Website Development Agreement Template For NZ Agencies

Jess runs a small web agency in Wellington. A client has approved a $12,000 website build, everyone is excited, and the project is meant to launch in eight weeks.

Two weeks in, the client asks for a booking system, extra landing pages and copywriting support. Then the client goes quiet for 10 days when Jess needs feedback on the homepage design. Suddenly, the project timeline, price and scope are all blurry.

This is exactly where a clear website development agreement, or a carefully written statement of work, earns its keep. It helps you set expectations before the work starts, so the project has a better chance of finishing on time, being paid properly and ending with a happy client.

Do You Need A Website Development Agreement Or Statement Of Work?

Yes, you should use a written agreement before you start the build, even for a small website project. A friendly email thread can feel enough at the start, but it usually doesn't cover the messy parts of a website project: delays, extra work, approvals, handover and who owns what.

For a New Zealand web agency, a website development agreement usually sets the main legal terms between you and your client. A statement of work pack, often called an SOW, then sets the project-specific details.

You might use:

• A master services agreement for your general client terms, including payment, liability, IP, confidentiality and termination.
• A statement of work for each project, including deliverables, milestones, price, timing and assumptions.
• Online terms for smaller website packages sold through your site, where the client accepts terms digitally.

If you're a client hiring an agency, you still want the same clarity. A proper website development contract in NZ should tell you what you're getting, when you'll get it, what you need to provide and what happens if things change.

Templates can be useful starting points, but they often miss the practical details that cause problems in real projects. Before you use one, have it tailored to your services, your workflow and the type of clients you work with.

What Should A Website Development Agreement Template Include?

A good website development agreement template should include the project scope, payment terms, change process, IP rules, hosting position, third-party tools, testing process and handover steps. If those points aren't clear, you may struggle to recover unpaid invoices or push back on work that was never included.

Here is a practical fill-in outline you can use as a starting point. This isn't a finished legal document, and a lawyer should tailor it before you use it with clients.

1. Parties: write the legal names, NZBNs if relevant, addresses and main contacts for both businesses.
2. Project Summary: describe the website, business goals, platform and any key assumptions.
3. Scope Of Work: list exactly what you'll design, build, write, integrate, test and deliver.
4. Out Of Scope Items: state what isn't included, such as SEO retainers, copywriting, photography, paid ads, hosting or ongoing maintenance.
5. Milestones: break the project into stages, such as discovery, wireframes, design, development, testing and launch.
6. Fees And Payment: set deposits, milestone invoices, due dates, GST treatment and any late payment consequences.
7. Client Responsibilities: list what the client must provide, such as brand assets, content, feedback, access credentials and approvals.
8. Change Requests: explain how extra work is requested, quoted, approved and scheduled.
9. IP Ownership And Licence: say who owns the final website, source files, custom code, templates, stock content and pre-existing materials.
10. Third-Party Tools: identify plugins, fonts, APIs, software subscriptions and licences the client will need.
11. Hosting And Maintenance: state whether you provide hosting, arrange hosting, or leave hosting to the client.
12. Acceptance Testing: set the testing period, feedback process and when the work is treated as accepted.
13. Launch And Handover: explain what happens at go-live and what files, logins, documentation or training you'll provide.
14. Legal Protections: include confidentiality, privacy, liability limits, consumer law settings, termination and governing law.

For business clients, you may also want terms dealing with the Fair Trading Act 1986 and Consumer Guarantees Act 1993. For example, if both parties are in trade, some Consumer Guarantees Act guarantees can be contracted out of, but only if the contract is in writing and it's fair and reasonable to do so.

How Should Milestones, Payments And Delays Work?

Your agreement should tie payments to clear milestones and set out what happens when either side causes delay. Website builds rely heavily on client input, so your contract needs a fair way to handle slow feedback, missing content and changed priorities.

A common milestone structure might look like this:

• 30% deposit to book the project and start discovery.
• 30% on design approval once the main visual direction is signed off.
• 30% on development completion when the staging site is ready for client testing.
• 10% before launch or before final handover of files and admin access.

The exact percentages depend on your project, but the idea is simple: you shouldn't be carrying the whole project cost until launch. For larger projects, you might invoice monthly or at the end of each sprint instead.

Worked Example

Say Jess agrees to build a $12,000 website for a Christchurch gym. The agreement says the client must provide final copy within 10 business days of wireframe approval. If the client is late, the launch date moves by at least the same number of business days, and Jess can invoice the next milestone once her work is ready for review.

The client provides the copy 8 business days late. Under the agreement, the launch date moves out by at least 8 business days. Jess isn't treated as being late, and she can still invoice the development milestone when the staging site is ready.

Without that clause, Jess may end up absorbing the delay, rearranging other client work and arguing about payment. The clause doesn't need to be harsh. It just needs to be clear.

Change Requests

Your agreement should also say that changes to scope need written approval before you start the extra work. That approval can be by email, through your project management agreement process, or by signing a variation.

A practical change process usually covers:

• what the client is asking to change;
• whether the change affects price, timeline or both;
• whether any old work will need to be redone;
• who can approve the change for the client; and
• when the extra work will be invoiced.

Who Owns The Website IP, Content And Third-Party Tools?

Don't leave IP to assumption. Under New Zealand copyright law, the default owner depends on the type of work and the circumstances. The author is generally the first owner of copyright, but there are important exceptions. For example, some commissioned and paid works, including computer programs, drawings, diagrams, films and some other works, may be first owned by the client unless the agreement says otherwise.

For a website build, this means ownership isn't always as simple as the agency owning everything until a transfer is signed. Website copy, designs, images, code and other creative materials can be protected by copyright, but different people may own different parts of the project. Your website development agreement should clearly state who owns pre-existing materials, reusable code and templates, final deliverables, drafts and third-party materials, and when any assignment or licence takes effect.

Your agreement should separate IP into sensible categories.

Client Content

The client usually owns or is responsible for content they provide, such as logos, text, photos, videos, product information and brand guidelines. Your contract should say the client promises they have the right to give you that material and that using it on the website won't infringe someone else's rights.

This matters because an agency often can't verify every image, font or logo a client sends through. If the client gives you a copied image from Google, you don't want to be left carrying the risk alone.

Final Deliverables

For the finished website, you can decide whether ownership transfers to the client:

• when the client pays all amounts owing;
• when the website goes live;
• only for the final approved deliverables, not rejected drafts; or
• as a licence rather than full ownership.

Many agencies transfer ownership of the final website after full payment, while keeping ownership of their underlying know-how, reusable code snippets, internal tools and templates. That lets you keep building your business without accidentally giving one client ownership of methods you use for everyone.

Third-Party Tools

Third-party tools need their own treatment. Plugins, themes, fonts, APIs, CRM integrations, payment gateways and stock images are often licensed, not owned. Your agreement should say who pays for them, who holds the account, and what happens if a provider changes its pricing or stops supporting the tool.

You should also be careful with IPONZ trade marks. If you're helping with branding or domain selection, your agreement can make clear that trade mark searches or registration are separate work unless specifically included.

How Do Hosting, Privacy And Acceptance Testing Fit Together?

Your contract should deal with hosting, privacy and acceptance testing together because they all affect the website's launch and ongoing operation. A website isn't just a design file. It may collect personal information, connect to third-party platforms and depend on servers you don't fully control.

Hosting And Maintenance

Be clear about whether you're providing hosting, arranging it through a third party, or asking the client to set it up directly. Your agreement should cover:

• who owns the hosting account;
• what uptime or support commitments, if any, you're making;
• whether backups, security updates and plugin updates are included;
• what happens if the client doesn't pay hosting fees; and
• how the website can be transferred if the relationship ends.

If you're not providing ongoing maintenance, say so. Many clients assume that a website build includes future bug fixes, plugin updates and small content changes forever. Your project terms should separate build work from ongoing support.

Privacy And Data

If the website collects personal information, the Privacy Act 2020 may apply. This can include contact forms, newsletter signups, online bookings, ecommerce checkouts, analytics tools and customer accounts.

Your agreement should say who is responsible for the website's privacy policy, cookie notices, analytics settings and data handling practices. If you're only building the site, you may not want to promise that the client's business is fully privacy compliant unless that's part of the agreed scope.

You should also think about overseas service providers. Many common tools store or process data outside New Zealand. The Privacy Act 2020 includes rules around disclosing personal information overseas, so clients may need tailored privacy terms if they use international platforms.

Acceptance Testing

Acceptance testing is the process for checking whether the website meets the agreed scope before launch. Your agreement should set a defined testing window, such as 5 or 10 business days, and explain how feedback must be given.

A simple acceptance clause might say:

• the client has 10 business days to test the staging site;
• feedback must be limited to whether the site matches the agreed scope;
• bugs within scope will be fixed without extra charge;
• new features or design changes are treated as change requests; and
• if the client doesn't respond within the testing period, the work is treated as accepted.

This helps avoid a project sitting in limbo for weeks because no one has formally approved it. It also gives both sides a fair process for sorting real defects from new ideas.

What Legal Issues Should NZ Agencies Watch For?

You should watch for misleading claims, unfair contract terms, privacy obligations and contractor arrangements. These issues can sit quietly in the background until something goes wrong.

Under the Fair Trading Act 1986, you shouldn't make misleading statements about what the website will achieve. For example, promising that a new website will guarantee first-page Google rankings or double sales can create risk if you can't back it up. It's safer to describe what you'll actually do, such as technical SEO setup, page speed improvements or analytics configuration.

The Fair Trading Act also has unfair contract term rules for standard form small trade contracts. If you use the same web design contract for many clients, avoid one-sided clauses that let you change the scope, price or timing whenever you like without a fair reason.

If you work with freelancers or subconsultants, keep an eye on employment law settings too. The Employment Relations Act 2000 is relevant when the working relationship looks more like employment than contracting. Recent changes and proposals around contractor status can also affect how businesses structure freelancer arrangements, so the wording of the agreement and the day-to-day working reality both matter.

Confidentiality is another practical point. You may see a client's customer data, product plans, pricing or unpublished campaigns. Your agreement should require both sides to protect confidential information, but don't assume every conversation is legally privileged. Communications with a legal consultancy are unlikely to be protected by legal professional privilege, so privilege-sensitive issues need separate advice from an appropriately qualified lawyer.

Key Takeaways

• A website development agreement helps set the scope, price, timeline and responsibilities before the project starts.
• Your SOW should list deliverables, milestones, assumptions, client inputs, out-of-scope work and the change request process.
• Payment milestones should match project progress, and your terms should deal fairly with client delays.
• IP clauses should reflect New Zealand copyright defaults and clearly separate client content, final deliverables, reusable agency materials and third-party tools.
• Hosting, privacy and acceptance testing should be dealt with before launch, not after something breaks.
• NZ laws like the Fair Trading Act 1986, Consumer Guarantees Act 1993 and Privacy Act 2020 can all affect website projects.

If you'd like help with your website development agreement, agency statement of work, IP clauses or website project terms, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.