How to use this Checklist This Checklist is designed to highlight issues commonly arising during the negotiation and drafting of the following types of agreement: • Website development agreement—long form • Website development agreement—short form For further information on issues raised by this Checklist, see Practice Notes: • Website design and development • Domain names—background, registration and dispute resolution • Intellectual property rights considerations for websites For issues specific to software, see Practice Note: Key issues in software licence agreements. This Checklist can, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. The third column can be used to record observations or comments as the Checklist is worked through. Checklist for proposed website development agreement Checklist Further information Notes (if any) (A) Key commercial considerations ☐ Confirm each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. ☐ Confirm whether any third party will guarantee a party’s performance or financial obligations. ☐

This Agreement is made on [insert date] (the Commencement Date) between the following: Parties 1 [Insert supplier name] a company incorporated in England and Wales under number [insert company number] and whose registered office is at [insert registered office] (Supplier); and 2 [insert customer name] a company incorporated in England and Wales under number [insert company number] and whose registered office is at [insert registered office] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier provides website design and development services. (B) The parties have agreed that the Supplier will develop a website[ and [insert any other services that it has been agreed that the Supplier will provide]] for the Customer in accordance with the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Acceptance or Accepted • means in relation to the Website (or any part of it)[, including the Software,] successful completion of the Acceptance Tests or deemed acceptance in accordance with this Agreement; Acceptance Tests • means the tests, mutually agreed in accordance with this Agreement, to assess whether the Website conforms

This Agreement is made on [insert date] (the Commencement Date) between the following: Parties 1 [insert supplier name], a company incorporated in England and Wales under number [insert company number] and whose registered office is at [insert registered office] (Supplier); and 2 [insert customer name] a company incorporated in England and Wales under number [insert company number] and whose registered office is at [insert registered office] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier has expertise in website design and development services. (B) The parties have agreed that the Supplier will develop a website for the Customer [and [insert any other services that it has been agreed that Supplier will provide]] in accordance with the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Acceptance Tests • means the tests agreed in accordance with this Agreement to assess whether the Website conforms with the Specification [and/or other applicable requirements under this Agreement]; Authorised Contact • means each authorised representative appointed by each of the Customer and the Supplier as their respective project managers, whose

[Recommended cash offer OR Offer] (Offer) for [Insert name of offeree] (Offeree) by [insert name of offeror] (Offeror) ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH [OFFEREE OR OFFEROR] REGARDS AS UNDULY ONEROUS. This website contains announcements, documents and other information (Information) published by Offeree and/or Offeror in connection with the Offer. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below. The Information contained in this website does not constitute

This Checklist highlights the main issues commonly encountered during the negotiation and drafting of website hosting agreements. See also Precedent: Website hosting agreement—pro-customer. It can, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties ☐ Confirm each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. Where various websites are hosted by one hosting provider for a group of affiliated companies, confirm which group company or companies will control those sites, from both an operational and a legal standpoint.Confirm whether the hosting provider will be liable to all group companies, or whether contractual matters will be handled centrally (eg by a parent company on behalf of its affiliates). ☐ Confirm whether the hosting provider will be required to work with any other third parties providing systems or

This Agreement is made on [date] Parties 1 [Insert name of supplier], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Supplier); and 2 [Insert name of customer], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier is [insert details of the Supplier’s background or the background to the transaction from the Supplier’s perspective.] (B) The Customer is [insert details of Customer’s background or the background to the transaction from the Customer’s perspective.] (C) The Customer wishes to engage the Supplier to provide website hosting services and to host the Customer’s websites and data on its servers. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Acceptance Tests • means the various tests (which may include system tests, end-to-end tests and user acceptance tests where relevant) agreed pursuant to clause 3.1 of this Agreement; Authorised Third Parties • means any third party (including agents and contractors) engaged to provide services to the Customer or to any

Required document or action Compliant? Does your website contain the required legal and regulatory wording? (See Precedent: Website terms and conditions of use—generic) Do you have a process for approving, publishing and removing website content? (See Precedents: Website management policy—law firms, Website content approval form and Website content log) Do you set out the scope of permitted

1 General information Date of review [Insert date] Person(s) conducting review [Insert name(s)] 2 Review and findings Are your Website management policy and processes up to date and fit for purpose? ☐ Yes☐ No—ensure you set an action point at section 3 below Is your Website privacy policy up to date and fit for purpose? ☐ Yes☐ No—ensure you set an action point at section 3 below Are your Website terms and conditions up to date and fit for purpose? ☐ Yes☐ No—ensure you set an action point at section 3 below Are

1 Introduction 1.1 Our website is a powerful means of communicating with our existing and prospective customers. It is an important expression of our brand. 1.2 It is therefore important that we properly manage our website activities. 1.3 This policy sets out our procedures for managing our website, including: 1.3.1 who is responsible for managing our website; 1.3.2 content management; 1.3.3 website security and data protection; 1.3.4 permitted and prohibited use; 1.3.5 linking; 1.3.6 accessibility. 2 Responsibility 2.1 The [state who] has overall responsibility for managing our website. 2.2 They are responsible for: 2.2.1 approving and monitoring content; 2.2.2 ensuring the website complies with legal and regulatory requirements; 2.2.3 overseeing linking arrangements; 2.2.4 maintaining the website terms and conditions and privacy policy; 2.2.5 conducting an annual review of this policy to ensure it is in effective operation. 3 Cookies and other similar storage and access technologies (SATs) 3.1 A cookie is a small text file which is placed onto a website user’s device (eg computer, smartphone or other electronic device) when they use our website. We use cookies on our website. These help us [insert summary, eg recognise our customers and their device and store some information about their preferences or past actions]. 3.2 For example, we may monitor [insert details, eg how many times a user visits the website, which pages they go to, traffic

1 Introduction 1.1 Our website is a powerful means of communicating with our existing and prospective clients. It is an important expression of our brand. 1.2 It is important therefore that we properly manage our website activities. 1.3 This policy sets out our procedures for managing our website, including: 1.3.1 who is responsible for managing our website; 1.3.2 content management; 1.3.3 website security and data protection; 1.3.4 permitted and prohibited use; 1.3.5 linking; 1.3.6 accessibility; 1.3.7 client confidentiality. 2 Responsibility 2.1 The [state who] has overall responsibility for managing our website. 2.2 They are responsible for: 2.2.1 approving and monitoring content; 2.2.2 ensuring the website complies with legal and regulatory requirements; 2.2.3 overseeing linking arrangements; 2.2.4 maintaining the website terms and conditions and privacy policy; and 2.2.5 conducting an annual review of this policy to ensure it is in effective operation. 3 Cookies and other similar storage and access technologies (SATs) 3.1 A cookie is a small text file which is placed onto a website user’s device (eg computer, smartphone or other electronic device) when they use our website. We use cookies on our website. These help us [insert summary, eg recognise our clients and their device and store some information about their preferences or past actions]. 3.2 For example, we may monitor [insert details,

This Practice Note reflects regulatory requirements in relation to websites that are specific to the legal sector and, in particular, law firms regulated by the SRA. It also summarises key privacy issues under the UK General Data Protection Regulation (UK GDPR). For general regulatory requirements in relation to websites, see Practice Note: Websites—compliance requirements, which provides guidance on key legal and compliance requirements that a website operator should consider, including: • the type and functionality of the website • information disclosure requirements • consumer protection • privacy and data protection • cookies • accessibility • cybersecurity • platform-to-business • online payments • advertising, promotions and direct marketing • competition law • taxation • liability for third party content • online safety and suitability • intellectual property and respecting copyright • geographic and territorial considerations SRA requirements The main requirements are to be found in the SRA Transparency Rules. Pricing information Law firms are required to publish information on their website on the prices they charge and what these cover. This does not apply to all legal services, but only to:

A website notification is a document sent in either hard copy form or electronic form to a person to whom a document, an announcement or any information is required to be sent, giving such person notice of the publication of the document, announcement or information on a website and providing details of the relevant website.