Website essentials - review of services required to set up a website
With the Internet being a primary medium for marketing and for doing business, most companies consider it imperative to create a website.
In this article we look at a few of the contractual arrangements that a new business will want to consider when setting up its website, or an existing business will deploy in up-dating its site.
- Website design and development agreement
The first step in setting up the website is to secure design and software services. The relevant agreement with the Website Designer will set out the Company's requirements, including:
- branding
- the style of the site
- the content
- the launch date (important if this is to link with other marketing activity)
The Company will also want to consider whether to include terms affording it the right to monitor the development of the site and to test it at given milestones.
The parties will have to decide whether it will be the Company or the Website Designer who owns the intellectual property rights in the site. The Company will want ownership, however there may be elements of copyright which the Website Designer routinely uses in its work with other clients and seeks to retain.
It is usual for the Company to retain responsibility for obtaining clearances, for example to secure copyright and other licences and consents for the material to be incorporated into the website.
- Web maintenance and operation agreement
Having designed the website the Company will want to consider whether to contract with a third party for the maintenance and operation of the site (either the Website Designer or an alternative contractor with the requisite marketing and programming skills).
Under this agreement, the following services may be provided:
- installation and operation of the website on the operator's server
- facilitating and maintaining public access to the website
- marketing the website
- providing reports on website activity
- backup and off site storage of the website
- Web hosting
So that the website can be made available to the public via the internet, it has to be uploaded to a hosting space.
The website is uploaded to a server. The server is either owned by the Company (although it may be held by a third party), or owned by the Web Host who provides services not only to the Company but to a variety of other customers.
Where the Web Host is commissioned by the Company it is advisable to have a formal hosting agreement to deal with the nature of the services that the Web Host will provide. Of greatest concern for the Company will be when a problem which renders the website inaccessible by the public. The Company will want to ensure that the hosting agreement addresses the time and manner of the Web Host's response to problems.
Equally, the Web Host will have to spend time servicing its hardware with the result that the Company's website may be down. The Company will want to ensure that the hosting agreement schedules down time at a time of day when traffic to the site is at its lowest with the least impact on business.
- Contracts with Internet Service Providers
The Company will have to enter into a contract with an Internet Service Provider ('ISP') in order to get its website onto the Internet. In most cases, and on account of the relative negotiating strength, there will be little opportunity to amend the contract with the ISP.
- Website linking licence
A website that is linked to a number of other sites is likely to be a more effective commercial tool. The Company will have to consider any adverse legal consequences that could follow.
In the situation that a third party seeks to link to the Company's site, it is useful to have in place a linking licence to protect the Company's rights. The Company will want to ensure the third party is an appropriate linking partner, the licence will have terms to govern the use by the third party of the Company's trade marks and the Company will want to retain the opportunity to sever the link if necessary.
- Website terms and conditions
The uses to which companies put their websites differ. Some websites have the purpose of conveying information whilst others encourage the public to interact or to purchase goods.
In the context of e-commerce and contribution sites, the Company will want to have in place Terms and Conditions for use by customers. In particular the Company will want to discuss with its lawyers the extent to which it may be able to limit its liability to customers. The law curtails the Company in its attempts to limit liability where the Customer is an individual consumer, but the Company has greater opportunity to limit its liability where it deals with other businesses.
Please contact us on 020 7420 7020 or enquiry@sethlovis.co.uk for further advice.