Research clearly shows that it’s important to clients that solicitors make the effort to understand their businesses. There is a simple reason for this – if you don’t understand the commercial drivers behind a client seeking legal advice, it’s unlikely you can do more than advise on the law which is often only a part of providing good legal advice.
In some areas, an understanding of how things work in practice is not only strongly preferable, it’s an imperative, and the following is a good example.
The web design contract example
A strong web presence is now extremely important for most businesses. It is estimated that for most businesses, the online market for what they sell, be it goods or services, is upwards of 20% of the overall market and rising. Some lawyers still fail to believe or accept that this is also the case for law.
To have a chance of getting work online, generally, a good website is needed. This in turn involves not only a well designed and attractive website but also a functional website that works well across the myriad of different devices of all types, shapes and sizes and web browsers. It involves many other aspects.
Millions of websites are created or revamped every year, and a significant proportion are created or updated by web designers. The cost of using a web designer can range from £1,000.00 up to hundreds of thousands of pounds for a very large and complex e-commerce site. Let’s say, for example, that the average website costs somewhere between £5,000.00 to £10,000.00.
Bearing in mind the importance of a website and that the cost to have one done is not generally cheap, it makes economic and practical sense to ensure you have a contract with a web design company to ensure things are done right and you are protected. Aside from the cost of getting the website done, if it is not done correctly or to an agreed timescale, a business may lose a lot of money in lost business.
At Darlingtons, we also understand that small businesses now often consider the option of looking for a suitable contract online from one of the many companies that now offer legal contracts online. In some cases those contracts do offer a useful starting point for a contract and where the contract is of low importance or value, some may even be useable.
However, with due respect to the companies that create online precedents, most do not have the in-depth or practical knowledge to ensure that a contract contains important provisions based on experience of the underlying business or the problems that can arise. This only comes from experience of that area of business and the things that can go wrong.
So, we have established that a web design contract is a common and generally very important contract – let’s now look at what’s available to protect a client using a web designer and/or to negotiate important issues based on a contract supplied by the designer.
I looked at several online resources for a web design contract – firstly, I looked at precedents available from PLC, an online resource many lawyers subscribe to for legal precedents. This, along with several of the most prominent and popular online legal contract template suppliers, offers an agreement utilising the following main contract clauses :-
- parties to the agreement
- responsibilities of supplier
- duties of customer
- project management
- procedure for altering specifications
- testing and approval
- agreed price and terms of payment
- intellectual property rights (and ownership)
- limitation of liability
- termination clauses
- website specification schedule
As commercial lawyers will tell you, the vast majority of the above clauses are known as “boilerplate” clauses. This means they are standardised types of clauses you would expect to see in most commercial contracts, relating to areas such as service standard, timing, warranties, limitation of liability. They are of course inherently crucial clauses. The problem is that the “devil is in the detail” and without knowing the details of what web designers do, what can go wrong and the consequences, such clauses will not offer real clarity or adequate protection.
In practical terms
In our firm we are lucky enough to work closely with a web marketing expert, so we have got to know and understand what matters with websites. This in turn means we are able to advise clients on what really matters in website design contracts. Having been unable thus far to find a single precedent that adequately describes important web design issues, it may help if we summarise these below.
- milestones for payments, typically 50% on signing contract, 50% on completion
- analysis of any existing website, any technical or design problems, explaining and advising
- milestones for design, critical stages and client sign off on important design and structure milestones
- Discuss website structure and architecture including for internal link flow, a suitable hierarchy and appropriate url structure
- which is the most appropriate content management system for the site
- designer to commit to ensure website is compliant with google’s current quality guidelines and is suitable for good online optimisation with search engines, especially google
- Who is supplying the text?
- Who is supplying the images?
- website hosting
- website security issues
- compliance with legal issues for EU cookie law, data protection generally, useability for disabled people and Distance Selling Regulations
- Post launch advice and assistance or maintenance as necessary to update plugins or other functionality which ties in with security
- setting up analytics
- linking the site with social media activity
- with an existing site, migrating content, dealing with possible page redirects and ensuring minimum disruption with existing rankings in search engines
- agreement as to whether web designer will be responsible for page tag descriptions for search engines or for any other form of optimisation of content or online marketing or design only
- final testing before launch include browser and device compatibility
- training for clients on how to use the website and add or edit content
The above are just a small selection of the important issues which arise on web design contracts. most of which are not found on standard precedents. It is surprising, given the number of projects and contracts for web design every year, that there is a dearth in this area.
If you are web designer who needs suitable terms and conditions for your business or a client about to commission a web design project, get in touch with me. Our firm has genuine expertise in this important area.
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