Alex is a co-founder of Sprintlaw. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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What should you put in a website development contract before anyone starts designing, coding or sending invoices? The reassuring answer is that it doesn't need to be complicated, but it does need to be clear.
A good website contract does more than say what the site will cost. It sets out the project milestones, how feedback works, who owns the finished website, what happens at go-live, and what support is included after launch.
If you're searching for a website development contract template NZ businesses can use, treat it as a starting point rather than a finished legal document. The best web development terms for NZ projects are tailored to how the work will actually run, including any website terms of use needed at launch.
Do You Need A Written Website Development Contract?
Yes, you should have a written website development contract if you're paying for a website or building one for a client.
Website projects are full of moving parts. You might have design concepts, copywriting, plug-ins, hosting, payment gateways, SEO settings, privacy tools, integrations and training. If those details only sit in emails or calls, it's easy for each side to remember the deal differently.
A written website developer agreement helps you pin down:
- Scope: what pages, features, integrations and deliverables are included.
- Timing: when each milestone is due and what the client needs to provide.
- Payment: when invoices are issued and what happens if payment is late.
- Feedback: how many review rounds are included and when feedback is due.
- Ownership: who owns the design, code, content and accounts at the end.
- Launch: who is responsible for hosting, testing, backups and go-live tasks.
This protects both sides. If you're the client, it helps you understand what you're paying for. If you're the developer, it helps you manage the project and avoid unpaid extra work.
For example, if the client asks for an online booking system halfway through a brochure website build, your contract should say whether that's included, priced as a variation, or moved into a later phase.
What Should A Website Project Contract Template Include?
A website project contract template should include the commercial deal, the project process and the legal terms that sit around the work, especially for software development.
Here's a practical fill-in outline you can use when you're reviewing a template. This isn't a finished legal document, and it's worth getting a contract review before you use it with clients or suppliers.
- Parties: write the correct legal names, NZBNs if available, and contact details for notices and approvals.
- Project Summary: describe the website, platform, business purpose and main features in plain English.
- Scope Of Work: list the pages, templates, integrations, content, design rounds, testing and training included.
- Client Responsibilities: set out what the client must provide, such as branding, copy, images, product data and timely feedback.
- Milestones: break the project into stages, with dates, deliverables and approval points.
- Fees And Payment: state the fixed fee or hourly rates, deposit, milestone payments, GST position and invoice due dates.
- Change Requests: explain how extra work is requested, quoted, approved and scheduled.
- Acceptance Testing: state how the client tests the site, how defects are reported and when work is accepted.
- Hosting And Maintenance: say who provides hosting, updates, backups, security monitoring and post-launch support.
- Intellectual Property: set out who owns the website, code, designs, content, accounts and third party materials.
- Privacy And Data: cover personal information, analytics, forms, cookies, access credentials and breach handling.
- Legal Compliance: include terms for the Fair Trading Act 1986, Consumer Guarantees Act 1993 where relevant, and other laws that affect the site.
- Ending The Project: explain when either side can end the contract and what happens to work completed, payments and handover.
The key is detail without overcomplicating things. If your project is small, your agreement can be short. If the website takes bookings, processes payments, stores customer data or connects to business-critical systems, your contract needs more detail.
How Should Milestones And Acceptance Testing Work?
Milestones should tie each project stage to a clear deliverable, a review process and a payment point.
This is one of the biggest differences between a simple web design contract and a contract that actually helps the project run smoothly. A milestone shouldn't just say design stage or development stage. It should say what the client will receive and what counts as approval.
A Simple Milestone Structure
For a standard business website, your milestones might look like this:
- Milestone 1: project kickoff, sitemap and technical brief approved.
- Milestone 2: homepage and key page designs delivered for review.
- Milestone 3: staging website built with agreed pages and core features.
- Milestone 4: testing, final fixes, training and go-live.
Each milestone should explain what happens if approval is delayed. Otherwise, the developer may be waiting for feedback while the client still expects the original launch date.
Acceptance Testing
Acceptance testing is the process for checking whether the website meets the agreed scope. Your contract should say:
- how long the client has to review each deliverable, such as 5 business days;
- how feedback must be given, such as in one consolidated written list;
- what counts as a defect, rather than a new feature request;
- how many rounds of fixes are included;
- when a milestone is treated as accepted if the client doesn't respond.
Say Mia runs a Wellington cafe and engages a developer to build a new website for $12,000 plus GST. The contract says payment is made in four stages: $3,000 deposit, $3,000 after design approval, $3,600 after the staging site is ready, and $2,400 at go-live.
The staging milestone gives Mia 5 business days to send one consolidated list of defects. She asks for 4 agreed fixes, which are included. She also asks for a loyalty app integration that wasn't in the original scope. Because the contract has a change request process, the developer can quote that as extra work without holding up the original launch.
What Happens If The Client Gives Late Feedback Or Changes Their Mind?
If the client gives late feedback or changes their mind, your contract should say how the timeline, fees and launch date are adjusted.
This is where many website projects get messy. The developer is ready to move, but the client is still waiting on product photos, copy, internal approvals or a decision about fonts. A good website development contract doesn't punish anyone for normal delays, but it does give the project a fair process.
Your contract can deal with late feedback by saying:
- feedback must be provided within a set review period, such as 5 business days;
- feedback should be consolidated, so the developer isn't working through scattered messages;
- the project timeline extends by the length of the client delay;
- the developer can pause work if required materials aren't provided;
- extra fees may apply if work has to be rescheduled or repeated;
- a milestone can be treated as approved if no feedback is received after a clear reminder.
Change requests need their own process. A change request is work outside the agreed scope, such as adding a new membership area, extra templates, a custom calculator, or a new integration.
A practical clause will usually say that change requests must be in writing, the developer will provide an estimate or quote, and the work won't start until the client approves the extra cost and timing. This helps everyone make decisions with open eyes.
If you're the client, this also protects you. You can decide whether a new feature is worth the extra cost now, or whether it's better saved for version two of the website.
Who Owns The Website And Who Handles Hosting?
Ownership depends on what the contract says, so your agreement should be very clear about intellectual property and hosting.
Under the Copyright Act 1994, website assets can involve several types of copyright, including written content, images, designs, source code and databases. Ownership can depend on who created the work, whether they were an employee or contractor, whether the work was commissioned, and what the contract says.
Because of that, don't leave ownership to assumptions. Your contract should explain what the client owns after payment, what the developer keeps, and what is only licensed from a third party.
IP Points To Cover
- Final Website: whether ownership transfers to the client after full payment.
- Developer Tools: whether the developer keeps ownership of reusable code, frameworks, templates or know-how.
- Third Party Materials: licences for stock images, fonts, plug-ins, themes and software.
- Client Content: confirmation that the client owns or has permission to use the copy, images, logos and product information they provide.
- Trade Marks: whether the business name or logo should be protected through IPONZ separately.
- Portfolio Rights: whether the developer can show the finished site in their portfolio.
Hosting And Maintenance
Hosting should also be spelt out. Website builds often go wrong after launch because nobody is sure who is responsible for updates, backups or security.
Your contract should say who controls the domain name, hosting account, DNS, admin logins, plug-in licences, email hosting and analytics accounts. If the developer provides ongoing hosting, the contract should say what's included, what service levels apply, when fees are due and what happens if the client moves hosting later.
If the client will host the website themselves, the developer should state any technical requirements. For example, the site may need a particular PHP version, SSL certificate, server capacity or paid plug-in licence.
Which NZ Laws Should Your Web Development Terms Cover?
Your web development terms should cover the NZ laws that affect how the website is built, described, launched and used.
You don't need to turn your contract into a legal textbook. But a few laws often matter in website projects.
Fair Trading Act 1986
The Fair Trading Act 1986 prohibits misleading and deceptive conduct in trade. This can matter for both sides.
If you're the developer, be careful not to promise results you can't control, such as guaranteed Google rankings or a guaranteed increase in sales. If you're the client, make sure the content you provide for the site is accurate, especially pricing, product claims, testimonials and promotions.
The Fair Trading Act also has rules about unfair contract terms in standard form consumer contracts and small trade contracts. For small trade contracts, this can apply where each party is in trade and the trading relationship is worth no more than $250,000 per year when it starts. If you're using standard web development terms with smaller clients, avoid one-sided clauses that go further than needed to protect your business.
Consumer Guarantees Act 1993
The Consumer Guarantees Act 1993 may apply to services supplied to consumers. In business-to-business contracts, parties can often agree to contract out of the Act if the services are supplied and acquired in trade and it's fair and reasonable to do so.
If your website contract is for a business client, your terms should say whether the Consumer Guarantees Act is excluded where the law allows. If you're dealing with an individual consumer, you need to be more careful because you generally can't contract out of consumer guarantees in the same way.
Privacy Act 2020
The Privacy Act 2020 matters if the website collects personal information, such as names, emails, phone numbers, booking details, account logins or payment-related data.
Your contract should say who is responsible for the privacy policy, website forms, analytics tools, mailing list consents, admin access and any privacy breach process. If the site sends marketing emails or texts, the Unsolicited Electronic Messages Act 2007 may also matter, especially around consent, unsubscribe functions and website copy review.
For company details, it's also sensible to use correct legal names, Companies Office records and NZBN information so the contract clearly identifies who is responsible.
Key Takeaways
- A website development contract should cover scope, milestones, payment, feedback, change requests, IP, hosting and launch support.
- Milestones work best when they include clear deliverables, review periods and acceptance testing rules.
- Late client feedback should extend the timeline and, where fair, trigger extra fees for rescheduling or rework.
- IP ownership shouldn't be assumed. State what transfers to the client, what the developer keeps, and what third party licences apply.
- NZ laws such as the Fair Trading Act 1986, Consumer Guarantees Act 1993 and Privacy Act 2020 can affect your web development terms.
- A template can help you start, but your contract should be tailored to the platform, project risk and way you actually work.
If you'd like help with your website development contract, project milestones, IP ownership clauses or web development terms, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.
Drafted by Taylor, Sprintlaw's AI, and overseen by Alex Solo. How we write
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What intellectual property should you protect?
If a name, logo, design or other creative work matters to the business, check who owns it, what permissions you need and whether clearance or registration is appropriate.
Alex SoloCo-Founder
