Website Design, Hosting and Commercial Services Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Website Design, Hosting and Commercial Services Agreement

This Website Design, Hosting and Commercial Services Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**{{client_company_name}}** (Registration Number: {{client_company_registration_number}}), a company duly incorporated and existing under the laws of {{client_company_jurisdiction}}, with its principal place of business at {{client_company_address}} (hereinafter referred to as the “Client”);

AND

**{{service_provider_company_name}}** (Registration Number: {{service_provider_company_registration_number}}), a company duly incorporated and existing under the laws of {{service_provider_company_jurisdiction}}, with its principal place of business at {{service_provider_company_address}} (hereinafter referred to as the “Service Provider”).

The Client and the Service Provider are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

1. Scope of Services

1.1. The Service Provider shall provide the following services to the Client (hereinafter collectively referred to as the “Services”):

a) **Website Design and Development:** Design and development of a website as per the specifications outlined in Schedule A (Website Specifications). This includes, but is not limited to, graphic design, content integration, functionality development (e.g., e-commerce, contact forms), and testing.

b) **Website Hosting:** Provision of hosting services for the developed website, including server space, bandwidth, and maintenance, as detailed in Schedule B (Hosting Specifications).

c) **Commercial Services:** Implementation and integration of commercial functionalities, which may include payment gateways, online store management, and other related services as specified in Schedule C (Commercial Services Details).

1.2. Any additional services requested by the Client outside the scope of this Agreement shall be subject to a separate written agreement and additional charges.

2. Fees and Payment

2.1. The Client shall pay the Service Provider the fees for the Services as set out in Schedule D (Fee Schedule).

2.2. Payment terms are {{payment_terms}} days from the date of invoice. All invoices are payable in {{currency}}.

2.3. In the event of late payment, the Service Provider reserves the right to charge interest at a rate of {{interest_rate_percentage}}% per annum on overdue amounts, compounded monthly.

2.4. All fees are exclusive of Value Added Tax (VAT) or any other applicable taxes, which shall be borne by the Client in addition to the stated fees.

3. Client Responsibilities

3.1. The Client agrees to provide all necessary content, images, logos, and other materials required for the website design and development in a timely manner.

3.2. The Client shall designate a primary contact person for all communication and approvals related to the project.

3.3. The Client is responsible for reviewing and approving all design mock-ups, development stages, and final deliverables within {{approval_days}} business days of submission by the Service Provider. Delays in approval may result in project timeline extensions.

4. Intellectual Property

4.1. Upon full and final payment of all fees due under this Agreement, the intellectual property rights in the final website design and custom code developed specifically for the Client shall transfer from the Service Provider to the Client.

4.2. The Service Provider retains intellectual property rights in any pre-existing code, templates, or tools used in the development process that are not custom-developed for the Client. The Client is granted a non-exclusive, non-transferable license to use such elements solely for the purpose of operating their website.

4.3. The Client warrants that all materials provided to the Service Provider for inclusion on the website do not infringe any third-party intellectual property rights.

5. Confidentiality

5.1. Both Parties agree to keep confidential all non-public information obtained during the course of this Agreement, including but not limited to business plans, financial information, customer data, and technical specifications.

5.2. This confidentiality obligation shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

6. Termination

6.1. Either Party may terminate this Agreement by providing {{notice_period_days}} days' written notice to the other Party if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period_days}} days of receiving written notice.

6.2. The Client may terminate this Agreement for convenience by providing {{notice_period_convenience_days}} days' written notice. In such an event, the Client shall pay for all Services rendered up to the termination date and any reasonable direct costs incurred by the Service Provider as a result of such early termination.

6.3. Upon termination, the Service Provider shall deliver all completed work and materials to the Client, and the Client shall settle any outstanding invoices.

7. Limitation of Liability

7.1. To the maximum extent permitted by law, the Service Provider’s total liability for any and all claims arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Service Provider under this Agreement over the preceding {{liability_period_months}} months.

7.2. Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with this Agreement.

8. Governing Law and Dispute Resolution

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

8.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be subjected to good faith negotiations between the Parties.

8.3. If the dispute cannot be resolved through negotiation within {{negotiation_days}} days, the Parties agree to submit the dispute to mediation in accordance with the rules of {{mediation_body_name}}.

8.4. If mediation is unsuccessful, the dispute shall be finally resolved by arbitration in accordance with the rules of {{arbitration_body_name}}, by one arbitrator appointed in accordance with the said rules. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

9. Entire Agreement

9.1. This Agreement, including its Schedules, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

Signature Block

FOR THE CLIENT:

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

FOR THE SERVICE PROVIDER:

_____________________________

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: {{service_provider_signature_date}}