Free Web Design Agreement Template (UK)

What is this document?

This web design agreement template is a ready-to-use contract between a designer (or design agency) and a client for the design and development of a website. It covers every stage of a typical web project, including scoping, design, development, testing, launch, and handover. The agreement sets out clear terms on payment, intellectual property, revision rounds, timelines, and what happens if the project needs to change direction. Written in plain English and tailored to UK law.

Who needs it?

This template is designed for freelance web designers, web design studios, digital agencies, and development companies operating under the laws of England and Wales. It is suitable for projects ranging from simple brochure websites to more complex bespoke web applications. Both parties should be businesses; this is a B2B agreement and does not include consumer protection provisions.

Why is it important?

Web design projects frequently run into disputes over scope, revisions, delays, and payment. A clear written agreement helps both parties understand exactly what is included in the project, how changes will be handled, when payments are due, and who owns the finished work. Without a proper contract, designers risk not being paid for additional work, and clients risk not receiving what they expected. This agreement protects both sides and provides a framework for resolving issues professionally.

Key UK legislation

Copyright, Designs and Patents Act 1988 (CDPA 1988)Late Payment of Commercial Debts (Interest) Act 1998Supply of Goods and Services Act 1982 (SGSA 1982)

Template document

Web Design Agreement

This agreement is entered into between [Designer Name / Agency Name] (registered in England and Wales under company number [Company Number]), whose registered office is at [Designer Address] (the "Designer") and [Client Name] (registered in England and Wales under company number [Company Number]), whose registered office is at [Client Address] (the "Client").

This agreement sets out the terms on which the Designer will design, develop, and deliver a website for the Client as described in the project brief attached at Schedule 1.

1. Definitions and Interpretation

1.1 In this agreement, the following definitions apply:

"Approval" means the Client's written confirmation (including by email) that a deliverable or milestone has been accepted.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.

"Change Request" means a written request from the Client to change the scope of the project, as described in clause 13.

"Client Content" means all text, images, photographs, logos, branding materials, data, and other content provided by the Client for use in the website.

"Completion Date" means the date by which the project is to be completed, as set out in the project timeline at Schedule 2, subject to any extensions agreed under this agreement.

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

"Deliverables" means the website, designs, code, and all other materials created by the Designer under this agreement.

"Deposit" means the initial payment due from the Client before work commences, as specified in clause 12.

"Final Deliverables" means the completed website and all associated files, source code, and assets delivered to the Client at the conclusion of the project.

"Fees" means the total charges payable by the Client for the project, as set out in Schedule 3.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, business names, domain names, rights in get-up and trade dress, goodwill, rights to sue for passing off, design rights, database rights, and all other intellectual property rights, in each case whether registered or unregistered.

"Milestone" means a stage of the project identified in the project timeline at Schedule 2.

"Project Brief" means the document at Schedule 1 setting out the scope, objectives, and requirements for the website.

"Revision Round" means one cycle of feedback and amendments to a deliverable, as described in clause 5.

"Third-Party Materials" means any software, code, fonts, images, plugins, or other materials owned by a third party that are incorporated into the Deliverables.

1.2 References to clauses and schedules are to the clauses and schedules of this agreement. Headings are for convenience only and do not affect interpretation.

2. Scope of Work

2.1 The Designer shall design, develop, and deliver the website in accordance with the Project Brief at Schedule 1.

2.2 The scope of the project is limited to the work described in the Project Brief. Any work not expressly included in the Project Brief is outside the scope of this agreement and will be subject to a separate quotation or Change Request.

2.3 The Designer shall carry out the work with reasonable care and skill in accordance with the Supply of Goods and Services Act 1982.

2.4 The Designer shall allocate suitably qualified and experienced personnel to carry out the work.

3. Project Timeline and Milestones

3.1 The project shall be carried out in accordance with the timeline and Milestones set out in Schedule 2.

3.2 The parties acknowledge that the timeline is an estimate given in good faith and that the Completion Date is dependent on the Client fulfilling its obligations under clause 4 in a timely manner.

3.3 If the Client delays in providing Client Content, feedback, Approval, or access as required under this agreement, the Completion Date and any affected Milestone dates shall be extended by a period equal to the delay, plus a reasonable period for the Designer to reschedule the work.

3.4 The Designer shall notify the Client promptly if the Designer becomes aware that any Milestone or the Completion Date is likely to be missed, together with a revised estimate.

4. Client Obligations

4.1 The Client shall: (a) provide all Client Content required for each Milestone in the format and by the dates specified in the project timeline; (b) provide feedback on designs and deliverables within [5] Business Days of receiving them, or such other period as the parties may agree; (c) provide access to the Client's existing website, hosting account, domain registrar, and any other systems or platforms reasonably required by the Designer to carry out the work; (d) designate a single point of contact with authority to provide instructions, feedback, and Approval on behalf of the Client; (e) ensure that all Client Content is accurate, complete, and does not infringe any third party's rights; and (f) obtain all necessary consents and licences for the Client Content.

4.2 The Client acknowledges that the Designer's ability to meet the project timeline depends on the Client performing its obligations under this clause 4. Delays caused by the Client shall not be treated as a breach by the Designer.

5. Design Approval and Revision Rounds

5.1 The Designer shall present design concepts to the Client at the Milestones identified in the project timeline.

5.2 The project includes [2] Revision Rounds for each major design stage (for example, homepage design, inner page templates). Each Revision Round consists of one set of consolidated feedback from the Client and one set of corresponding amendments by the Designer.

5.3 The Client shall provide feedback in writing (including by email) in a clear, consolidated format. Contradictory or piecemeal feedback that requires additional Revision Rounds may be treated as a Change Request.

5.4 Additional Revision Rounds beyond those included in clause 5.2 will be charged at the Designer's standard hourly rate of [amount] per hour (plus VAT), or as otherwise agreed in writing.

5.5 The Client shall give Approval for each design stage before the Designer proceeds to the next stage. Approval shall not be unreasonably withheld or delayed.

5.6 Once the Client gives Approval for a design stage, any subsequent changes to that stage will be treated as a Change Request under clause 13.

6. Development and Testing

6.1 Following Approval of the final designs, the Designer shall develop the website in accordance with the approved designs and the Project Brief.

6.2 The Designer shall build the website using [specified technology/CMS, e.g., WordPress, custom HTML/CSS, or as set out in the Project Brief].

6.3 The Designer shall test the website to ensure it functions correctly across the browsers and devices specified in the Project Brief. Unless otherwise agreed, testing shall cover the current versions of [Chrome, Firefox, Safari, and Edge on desktop, and Safari on iOS and Chrome on Android].

6.4 The Designer shall make the website available to the Client on a staging server or test environment for the Client to review and test before launch.

6.5 The Client shall review the website on the staging environment and notify the Designer of any issues within [5] Business Days. Issues that fall within the agreed scope of the Project Brief will be resolved by the Designer at no additional charge. Requests that fall outside the scope will be treated as Change Requests.

7. Hosting and Domains

7.1 Unless the Project Brief specifies that the Designer will provide hosting, the Client is responsible for providing and maintaining suitable web hosting for the website.

7.2 The Client is responsible for the registration, renewal, and management of domain names for the website.

7.3 If the Designer arranges hosting or domain registration on the Client's behalf, the Client shall reimburse the Designer for any third-party costs incurred, and the Designer shall ensure that any domains or hosting accounts are registered in the Client's name or can be transferred to the Client on request.

8. Client Content and Materials

8.1 The Client shall provide all Client Content by the dates specified in the project timeline. If the Client fails to provide content on time, the Designer may use placeholder content and the project timeline shall be adjusted accordingly.

8.2 The Client warrants that the Client Content does not infringe any third party's Intellectual Property Rights or other rights and does not contain anything that is defamatory, obscene, or otherwise unlawful.

8.3 The Client shall indemnify the Designer against any claim, loss, or damage arising from a breach of the warranty in clause 8.2.

9. Intellectual Property

9.1 The Designer hereby assigns to the Client, with full title guarantee, all Intellectual Property Rights in the Final Deliverables, with effect from the date on which the Client has paid the Fees in full. Until payment in full, the Designer retains all Intellectual Property Rights in the Deliverables.

9.2 The assignment in clause 9.1 does not apply to: (a) Third-Party Materials, which are licensed to the Client on the terms of the applicable third-party licence; (b) any pre-existing materials owned by the Designer that are incorporated into the Deliverables (the "Designer's Pre-Existing Materials"), in respect of which the Designer grants the Client a non-exclusive, perpetual, royalty-free licence to use, copy, modify, and display such materials as part of the website; or (c) the Designer's general skills, knowledge, experience, and techniques.

9.3 In accordance with the Copyright, Designs and Patents Act 1988, the assignment of copyright under clause 9.1 is intended to take effect as an assignment of future copyright. The parties agree that this clause constitutes an agreement in writing for the purposes of section 91 of that Act.

9.4 The Client grants the Designer permission to include the completed website in the Designer's portfolio and to include a brief credit line (for example, "Designed by [Designer Name]") in the website footer, unless the Client objects in writing.

10. Third-Party Materials

10.1 The Designer shall notify the Client of any Third-Party Materials incorporated into the Deliverables, including the applicable licence terms and any ongoing costs.

10.2 The Client is responsible for complying with the licence terms of any Third-Party Materials after handover of the website.

10.3 The Designer shall use reasonable efforts to ensure that any Third-Party Materials are appropriately licensed for the Client's intended use of the website.

11. Confidentiality

11.1 Each party shall keep the other party's Confidential Information strictly confidential and shall not disclose it to any third party without the other party's prior written consent.

11.2 This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation, or court order.

11.3 The obligations in this clause 11 shall survive termination of this agreement for a period of [2] years.

12. Fees and Payment

12.1 The Client shall pay the Fees set out in Schedule 3. All Fees are stated exclusive of VAT, which shall be added at the prevailing rate where applicable.

12.2 The Fees shall be payable as follows: (a) a Deposit of [percentage, e.g., 30]% of the total Fees, payable before work commences; (b) [percentage]% upon Approval of the design stage; (c) [percentage]% upon completion of development and launch of the website; or as otherwise specified in Schedule 3.

12.3 The Designer shall issue invoices at each Milestone. Payment is due within [14] days of the date of the invoice.

12.4 If the Client fails to make any payment when due, the Designer shall be entitled to charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, which currently provides for interest at 8% per annum above the Bank of England base rate, calculated on a daily basis from the due date until actual payment.

12.5 In addition to interest under clause 12.4, the Designer may claim fixed-sum compensation for debt recovery costs as provided by the Late Payment of Commercial Debts (Interest) Act 1998.

12.6 The Designer shall not be obliged to continue work or deliver any materials while any invoice remains unpaid for more than [14] days beyond its due date.

13. Change Requests

13.1 If the Client wishes to change the scope of the project, the Client shall submit a Change Request in writing to the Designer.

13.2 The Designer shall respond to a Change Request within [5] Business Days with an assessment of the impact on the project timeline and Fees.

13.3 No change shall be implemented until the Client has approved the revised timeline and additional Fees in writing. Once approved, the Change Request shall form part of this agreement.

13.4 The Designer is not obliged to accept any Change Request but shall not unreasonably refuse to do so.

14. Warranties

14.1 The Designer warrants that: (a) the Deliverables will be created with reasonable care and skill in accordance with the Supply of Goods and Services Act 1982; (b) the Deliverables will materially conform to the Project Brief; (c) to the best of the Designer's knowledge, the Deliverables will not infringe any third party's Intellectual Property Rights; and (d) the website will function materially as described in the Project Brief when tested in the browsers and devices specified in clause 6.3.

14.2 The Client warrants that: (a) the Client has full authority to enter into this agreement; (b) the Client Content complies with clause 8.2; and (c) the Client's designated point of contact has authority to give Approval and instructions on behalf of the Client.

14.3 Except as expressly set out in this agreement, all warranties, conditions, and representations, whether express or implied (by statute, common law, or otherwise), are excluded to the fullest extent permitted by law.

15. Limitation of Liability

15.1 Nothing in this agreement limits or excludes either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.

15.2 Subject to clause 15.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profits, revenue, business, or anticipated savings; (b) any loss of data; (c) any loss of goodwill or reputation; or (d) any indirect, special, or consequential loss.

15.3 Subject to clause 15.1, each party's total aggregate liability to the other in respect of all claims arising under or in connection with this agreement shall not exceed the total Fees payable under this agreement.

16. Termination

16.1 Either party may terminate this agreement by giving [14] days' written notice to the other party if: (a) the other party commits a material breach of this agreement and, where the breach is capable of remedy, fails to remedy it within [14] days of receiving written notice requiring it to do so; or (b) the other party becomes insolvent, enters into administration, liquidation, or receivership, or makes any arrangement with its creditors.

16.2 The Client may terminate this agreement for convenience at any time by giving [14] days' written notice to the Designer. In such a case: (a) the Client shall pay the Designer for all work completed up to the date of termination, calculated on a pro-rata basis by reference to the Milestones completed; (b) the Deposit is non-refundable; and (c) the Designer shall deliver to the Client all completed and partially completed Deliverables, subject to payment.

16.3 The Designer may terminate this agreement immediately by written notice if the Client fails to pay any invoice within [30] days of its due date.

16.4 Termination shall not affect any rights or obligations that have accrued before the date of termination, including the right to claim damages for any breach that existed at or before the date of termination.

16.5 Clauses that by their nature are intended to survive termination shall continue in force, including clauses 9, 11, 15, and 17.

17. Post-Launch Support

17.1 The Designer shall provide [number] days of post-launch support following the website launch date, during which the Designer will fix any bugs, errors, or issues that fall within the original scope of the Project Brief at no additional charge.

17.2 Post-launch support does not include: (a) new features or functionality not included in the Project Brief; (b) content updates or changes; (c) issues caused by the Client or a third party modifying the website after launch; or (d) issues caused by changes to the Client's hosting environment.

17.3 After the post-launch support period, the Designer may offer ongoing maintenance and support under a separate agreement at the Designer's standard rates.

18. General Provisions

18.1 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this agreement to the extent that the failure or delay is caused by any event beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, pandemic, war, terrorism, power failure, or failure of telecommunications networks.

18.2 Entire Agreement. This agreement, including its schedules, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, and arrangements between the parties, whether written or oral.

18.3 Variation. No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties.

18.4 Assignment. Neither party may assign or transfer any rights or obligations under this agreement without the other party's prior written consent, except that the Designer may sub-contract elements of the work provided the Designer remains responsible for the work of any sub-contractor.

18.5 Waiver. A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.6 Severability. If any provision of this agreement is found by any court or authority to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.7 Third Party Rights. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

18.8 Notices. Any notice given under this agreement shall be in writing and may be delivered by hand, by pre-paid first-class post, or by email to the address specified in this agreement. A notice shall be deemed received: if delivered by hand, at the time of delivery; if sent by post, on the second Business Day after posting; if sent by email, at the time of transmission, provided no delivery failure notification is received.

18.9 Governing Law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

18.10 Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.

This document was created using a template from website-contracts.co.uk

Clause-by-clause guide

Plain English explanations of the key sections.

Clause 2 ties the entire project to the Project Brief in Schedule 1. This is deliberate: a well-defined brief is the single most effective way to prevent scope creep. Make sure the Project Brief is detailed enough to be meaningful, covering the number of pages, features, functionality, and any integrations. Anything not in the brief is out of scope and will require a Change Request.

Clause 5 sets a clear process for design feedback. The default is two revision rounds per major design stage. Each round consists of one set of consolidated feedback from the client and one set of amendments from the designer. This prevents the common problem of endless, piecemeal revisions. Additional rounds are charged at your hourly rate. Adjust the number of included rounds and the hourly rate to match your pricing model.

Clause 9 assigns all intellectual property in the deliverables to the client, but only once they have paid in full. This is a powerful incentive for timely payment and protects the designer's investment. The assignment does not cover third-party materials (which are licensed separately), the designer's pre-existing materials (which are licensed to the client), or the designer's general skills and know-how. The clause references section 91 of the Copyright, Designs and Patents Act 1988 to ensure the assignment of future copyright is effective.

Clause 12 structures payment across milestones: a non-refundable deposit before work begins, a payment at design approval, and a final payment on launch. This cash flow structure protects both parties. The late payment provisions reference the Late Payment of Commercial Debts (Interest) Act 1998, which gives the designer a statutory right to charge interest at 8% above base rate, plus fixed compensation for debt recovery costs. Fill in the deposit percentage and milestone split to match your usual terms.

Clause 13 establishes a formal process for managing scope changes. Any change to the project must be requested in writing, assessed by the designer for impact on timeline and cost, and approved by the client before implementation. This prevents the common problem of informal requests expanding the project without corresponding adjustments to the budget or deadline.

Clause 15 limits each party's total liability to the total fees payable under the agreement and excludes liability for indirect and consequential losses. This is standard for commercial contracts under English law. The exclusions do not apply to liability for death, personal injury, or fraud, as these cannot be excluded. The liability cap is set at the total project fees, which is proportionate for a fixed-scope project.

Clause 16 allows either party to terminate for material breach and allows the client to terminate for convenience. If the client cancels the project, they must pay for all work completed to date and the deposit is non-refundable. This protects the designer from losing income when a project is cancelled after significant work has been done. The designer can also terminate immediately if an invoice goes unpaid for 30 days.

Frequently asked questions

Under this agreement, the designer assigns all intellectual property rights in the final deliverables to the client, but only once the client has paid the fees in full. Until full payment, the designer retains ownership. This approach protects the designer's investment while giving the client full ownership of their website once they have paid for it. The assignment does not cover third-party materials such as stock images, fonts, or plugins, which remain subject to their own licence terms.

The agreement includes a formal Change Request process in clause 13. Any work outside the original Project Brief must be requested in writing. The designer assesses the impact on cost and timeline, and the change only goes ahead once the client approves the revised terms in writing. This prevents scope creep and ensures the designer is fairly compensated for additional work. It also gives the client transparency over how changes affect the budget.

The default is two revision rounds per major design stage, such as the homepage design and inner page templates. Each revision round is one cycle of consolidated feedback from the client and corresponding amendments from the designer. Additional rounds are charged at the designer's hourly rate. You can adjust the number of included rounds to suit your pricing model, but it is important to set a clear limit to manage expectations.

Clause 4 requires the client to provide content by the dates set out in the project timeline. If content is late, the project timeline is extended by the period of the delay plus a reasonable rescheduling period. The designer may also use placeholder content and proceed with development. Late content from the client is not treated as a breach by the designer, which protects the designer from liability for missed deadlines caused by the client.

Yes. The client can terminate the agreement for convenience at any time by giving 14 days' written notice. However, the client must pay for all work completed up to the date of termination, and the deposit is non-refundable. The designer will hand over all completed and partially completed work, subject to payment. This arrangement balances the client's right to walk away with the designer's need to be paid for work already done.

The agreement includes a post-launch support period (clause 17) during which the designer will fix bugs and issues within the original scope at no extra charge. The duration of this period is a placeholder that you should fill in based on your standard offering, typically 14 to 30 days. After this period, ongoing maintenance and support would be provided under a separate maintenance agreement, which can be negotiated between the parties.