has been done.

12.2 Either Party may withdraw from the Agreement if the other Party has materially breached the Agreement (VÕS § 116).

12.3 If the Agreement terminates before the Work is completed, the Developer shall deliver to the Client the part of the Work done and the Client's materials, and the Parties shall make a final settlement.

13. LIABILITY

13.1 Limit of liability: [Limit of liability]. Details: [Details of the limit of liability].

13.2 The agreed limitation of liability does not apply to damage caused intentionally or through gross negligence; an agreement which excludes or limits liability for an intentional breach of an obligation is void (VÕS § 106 lg 2).

13.3 A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128), subject to the limit agreed in clause 13.1.

14. FORCE MAJEURE

14.1 A breach of an obligation is excusable if a Party breached it due to force majeure, i.e. a circumstance which the Party could not influence and could not reasonably be expected to take into account, avoid or overcome when entering into the Agreement (VÕS § 103 lg 2). A Party shall notify the other Party of circumstances of force majeure immediately; in the case of a temporary impediment, the breach is excusable only for the duration of the impediment, and time limits shall be extended by that period (VÕS § 103 lg 3).

15. NOTICES

15.1 Notices which have legal consequences shall be given in writing or in a form which can be reproduced in writing (including by e-mail) at the address notified by the other Party. A Party shall notify any change in its contact details without delay; until then, the previously notified details remain valid.

16. DISPUTE RESOLUTION

16.1 Disputes arising from the Agreement shall be resolved primarily through negotiations. Failing agreement, the forum for dispute resolution is: [Forum for dispute resolution].

16.2 The Agreement is governed by the law of [Governing law].

17. FINAL PROVISIONS

17.1 Amendments to the Agreement shall be made in writing or in a form which can be reproduced in writing. A Party may not transfer the rights and obligations arising from the Agreement without the prior written consent of the other Party.

17.2 An invalid provision does not affect the validity of the remaining provisions. The Agreement (together with its annexes) supersedes the Parties' prior agreements relating to the subject matter of the Agreement and enters into force once both Parties have signed it.

18. LEGAL BASIS

18.1 This Agreement is a contract for work within the meaning of § 635 et seq. of the Law of Obligations Act — the Developer undertakes to achieve the agreed result. The Copyright Act additionally applies to works created as a result of the Work.