Home' micenet eMag : micenet August 2016 Contents LEGAL ISSUES | MATT CROUCH
f you are in the meetings, events and travel
sectors, your business will almost certainly
have a website. You may also be a PCO or
event manager who arranges websites for
your clients’ events.
When computers started to hit the desks
of business people in the 80s and 90s and
the world-wide-web arrived, new businesses
that developed websites sprang up
overnight. Wonderful at creating engaging
web-pages they might be, but in my
experience it is rare indeed to see a well-
written website development contract.
There’s a lot of mumbo jumbo and jargon,
software designed to interact with other
software and with computer hardware. You
have the on-screen content and the
underlying code. That code is what makes
your site appear when a browser clicks the
right sequence of keys and to navigate around
the site or interact with it as the case may be.
The development of a website is a lot like a
building contract – and many of the same
problems arise. Have you ever been stung by a
builder who didn’t deliver to your expectations
or simply didn’t finish the job? The same thing
happens a lot with website development.
You should never pay a builder (of
anything, including a website) the whole price
up-front. Instalments should be paid as the
builder completes each stage of the work,
save perhaps a small “flag fall” instalment at
the beginning. For the developer, it’s cash
Matt Crouch provides some warnings and tips on website creation, including
what to include in a website development contract.
flow – for you, it is ensuring that the website you want is what gets delivered. There might be
stages for the preparation of the plan (showing what each page will contain and the navigational
structure of the site), the completion of a test site, testing and sign-off, then finally a “go-live”
stage. I always recommend that there should be a “balloon payment” at the end, payable only
after the site goes live and the website is shown to work as specified in the contract. The
balloon payment (as high a percentage of the overall price as you can negotiate) gives the
builder the incentive to complete the job and not leave you in the lurch.
As in any (every!) contract for the delivery of services to you, you should ensure that there is a
written agreement that sets out the work to be done (and when) and the deliverables that are to
be supplied accurately. The specification is key...
Intellectual property – copyright - ownership is also critical. Copyright will exist in the
on-screen content and in the underlying code. If you can negotiate it, you should be the owner
of all of the copyright in the website. You may well generate much of the on-screen content
yourself – if so and if it is original, you will own the copyright in that material – but never just lift
material from the web! If you have an external contractor (sometimes the web-developer itself)
provide content, you will need a written transfer of the copyright to you. Make sure that your
contract with the content-provider has a transfer of this copyright. If it doesn’t, the provider will be
the owner of the copyright even though you paid for it! If the provider will only license the copyright
to you, make sure the licence is forever and is transferrable if you ever sell the website.
While copyright ownership or a licence for the on-screen content may be relatively easy to
obtain, the website code may be a different matter. Website developers often work from
templates so that they don’t have to “reinvent the wheel” with each client. They will often show you
several different formats and ask you to choose one that you like. The developer then uses it as the
“scaffold” for inclusion of your text and graphics. In such situations web-developers will not agree to
transfer ownership of the scaffold to you. What you need here is a licence – again one that you can
have forever and transfer if need be. And if you are getting the website developed for a client,
there is also the question of whether you have promised ownership of the site to the client...
But here is the critical bit – whether you are the owner of the copyright in the code or not, you
should always try to get a copy of the underlying code. If you ever wish to use someone else to
do maintenance, upgrades or just make changes, you will need a copy of the code, with the
right to engage others to maintain or upgrade the site. Otherwise you can be stuck with the
original developer and their fee scale, forever. This is a very real problem and I have seen it arise
in practice on several occasions. m
Matt Crouch, Hodgkinson McInnes Legal - email@example.com
11/7/16 12:04 PM
12 | micenet
Links Archive micenet June 2016 micenet October 2016 Navigation Previous Page Next Page