How to Sign a Website Development and Maintenance Contract: Key Delivery and Liability Clauses to Review

When procuring website development services, the most common source of disputes is not whether the website can be accessed, but what counts as completed delivery and who is responsible for handling issues that arise after launch. A website development and maintenance contract (contrat de conception et de maintenance de site web) should specify the pages, functions, acceptance methods, and maintenance boundaries in enforceable appendices, with payment milestones tied to deliverables.

A website development quotation should also cover ongoing costs after the website goes live. Who pays for the domain, server, system license, and subsequent changes directly affects the actual procurement cost. If these items are described only as “one year of maintenance included,” the supplier’s actual offering will be difficult to compare, even if the first-year quote is low.

The Deliverables List Should Say More Than “Website Development Completed”

The contract should list the website’s language versions, page types, number of sections, key functions, and compatibility requirements. For example, for a multilingual website, clarify whether the service provider will translate and upload the content or whether the company will supply the translations. “Product display” should also specify product categories, detail-page fields, image quantities, and bulk import methods. For inquiry forms, specify required fields, recipient email addresses, notification methods, and testing procedures.

The basis for counting pages should also be clear: for multiple product detail pages using the same template, will the count be based on the number of templates or the actual number of entries, and how will any excess be charged? The company’s copy, images, and product information should have agreed submission deadlines and formats. Design, production, and content entry to be handled by the service provider should be listed separately to avoid each party assigning blame to the other if the project is delayed.

If the contract includes basic search optimization configuration, distinguish between the functions the website will have and the eventual marketing results. For example, setting titles and descriptions for each page, generating a sitemap, and configuring page redirects are deliverables that can be checked. Search rankings, the number of indexed pages, and inquiry volume are also affected by content, competition, and search engine rules, so they should not be used as acceptance criteria based solely on vague promises. Advertising campaigns and ongoing content operations should not be assumed to be included in website development fees.

Acceptance Criteria Should Be Testable and Help Resolve Disputes

The acceptance appendix should specify the test environment, browser and mobile compatibility scope, test accounts, inspection items, and how results will be recorded. For example, for inquiry functionality, the parties can agree that after test information is submitted, the designated email address must receive a notification containing the corresponding fields. They should also check whether the backend stores the record and whether spam filtering affects legitimate inquiries.

In addition to functionality, check for missing multilingual content or incorrect redirects, confirm that images and downloadable files are accessible, and verify that URLs agreed for retention during a redesign of an existing website have been redirected. If performance metrics are involved, specify the testing tool, pages tested, network or device conditions, and the impact of third-party plugins to avoid relying on a vague requirement such as “fast loading.”

The acceptance process should set deadlines for submitting the work for acceptance, reporting issues, making corrections and retesting, and signing off. It should distinguish serious defects that prevent launch from general issues that do not affect core functionality. If failure to provide feedback by a deadline is to constitute acceptance, specify the notification method and when the deadline starts. Any unresolved defects should also be documented, together with correction deadlines and outstanding items; the website going live alone should not be taken as proof that all work is complete.

Break Down What Maintenance Fees Cover by Task and Service Level

Maintenance often covers fault repairs, security updates, backup restoration, content changes, and functional adjustments, but the workloads involved can vary significantly. The contract should specify service hours, support channels, the number of changes or hours included, and how additional work will be quoted. “Free modifications” should clarify whether this means replacing text and images or also includes designing new pages, developing integrations, and changing functionality.

Incident handling should distinguish between response time and recovery time: the former is the time allowed to acknowledge the issue and begin handling it, while the latter is the time allowed to restore service. Different priority levels can be agreed for cases such as a website being inaccessible, inquiries not working, or display issues affecting only part of the site. The contract should also state how the parties will notify each other, document, and coordinate delays caused by third-party cloud service outages or the company’s failure to provide necessary access in time. Not all issues should simply be treated as exempt from liability.

Backup provisions should specify backup frequency, retention period, storage location, restoration scope, and backup recovery testing arrangements. Merely agreeing to “regular backups” does not demonstrate that the website can be restored after a failure. If the database and uploaded files are backed up separately, confirm that they can be restored together. The contract should also specify whether the maintenance period starts on the launch date, acceptance date, or payment date.

Align Payments, Renewals, and Change Fees with Deliverables

Phased payments make it easier to manage delivery risks than payments based solely on dates. The contract can link payments to milestones such as design approval, delivery of the test environment, and formal acceptance, while specifying the deliverables and confirmation method for each milestone. The parties can negotiate the final payment percentage, but the full amount should not be paid simply because the website has gone live when core functionality, materials handover, and defect remediation have not yet been clearly addressed.

The quotation should itemize one-time development fees, annual maintenance fees, cloud resources, domains, certificates, plugins, and license fees, and specify the validity period of prices, renewal terms, and responsibility for taxes. For items billed according to traffic, storage, or third-party API usage, specify the included allowance, overage charges, and the process for confirming costs. Projects subject to annual budget management procedures can also refer to Strategies and Practices for Preparing Annual Investment Budgets at State-Owned Enterprises when reviewing expenditures across multiple years, but the specific costs should still be governed by the contract and quotation appendices.

Changes to requirements should be confirmed through a written process: submit the change, assess the cost and schedule impact, and implement it only after both parties have agreed. New requirements that have not been confirmed should not automatically be treated as part of the original contract, nor should the service provider unilaterally charge additional fees. If either party’s delay in providing materials, feedback, or payment affects progress, the contract should specify the notification and schedule adjustment process.

Keep Accounts, Data, and Exit Arrangements Under the Company’s Control

The contract should specify ownership, administrator access, and renewal responsibilities for domain registration details, cloud services, analytics tools, and advertising accounts. Where possible, the company should hold the relevant accounts and grant the service provider access as needed. If the service provider holds them on the company’s behalf, specify the transfer conditions, timing, and required credentials. Otherwise, when the contract expires, the company may be unable to renew services, change DNS settings, or switch providers in a timely manner.

Website delivery requirements should also distinguish between custom development and SaaS website building. For custom projects, specify the scope and usage rights for source code, design files, database structure, and deployment documentation. For SaaS platforms, focus on usage rights during the subscription period, exportable page and data formats, whether platform templates or systems can be migrated, and the access period after service termination. The statement “the website belongs to the company” alone does not mean that all rights to the platform software or third-party components have been transferred.

Where customer inquiries, contact details, or other information are involved, specify each party’s data processing permissions, confidentiality obligations, security measures, incident notification requirements, and arrangements for data export and deletion when the contract ends, with due regard to applicable laws and the requirements of the regions where the website services are provided. If the service provider uses third-party plugins or subcontractors, their responsibilities and any necessary authorization conditions should also be clarified.

Match Liability for Breach to Obligations That Can Be Verified

For delayed delivery, failed acceptance, prolonged failure to restore a critical function, or unauthorized use of data, specify correction deadlines, liability for breach, and grounds for termination separately. The parties should negotiate liquidated damages or compensation based on the contract value and potential losses. Avoid stating only that “the breaching party shall bear all liability” without specifying triggering conditions and procedures.

Before signing, verify the parties’ legal names, signing authority, payment account, and invoicing details, and confirm the order of precedence among the main contract, quotation, requirements list, acceptance criteria, and service level appendices. For cross-border contracts or complex data processing, also review the governing law, dispute resolution method, and contract language versions. Important terms may be reviewed by a qualified legal professional in light of the project.