A website development contract is a basic document regulating the terms of cooperation between the client and the contractor. The main purpose of this contract is to define the scope of rights, deadlines for the completion of individual stages of the project, individual obligations of the parties, as well as a number of other issues, such as remuneration, acceptance rules, transfer of copyright, right to withdraw from the contract, etc.
Under Polish law a properly structured website development agreement is of fundamental importance for securing the legal interests of both parties, minimizing the legal risks associated with different interpretations of individual provisions of the agreement by the parties. Our experience shows that, as a rule, the more precisely a website development contract is formulated, the lower the risk of disputes and the greater the chance of timely and satisfactory project completion. However, in the event of non-performance of obligations by the other party to the contractual relationship, the purpose of the contract will then be to enable the claimant to effectively pursue their claims before Polish court.
In this article, we will discuss the most important elements that a professional website development contract should contain under Polish law.
Website development contract – legal nature of the contract
Before analyzing the specific provisions that a contract for the creation of a website should contain, it is worth discussing the legal nature of this type of contract. As a rule, it seems that a contract for the creation of a website is a contract for specific work, regulated by Article 627 of the Polish Civil Code and subsequent articles. According to this provision, under a contract for specific work, the contractor undertakes to perform a specific task, and the client undertakes to pay remuneration. The subject of the contract under Polish law will therefore be the performance of the task, i.e., a functional website that meets the functions and technical requirements specified in the contract.
A practical example from Polish case law:
“A contract for the creation of a website should be classified as a contract for specific work. The subject of the contractor’s performance was to achieve a specific, verifiable result in material or immaterial form, based on individual characteristics” (judgment of the Court of Appeal in Białystok of December 12, 2013, file ref. no. III AUa 712/1).
However, in practice, a contract for the creation of a website often also contains elements of a contract for the provision of services, such as maintaining the website for a specified period of time, making updates, maintaining the website, providing technical support, or providing server space, which may change its nature to a mixed contract. In such cases, the provisions of the Polish Civil Code on contracts of mandate, i.e. articles 734-751, apply.
Practical example from Polish case law:
“However, in addition to the creation of the website itself, the plaintiff’s legal predecessor was also obliged to perform other services, such as maintaining the website for a period of one year and providing server space and a domain address. In this case, the contract in question was enriched with elements characteristic of a contract for the provision of services, and its nature changed from uniform to mixed. ” (judgment of the District Court in Bydgoszcz, 8th Commercial Division, of April 14, 2015, file ref. no. VIII GC 1697/14).
In view of the above, it is crucial to correctly define the subject matter of a website development agreement and to distinguish between one-off and ongoing obligations. Such classification affects, among other things, the method of settlement, the possibility of terminating the agreement, and the liability of the parties.
Website development agreement – subject matter of the agreement and scope of work
A website development agreement should first and foremost precisely define the scope of work. What obligations of the website developer should be specified in the agreement? In most cases, the subject matter of the agreement is the design and implementation of a website, while in more complex projects, a website development agreement may also include, for example:
- the creation of dedicated functionalities, integration with external systems (e.g. CRM, online payments), or the development of a UX/UI strategy and SEO optimization,
- the implementation of a CMS system (e.g. WordPress, Drupal) enabling the client to edit content independently,
- a newsletter module and integration with email marketing systems (e.g., Mailchimp, GetResponse),
- e-commerce functionality with a product, order, and payment management system,
- support for multiple language versions of the website,
- creation of user accounts and a login/registration system,
- an extensive content search engine,
- chatbots or live chat,
- an online booking system or appointment calendar.
As part of the website development contract, it will therefore be crucial for the parties to precisely specify the scope of all work, including whether the contractor is responsible only for the graphic design or also for coding the website and implementing it on the server. The exact technical and functional requirements of the website should also be specified, including, among others, the structure of the website, the number of subpages, responsiveness requirements, integration with external systems (e.g., payment systems, CRM, analytical tools), and SEO optimization. It is worth ensuring that a detailed brief or functional specification is attached to the contract, the provisions of which will be binding when assessing the proper performance of the work. The website development contract may also specify the technology used to develop the website (e.g., WordPress, proprietary CMS, HTML/CSS/JavaScript), the expected loading speed, WCAG compliance, and other requirements relevant to the client, thus minimizing the risk of ambiguity or differing interpretations of the scope of the contract.
Precise consideration of the above issues will avoid misunderstandings as to the scope of the contractor’s obligations, facilitate the assessment of the correctness of the implementation of individual stages of the project, and provide a solid basis for enforcing possible liability for improper performance of the contract. A well-prepared specification reduces the risk of disputes and enables efficient project management on both sides.
Website development contract – delivery of materials
Another important issue that should be included in a contract for the creation of a website under Polish law is determining who will be responsible for providing materials for the project, such as graphics, texts, or photos. If the customer provides these materials, this should be clearly stated in the contract, otherwise the contractor may be required to prepare them. It is also worth specifying the deadlines for the delivery of these materials and the consequences of their failure to be delivered on time, as delays on the part of the client may affect the project schedule and, as a consequence, determine the right to withdraw from the contract (more on this below).
Website development contract – project implementation stages and deadlines
Under Polish law a professional website development contract should specify a detailed breakdown of the work into stages. These stages may include, among others: preparation of the graphic concept (e.g., mock-ups, UX/UI design), approval of the design by the contracting authority, implementation of the front-end and back-end, functional and technical tests, as well as the final launch of the website on the specified server and a possible technical support period.
The deadlines for the website project in the contract should be precisely defined for each stage, including the start and end dates for each task, to ensure that both parties have clear and unambiguous expectations regarding the completion time. In addition, possible intermediate deadlines, such as the time for the customer to approve individual stages, and rules regarding possible delays, changes in the scope of work, or other unforeseen circumstances should be taken into account.
As a rule, at the beginning of the design process, the client may also provide the contractor with materials such as texts, photos, logos, etc. It seems to be good practice for the contractor to have a specified number of days to assess the completeness of these materials and report any deficiencies.
The contract for the creation of a website in Poland may also specify how the approval process for each stage will proceed. For example, after the initial graphic designs have been created, the website should be approved by the client within a specified period of time, and failure to respond within that time (e.g., seven business days) may be treated as tacit approval of the design. Thanks to this solution, the contractor can be sure that they can move on to the next stage of work, and the entire project is not subject to unjustified delays caused by the client’s lack of response. This solution minimizes the risk of disputes and improves communication between the parties.
In the event of delays caused by the contracting authority, such as delays in the delivery of materials, the project completion date may be extended. However, the contract should clearly state that delays caused by the contracting authority will not result in contractual penalties for the contractor.
Website development contract – corrections and project approval
In our experience, one of the most common points of contention in a website development contract in Poland is the issue of revisions. It seems crucial that the contract precisely specifies how many rounds of revisions the client is entitled to in the website contract within the agreed remuneration. However, there is no general rule, and the parties can specify this themselves. Otherwise, the contractor may be obliged to make an unlimited number of changes, which leads to delays in the project and increased costs.
The website development contract should also specify the method of reporting corrections, for example by e-mail, which is likely to avoid communication chaos and ensure greater fluidity in the implementation of the project.
It also seems worthwhile to include provisions that will regulate situations where the number of corrections exceeds the agreed number. In practice, this type of situation occurs quite often — especially when the client is not fully decided on the final appearance of the website, or simply because the project assumptions are so complex that it is not possible to precisely define the scope of work at the beginning of the cooperation. It also happens that the client does not provide sufficiently precise guidelines at the beginning of the cooperation. In such a situation, the website development contract should provide for the possibility of introducing further amendments for additional remuneration, specifying, for example, an hourly rate or a lump sum for each subsequent round of changes.
Website development contract – contractor’s liability for infringement of third party rights in the contract
Every properly constructed website development contract should include provisions related to liability for infringement of third party rights. The contractor should guarantee that all elements of the project (including graphics, texts, photos) are free from copyright, personal rights, and trademark infringements. Otherwise, the customer may face legal consequences, and above all, liability for damages to third parties, even though they were not the author of the infringement.
Furthermore, if the contractor uses copyrighted materials, they should have the appropriate license to use them. The contract for the creation of a website may explicitly state that the contractor undertakes to provide the contracting authority with documents confirming that they hold a license or other rights to use these materials in the project. If the contractor fails to provide such a license, they shall be liable for any third-party claims arising from the unauthorized use of copyrighted materials.
The client, in turn, should declare that all materials provided to the contractor are their property or that they have the appropriate rights to use them in the project. The website development contract should stipulate that in the event of any legal disputes, the contractor shall release the client from liability and cover all costs related to the defense of copyright or payment of damages.
Website development contract – transfer of copyright
Every contract for the creation of a website in Poland should include provisions regarding the transfer of copyright to the completed project. The contract should specify precisely which rights to the completed project are transferred to the client. In particular, it will be important to specify the right to publish the website on the Internet, modify the design, create new versions, translate it into other languages, or distribute the website in various media. It should also be specified whether the transfer of copyright includes the right to exclusive use of the design, and whether the contractor retains any rights to use elements of the design in other projects. The transfer of copyright to the website in the contract therefore requires a precise definition of the conditions and scope of the transfer of copyright in order to avoid subsequent misunderstandings.
Contract for the creation of a website – contractor’s remuneration
Every contract for the creation of a website should clearly specify the amount of remuneration for the project and the method of payment. It is common practice to charge a deposit regulated by Article 394 of the Polish Civil Code (e.g., 20%) before starting work, with the remainder of the remuneration payable after the project has been accepted. If the party that paid the deposit (i.e., the customer) fails to perform the contract, that party forfeits the deposit to the other party. If the party that received the deposit (i.e., the contractor) fails to perform the contract, it is then obliged to return the deposit in double the amount.
In principle, the transfer of copyright takes place after full payment of the remuneration for the creation of the website. The main reasons for this solution are:
- it may be risky for the contractor to transfer full rights to the project before receiving the full remuneration. If the copyright is transferred before payment, the customer may refuse to pay in the future, and the contractor will have limited legal means to enforce their claims (in practice, the only option is to file a lawsuit, which is time-consuming).
- transferring copyright only after payment gives the client control over the project until the terms of the contract for the creation of the website (payment) have been fully fulfilled.
- By stipulating that the transfer of copyright takes place after full payment, the contractor has an incentive to complete the work and deliver the final product within the agreed deadline, as retaining the copyright to the project may provide an additional incentive to perform all contractual obligations.
It is also possible to consider introducing provisions regarding contractual penalties into the contract for the development of the website. Contractual penalties are one way of securing the interests of the parties and serve a preventive function, reducing the risk of non-performance or improper performance of the contract. If the contractor fails to complete the website within the agreed time frame, the contract may provide for a contractual penalty for each day of delay. This protects the customer from having to wait too long for the finished project, which may be particularly important when the parties agree on specific dates for the launch of the website.
Practical example from Polish case law:
In its judgment of April 16, 2021, the Court of Appeals in Krakow ruled that a contract for the development of a website is a contract for specific work, and the contractor is responsible for achieving a specific result. In the event of a dispute over payment, the contractor is obliged to prove that the work has been performed in accordance with the contract. If the work has not been completed in its entirety, the contractor is not entitled to remuneration, even if the contract was a service contract. This means that the right to remuneration is only granted if the contract has been properly performed, which in this case includes the delivery of a fully functional website. (ref. no. I AGa 296/19).
Website development contract – personal data
If a website development contract involves the processing of personal data, it is necessary to include provisions in the contract regarding compliance with the provisions of the GDPR. The parties should indicate the purpose for which the data will be processed, who will be responsible for its storage, and what rights each party has with regard to access and correction of the data. What personal data should be included in a website development contract? This may include: data relating to website users, payment data, contact details of the person responsible for the website, contact details of the person responsible for the website.
Website development contract – confidentiality
In addition, a website development contract under Polish law should include confidentiality provisions, especially when the client provides the contractor with sensitive data, such as personal data of website users, customer information, marketing strategies, business development plans, financial data, and other confidential information about the client’s business that may constitute trade secrets. In order to ensure an adequate level of protection, the contract for the development of a website should precisely define the rules for storing, processing, and deleting such data after the end of the cooperation. In such cases, the contractor should undertake not to disclose this information to third parties and to use it exclusively for the purposes of the contract.
Website development contract – right to withdraw from the contract
Withdrawal from a contract for the development of a website may occur in several situations, depending on the provisions of the contract and the law. The most common cases in which it is possible to withdraw from the contract are:
- culpable delay in the performance of the contract
- lack of acceptance of the design
- non-compliance with the contract or quality of performance
- failure to deliver the required materials by the customer
- bankruptcy or insolvency of one of the parties
- failure to achieve the objectives of the contract
It is worth remembering that the contract under Polish law should include a clause on the terms of withdrawal, including the rules of settlement (e.g., refund of advance payments, contractual penalties) and possible amicable dispute resolution options before deciding to withdraw.
Website development contract – the most common mistakes
Our experience shows that some website development contracts contain significant errors that can lead to misunderstandings, disputes, and delays in project completion. The most common mistakes in website development contracts are:
- Lack of a detailed description of the scope of work
If the website development contract does not specify in detail what exactly the project covers, there is a risk of misunderstandings between the parties regarding the contractor’s obligations. This can lead to ambiguities regarding what has been agreed upon, which in turn can prolong the project completion time and increase costs. It is a good idea for a website development contract to include a detailed schedule of stages and a precise description of the tasks to be performed in each stage.
- Failure to regulate copyright issues
A contract for the creation of a website that lacks precise provisions on the transfer of copyright may result in the client not having full rights to use the website design. This may entail additional fees or even the inability to legally use the work. It is also important that the contract clearly indicates when the transfer of copyright takes place, e.g., after full payment.
- No provisions for corrections
If the website development contract does not specify the number of correction rounds, the contractor may be forced to make constant changes to the design, which may delay its completion and lead to additional costs. Specifying a limit on revisions in the contract is crucial to avoid uncontrolled prolongation of the implementation process and additional costs that may arise as a result of an excessive number of revisions.
- Failure to specify additional remuneration
If the website development contract does not specify the validity of fees for additional work, the contractor may find themselves in a difficult situation when the client requests changes that go beyond the original scope of the contract. It is advisable for the website development contract to include provisions regarding additional remuneration for changes that were not included in the initial offer, ensuring that both parties are aware that additional changes will be paid for accordingly.
- No clause on responsibility for content
If the contract for the creation of a website does not specify who is responsible for the legality of the materials posted on the website (e.g., texts, photos), there is a risk that the contractor or the client will be held liable for infringement of copyright or other third-party rights. The contract should therefore clearly indicate that the contractor is responsible for the materials they provide and the client is responsible for the content they provide.
Website development agreement – summary
In Poland a website development agreement is not just a formality, but a key document whose content should protect the interests of both parties to the agreement. Precise definition of the subject matter of the agreement, scope of work, copyright, deadlines, rules for corrections, remuneration, and responsibility for content is crucial to the success of the project. By entering into a detailed and well-thought-out contract, the parties increase the chances of fruitful cooperation that will be satisfactory for both the contractor and the client. This helps to avoid conflicts, misunderstandings, and unexpected costs, and ensures transparency in the event of any difficulties in the implementation of what is often a complex project.
