Web Design & Development Contract

Document ID: WBL-CTR-WEB-[ID]-v1.0 Contract Date: [DATE] Project Name: [PROJECT NAME]

Parties

Service Provider:

Webility ("Agency") [Legal Business Name] [Registered Address, City, Province/State, Country] Business Registration: [NUMBER] Email: legal@webility.local

Client:

[CLIENT LEGAL NAME] ("Client") [Registered Address, City, Province/State, Country] Represented by: [Name, Title] Email: [EMAIL] Phone: [PHONE]

How to Use This Contract: This is a standalone agreement for a web design and development engagement. It does not require a separate Master Service Agreement. By signing below, both Parties agree to all terms herein. Read it fully — it protects both of us.

1. Project Scope

1.1 Description

The Agency agrees to design and develop the following for the Client:

Project: [One-paragraph description of what is being built, for whom, and for what purpose]

Platform / Technology: [e.g., Next.js + Sanity CMS / WordPress + WooCommerce / Shopify]

Estimated Pages / Templates: [NUMBER]

1.2 Detailed Scope

The following services are included:

Discovery & Strategy

• Kickoff meeting and project brief review
• Sitemap and information architecture (up to [X] pages)
• Technical specification document
• [Other]

Design

• Wireframes for [X] page templates (desktop)
• High-fidelity mockups ([X] templates, desktop + mobile + tablet)
• Design system (colors, typography, UI components)
• [X] revision rounds per deliverable
• Figma source files at handover

Development

• Responsive development of all approved designs
• CMS setup and content entry for up to [X] pages
• Contact form with email notification and anti-spam
• SEO baseline: meta tags, sitemap.xml, robots.txt, Open Graph
• Google Analytics 4 integration
• SSL configuration
• Performance optimization (target Lighthouse score: [85+])
• Integration with: [list third-party tools]
• [E-commerce: product catalog, cart, checkout, payment gateway]
• [Multilingual: languages — EN / FR / Other]
• [Other specific features]

Testing & Launch

• Cross-browser testing: Chrome, Firefox, Safari, Edge (latest 2 versions)
• Mobile testing: iOS Safari, Android Chrome
• Form and link testing
• WCAG 2.1 Level AA critical issue review
• Deployment to production server
• DNS migration support
• [X]-day post-launch monitoring

1.3 Deliverables

1.4 Exclusions — What Is NOT Included

The following are explicitly out of scope unless added by signed written amendment:

• Copywriting, content creation, or translation (beyond structural page outlines)
• Custom photography, video production, or illustration
• Logo design or brand identity work
• Paid advertising, SEO campaigns, or ongoing digital marketing
• Email template design or development
• Native mobile application (iOS/Android) development
• Ongoing hosting, maintenance, or support after the post-launch period
• Any features, pages, or functionality not listed in Section 1.2
• Migration of more than [X] pages of existing content
• Training beyond [X] hours
• Securing or renewing domain registration
• Third-party software licensing fees (hosting, plugins, stock imagery, fonts, APIs)

Verbal conversations, emails, or informal agreements do not add to this scope. Any additions require a signed written amendment to this Contract.

2. Timeline

Estimated Start Date: [DATE] (contingent on deposit receipt and kickoff completion) Estimated Completion Date: [DATE]

2.1 Timeline Conditions

(a) Client delay: The Client has [5] business days to review and respond to each submission. If the Client fails to respond within this window, the deliverable is deemed approved and the timeline advances. Delays attributable to the Client extend all subsequent deadlines by an equivalent period — the Agency is not in breach of any deadline during a Client-caused delay.

(b) Prolonged inaction: If the Client fails to respond or provide required materials for more than [15] consecutive business days, the Agency may suspend work. If inaction exceeds [30] consecutive calendar days, the project may be declared abandoned. Reactivation requires a new amendment and may incur a re-mobilization fee of up to [20]% of the remaining contract value.

(c) Change-driven delay: Any approved change to scope automatically adjusts the timeline accordingly.

(d) Force majeure: Neither Party is in default for delays caused by events outside their reasonable control (see Section 14).

3. Fees & Payment

3.1 Total Contract Fee

Total Fee: [CURRENCY] [AMOUNT] (exclusive of applicable taxes)

3.2 Payment Schedule

3.3 Payment Terms

• All invoices are due within 15 calendar days of issue
• Accepted payment methods: [Bank transfer / Credit card via Stripe / Interac e-Transfer / Other]
• Applicable taxes (GST/HST, VAT, sales tax) are added to all invoices based on Client's billing address

3.4 Late Payment

Amounts unpaid after the due date accrue interest at 1.5% per month (18% per annum). The Agency may: (a) Suspend all work until overdue amounts are paid; (b) Withhold delivery of final files, credentials, and the live site until all amounts are settled; (c) Terminate this Contract per Section 12.

The Client remains responsible for all amounts owed for work performed to the suspension date.

3.5 Additional Work

Work requested beyond this scope is billed at [RATE]/hour and requires a signed written amendment before the Agency proceeds. This includes additional revision rounds, new features, additional pages, and post-approval redesigns.

3.6 Expenses

Third-party costs (stock imagery, font licenses, plugin licenses, domain registration, hosting) are not included in the contract fee unless explicitly listed in Section 1.2. These costs are invoiced at cost + 10% administration fee after written pre-approval.

4. Revision Policy

A "revision round" is one consolidated set of written feedback from all Client stakeholders, resulting in one revised version. The Client must submit consolidated feedback within [5] business days of each submission. Multiple separate feedback submissions from different stakeholders within the same round are treated as a single round.

Post-approval changes: Changes requested after a deliverable has been formally approved — whether written or deemed — are out-of-scope and require a written amendment with additional fees.

5. Client Responsibilities

5.1 Required Before Work Begins

The Client must provide the following before or at the kickoff meeting:

• Signed contract and deposit payment
• Existing brand assets (logo in vector format, brand guidelines if available)
• Access to: existing hosting, domain registrar, CMS, Google Analytics, third-party platforms
• List of required third-party integrations and existing account credentials
• Primary decision-maker designation with authority to approve designs and authorize launch

5.2 During the Project

• All text content for [X] pages delivered by [DATE or Phase X start]
• All photographs or images (high-resolution, properly licensed) delivered by [DATE]
• Consolidated written feedback submitted within [5] business days per review round
• Attendance at scheduled review calls by authorized decision-makers
• Timely access to third-party systems as needed by the Agency

5.3 Content Responsibility

The Client is solely responsible for the accuracy, legality, and completeness of all content provided. The Agency does not verify that content is factually accurate, legally compliant, or free from third-party IP claims. The Client warrants that all provided content is owned by or properly licensed to the Client.

6. Intellectual Property

6.1 Transfer Conditioned on Full Payment

Upon receipt of full payment of all amounts owed under this Contract, the Agency assigns to the Client all right, title, and interest in the custom-created portions of the Deliverables (unique designs, custom code written exclusively for this project).

If any amount remains outstanding, no IP transfer occurs. The Client may not use, publish, or deploy the work.

6.2 Agency Pre-Existing IP

The Agency retains ownership of all frameworks, libraries, templates, code snippets, and methods it brings to the project or develops independently. A perpetual, non-exclusive license to use such elements as embedded in the Deliverables is granted to the Client upon full payment.

The Client may not:

• Extract or reuse Agency frameworks in other projects
• Claim ownership of any generic component or template
• Sublicense any Agency Pre-Existing IP

6.3 Third-Party Components

The Deliverables will incorporate third-party components (open-source libraries, licensed fonts, stock assets, plugins). These are subject to their respective licenses, which govern the Client's rights of use. The Agency will document material third-party components at handover. The Client is responsible for:

• Reviewing and complying with third-party license terms
• Renewing any commercial licenses that require ongoing subscription
• Ensuring open-source copyleft license obligations (e.g., GPL) are met if the Client modifies the code

6.4 Client Materials

The Client retains ownership of all content, images, logos, and data provided to the Agency. The Client grants the Agency a limited license to use these materials solely for this project.

6.5 Portfolio Rights

The Agency may display the completed work in its portfolio, website, and marketing materials. The Client may opt out by written request within 30 days of project completion.

7. Warranties & Disclaimers

7.1 Agency Warranty

The Agency warrants that the custom-created Deliverables will function materially as described in Section 1.2 for [30] days after launch (the "Warranty Period"), provided that:

(a) The Client has not modified the codebase, database, or CMS configuration; (b) Third-party services (APIs, plugins, hosting) continue to function as at launch; (c) The Client has maintained all required subscriptions and licenses.

During the Warranty Period, the Agency will fix verified bugs at no charge.

7.2 Disclaimers

THE AGENCY MAKES NO WARRANTIES BEYOND THOSE IN SECTION 7.1, INCLUDING:

(a) No ranking or traffic guarantee: The Agency does not guarantee specific Google rankings, organic traffic levels, conversion rates, revenue outcomes, or any other business performance metric. SEO is a long-term, multifactorial discipline that depends on factors outside the Agency's control.

(b) No uptime guarantee: Unless the Agency is engaged for hosting (separate agreement), the Client's hosting provider is solely responsible for uptime, speed, and server security.

(c) No third-party guarantee: The Agency is not responsible for the availability, performance, or policy changes of any third-party platform, API, plugin, or service integrated into the Deliverables after launch. If a third-party platform deprecates a feature, changes its API, or goes offline, resolving the impact falls outside this Contract.

(d) No accessibility guarantee beyond stated scope: The Agency will address WCAG 2.1 AA critical issues identified during testing. Full WCAG compliance audits, legal compliance opinions, or remediation beyond the testing scope require a separate engagement.

(e) No email deliverability guarantee: If the project includes email templates or transactional email setup, deliverability depends on the Client's domain reputation, DNS configuration, and email service provider — factors largely outside the Agency's control.

(f) No browser beyond stated scope: Testing is conducted on the browsers and versions listed in Section 1.2. The Agency is not responsible for display issues on browsers, operating systems, or device types not included in the agreed testing scope.

(g) Post-handover modifications: If the Client or any third party modifies the Deliverables after handover, the warranty in Section 7.1 is void for affected components.

8. Confidentiality

Both Parties agree to keep confidential all non-public information disclosed by the other Party in connection with this project, using at least reasonable care. This obligation survives termination of this Contract for 5 years. Exceptions apply for information that is publicly known, independently developed, received from a third party without restriction, or required to be disclosed by law.

9. Limitation of Liability

9.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOST REVENUE, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

THE AGENCY'S TOTAL LIABILITY UNDER THIS CONTRACT, IN ANY FORM, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY UNDER THIS CONTRACT IN THE THREE (3) MONTHS PRIOR TO THE CLAIM.

9.3 Essential Basis

The Parties acknowledge these limitations reflect a reasonable allocation of risk and are fundamental to the pricing of this engagement.

10. Indemnification

The Client shall defend, indemnify, and hold harmless the Agency from any third-party claims arising from: (a) Client-provided content infringing third-party rights; (b) Client's use of the Deliverables in violation of applicable law; (c) the Client's breach of this Contract. The Agency shall indemnify the Client against claims that the custom-created portions of the Deliverables (excluding Client content and third-party components) infringe third-party IP rights.

11. Data Protection

Each Party shall comply with applicable data protection laws in performing this Contract. The Client is solely responsible for ensuring that the website — including any data collected from end users — complies with GDPR, PIPEDA, Law 25, CCPA, or any other applicable privacy law. The Agency will implement technical features as specified (e.g., cookie consent banners, contact form data handling) but does not provide legal compliance opinions. The Client should seek independent legal advice on privacy compliance before launch.

12. Term & Termination

12.1 Termination by Client for Convenience

The Client may terminate this Contract with 30 days' written notice. Upon termination: (a) All fees for work completed and costs incurred to date are immediately due; (b) The deposit is non-refundable in all cases; (c) Milestone payments already invoiced are due regardless of termination; (d) The Agency delivers all completed work product subject to full payment; (e) No IP transfer occurs until all amounts are paid.

12.2 Termination for Breach

Either Party may terminate immediately with written notice if the other Party materially breaches this Contract and fails to cure within 15 days of written notice. The Agency may also terminate immediately for non-payment of any undisputed invoice outstanding more than 15 days past its due date.

12.3 Project Abandonment

If the Client fails to respond to communications or provide required materials for more than 30 consecutive calendar days despite written notice, the Agency may deem the project abandoned, invoice for all work performed to date (including the full deposit), and close the project. Reinstatement requires a new contract.

12.4 Effect of Termination

Sections 3, 6, 7.2, 8, 9, 10, 13, and 14 survive termination.

13. Dispute Resolution

The Parties shall first attempt to resolve any dispute through good faith negotiation between senior representatives within 15 business days of written notice. If unresolved, disputes shall be submitted to mediation before either Party initiates litigation. Each Party bears its own legal costs in mediation. Nothing herein prevents either Party from seeking emergency injunctive relief from a court of competent jurisdiction.

14. Force Majeure

Neither Party is in breach for delays caused by events beyond their reasonable control, including natural disasters, pandemics, war, government action, internet infrastructure outages, or third-party platform failures. The affected Party shall provide prompt written notice. If a Force Majeure Event persists beyond 30 days, either Party may terminate with payment for work performed to date.

15. Governing Law

This Contract is governed by the laws of [Province/State, Country]. Disputes not resolved under Section 13 are subject to the exclusive jurisdiction of the courts of [City, Province/State, Country].

16. General

(a) Entire Agreement: This Contract is the entire agreement between the Parties for this project. It supersedes all prior discussions, proposals, and representations. (b) Amendments: Must be in writing and signed by both Parties. Email approval is not sufficient unless a formal written amendment is subsequently signed. (c) Severability: If any provision is invalid, the remainder continues in force. (d) Waiver: Failure to enforce any right is not a permanent waiver. (e) Assignment: Client may not assign this Contract without Agency's written consent. (f) Independent Contractor: The Agency is an independent contractor, not an employee, partner, or joint venture of the Client. (g) Electronic Signatures: DocuSign and equivalent platforms are valid and binding. (h) Language: The Parties confirm this agreement is in English. Les parties confirment que ce contrat est rédigé en anglais.

Signatures

Webility LLC

Signature: ___________________________ Date: _______________ Name: ___________________________ Title: ___________________________

[CLIENT LEGAL NAME]

Signature: ___________________________ Date: _______________ Name: ___________________________ Title: ___________________________

Project Summary (Attach or Complete)

Webility — WBL-CTR-WEB-[ID]-v1.0 | Seek independent legal advice before signing high-value contracts.