WEBSITE / WEB PORTAL DEVELOPMENT AGREEMENT
This Website / Web Portal Development Agreement ("Agreement") is made at __________ on ___ / ___ / 20__.
BETWEEN
____________________________, a company / LLP / partnership / proprietorship / other entity organised under the laws of India and having its registered or principal office at ____________________________ ("Client", which expression shall, unless repugnant to the context, include its successors and permitted assigns);
AND
____________________________, a company / LLP / partnership / proprietorship / software-development service provider having its registered or principal office at ____________________________ ("Developer", which expression shall, unless repugnant to the context, include its successors and permitted assigns).
The Client and Developer are individually a "Party" and collectively the "Parties".
1. Purpose and Scope
The Client appoints the Developer to design, develop, test, deploy and, where agreed, maintain the website, web portal, web application or related software described in Schedule A - Statement of Work ("Project"). The Developer shall perform the Project in accordance with the agreed specifications, milestones and acceptance criteria.
2. Statement of Work and Deliverables
Schedule A should specify, as applicable, the site architecture, number and type of pages/screens, user roles, workflows, forms, dashboards, APIs, payment-gateway integration, database requirements, CMS, responsive design, accessibility requirements, supported browsers, hosting environment, analytics, SEO deliverables, testing requirements, documentation and training.
Any item not expressly included in the Statement of Work shall be treated as outside scope unless the Parties agree otherwise in writing.
3. Project Schedule
The Project shall commence on __________ and the target completion date shall be __________, subject to timely receipt of Client content, approvals, credentials, data, access and payments.
Milestones:
- Requirements / wireframes: __________
- Design approval: __________
- Development / staging version: __________
- User acceptance testing: __________
- Production deployment / handover: __________
4. Client Responsibilities
The Client shall provide accurate requirements, authorised content, logos, brand assets, domain/hosting credentials and timely approvals. The Client warrants that materials supplied by it may lawfully be used for the Project and do not knowingly infringe third-party rights.
5. Fees, Taxes and Payment
The total Project fee shall be ₹__________ plus applicable taxes, unless stated otherwise. Payment shall be made against the following milestones:
- Advance on execution: ____%
- Design / prototype approval: ____%
- Staging / development milestone: ____%
- User acceptance: ____%
- Production handover: ____%
Invoices shall be payable within ____ days. GST, withholding tax/TDS and other statutory deductions or compliances shall be dealt with in accordance with applicable law.
6. Change Requests
Any change to the approved scope, specifications, integrations, delivery schedule or acceptance criteria shall be documented through a written change request stating the revised fees and timeline. The Developer is not required to perform material out-of-scope work without written approval.
7. Acceptance Testing
The Client shall test each material deliverable within ____ business days after delivery and shall either accept it or provide a reasonably detailed written list of material non-conformities. The Developer shall correct verified non-conformities falling within the agreed scope. Minor defects that do not materially impair intended use shall not by themselves prevent acceptance.
8. Intellectual Property Rights
Unless Schedule A states otherwise, intellectual-property rights in Project-specific deliverables created and paid for under this Agreement shall transfer or be licensed to the Client only to the extent expressly agreed and legally permissible.
The Developer retains ownership of its pre-existing tools, frameworks, libraries, templates, know-how, utilities and reusable components ("Background Technology"). To the extent Background Technology is embedded in the deliverables, the Client receives a perpetual, non-exclusive licence to use it as necessary to operate the paid-for deliverables, subject to any identified third-party licence terms.
Open-source software and third-party software remain subject to their respective licences. The Developer shall identify material third-party dependencies where reasonably practicable.
9. Source Code, Credentials and Handover
On receipt of all amounts due, the Developer shall provide the agreed handover materials, which may include production source code, deployment files, database schema, administrator credentials, documentation and configuration details, subject to the Background Technology and third-party licence provisions above.
10. Confidentiality
Each Party shall keep confidential all non-public commercial, technical, security and business information disclosed by the other Party and shall use such information only for performing this Agreement. Confidentiality obligations do not apply to information that is lawfully public, independently developed without use of confidential information, lawfully received from a third party without restriction, or required to be disclosed by law or competent authority.
11. Personal Data and Privacy
Where the Project involves processing digital personal data, the Parties shall allocate their respective responsibilities in accordance with applicable data-protection law. The Client shall determine lawful purposes and instructions for Client-controlled personal data, while the Developer shall process such data only for the agreed services and authorised purposes, except where law requires otherwise.
The Parties shall implement contractual, organisational and technical safeguards appropriate to the nature of the data and services. Schedule B may specify data categories, processing purposes, retention, security controls, sub-processors, incident reporting, deletion/return requirements and cross-border arrangements where applicable.
12. Information Security
The Developer shall apply reasonable security practices appropriate to the Project, which may include access controls, secure credential handling, dependency management, encryption where appropriate, backups, logging, vulnerability remediation and secure deployment practices. No website or software can be guaranteed to be completely free from all vulnerabilities or cyber threats.
13. Warranties
The Developer warrants that it will perform the services with reasonable professional skill and care and that, during the warranty period of ____ days after acceptance, it will correct reproducible material defects that cause the deliverables to fail substantially to conform to the agreed specifications.
The warranty does not cover defects caused by unauthorised modification, misuse, third-party systems, hosting failures, Client-supplied materials, external APIs, malware, changes to third-party platforms or circumstances outside the Developer's reasonable control.
14. Maintenance and Support
Post-warranty maintenance, content updates, hosting administration, backups, monitoring, security patching and feature enhancements shall be governed by a separate AMC / support schedule or service-level agreement where required.
15. Subcontracting
The Developer may use employees, consultants or subcontractors for portions of the Project, while remaining responsible for their performance. Where a subcontractor will process Client personal data or confidential information, the Developer shall impose appropriate contractual safeguards.
16. Delay and Dependencies
Project dates shall be reasonably extended for delays caused by late Client inputs or approvals, approved scope changes, third-party service failures, force majeure events or other circumstances outside the Developer's reasonable control. Any agreed liquidated-damages provision should be stated expressly in Schedule A and structured in accordance with applicable law.
17. Indemnity
Each Party shall be responsible for third-party claims arising from its own breach of this Agreement, unlawful materials supplied by it, infringement attributable to materials supplied by it, or wilful misconduct, subject to the agreed limitations and claim procedure. Any specific intellectual-property or data-protection indemnity should be expressly set out in Schedule A.
18. Limitation of Liability
Except for liabilities that cannot lawfully be excluded or limited, fraud, wilful misconduct, breach of confidentiality, infringement obligations expressly assumed under this Agreement, or other agreed exclusions, each Party's aggregate contractual liability shall not exceed __________. Neither Party shall be liable for remote or indirect losses to the extent exclusion is permitted by law.
19. Term and Termination
This Agreement begins on the Effective Date and continues until completion of the Project and discharge of surviving obligations, unless terminated earlier. Either Party may terminate for a material breach that remains uncured for ____ days after written notice. The Parties may also specify termination for insolvency, prolonged force majeure, convenience, non-payment or repeated delay.
On termination, the Client shall pay for properly performed work up to the effective date of termination, together with approved non-cancellable third-party costs. Each Party shall return or delete the other Party's confidential information as required, subject to legal retention obligations and ordinary backups.
20. Force Majeure
Neither Party shall be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government restrictions, major telecommunications failures or widespread infrastructure outages, provided the affected Party gives reasonable notice and takes reasonable steps to mitigate the impact.
21. Notices
Formal notices shall be sent to the addresses and email IDs stated below or subsequently notified in writing. Electronic communications may be used where legally valid and agreed by the Parties.
Client notice details: ____________________________
Developer notice details: ____________________________
22. Electronic Execution
The Parties may execute this Agreement in counterparts and, where legally valid, by electronic signature or other recognised electronic means. Electronic records and electronically formed contracts shall have the effect provided by applicable Indian law.
23. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of India.
Any dispute arising out of or relating to this Agreement that is not resolved amicably within 30 days shall be referred to arbitration by a sole arbitrator mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996, as amended. The seat and venue of arbitration shall be __________, India. The language of arbitration shall be English.
Subject to the arbitration clause and applicable law, courts at __________ shall have jurisdiction.
24. General Provisions
- Entire Agreement: This Agreement and its schedules constitute the entire agreement on the Project.
- Amendment: Amendments must be in writing and agreed by authorised representatives.
- Waiver: Delay or failure to enforce a provision is not a continuing waiver.
- Severability: If a provision is held invalid, the remaining provisions continue to the extent legally possible.
- Assignment: Neither Party may assign material obligations without consent, except as permitted in an agreed restructuring or transfer provision.
- Independent Contractors: Nothing creates a partnership, agency, employment or joint venture unless expressly stated.
- Survival: Clauses intended by their nature to survive termination, including payment, confidentiality, intellectual property, liability and dispute resolution, shall survive.
Schedule A - Statement of Work
Project name: ____________________________
Business objective: ____________________________
Pages / modules: ____________________________
Integrations: ____________________________
Technology / CMS: ____________________________
Hosting / cloud responsibility: ____________________________
SEO / analytics requirements: ____________________________
Accessibility requirements: ____________________________
Milestones and acceptance criteria: ____________________________
Fees and payment schedule: ____________________________
Warranty / support period: ____________________________
Special IP / licence terms: ____________________________
Schedule B - Data Processing and Security (if applicable)
Specify categories of personal data, categories of data principals/users, processing purposes, duration, access controls, hosting location, approved subprocessors, security measures, incident-notification process, retention/deletion instructions, audit/cooperation obligations and responsibility for responding to data-principal requests.
Execution
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives on the date first written above.
Name: ____________________________
Designation: _____________________
Signature: ________________________
Date: _____________________________
Name: ____________________________
Designation: _____________________
Signature: ________________________
Date: _____________________________
Witness 1: ____________________________
Witness 2: ____________________________