Web design and development contract with intellectual property assignment, drafted clause by clause according to Spanish IP law. Includes annexes for GDPR, licensing, and handover.
This is a downloadable contract template for web design and development projects in Spain, with clauses fully drafted and four annexes: assignment of rights, data processing agreement, third-party license inventory, and handover act. It is based on Spanish Intellectual Property Law (LPI), not a translation of an Anglo-Saxon model.
This is not an article about contracts. It is the contract.
We are publishing this because the same problem arises in almost every initial discovery call: someone has paid for a website and does not know if they own it. We use this document, with variations, for our projects. We are sharing it in full, clause by clause, so that you can use it regardless of whom you hire.
A disclaimer before we begin: we are not a law firm and this is not legal advice. It is a working template drafted by a studio that signs contracts of this nature, so that you can arrive at your advisor’s office with a draft in hand rather than a blank sheet of paper. Review it with whoever handles your legal matters before signing anything.
What Spanish law does for you if you write nothing down
Here is the misunderstanding that sustains half of the conflicts in the sector: many people believe that whoever pays for a work owns the work. In Spain, it does not work that way.
Article 51 of the Consolidated Text of the Intellectual Property Law (Royal Legislative Decree 1/1996) presumes the exclusive assignment in favor of the employer when the work is created by a salaried employee in the exercise of their duties. Article 97 says the same, and even more strictly, for computer programs: when an employee creates a program following their employer's instructions, the ownership of exploitation rights—«both the source program and the object program»—corresponds exclusively to the employer, unless otherwise agreed.
An external studio is not your salaried employee. A freelancer registered in the RETA system is not either. When you hire externally, those presumptions are not triggered: you only have the rights that the contract expressly states you have.
And if the contract is silent, the law fills the gaps against the one who pays:
Article 43 adds two more edges. If the territorial scope is not expressed, the assignment is limited to the country in which it is performed. And if the modes of exploitation are not expressed «specifically and concretely», the assignment is limited to what is necessarily deduced from the contract itself and is indispensable to fulfill its purpose. Translated: you commissioned a website, you have a website; redesigning with those files, reusing the brand in an app, or selling the company with the code inside is another conversation.
Article 45 completes the circle: every assignment must be formalized in writing. A budget accepted by email is not an assignment of rights; it is a budget accepted by email.
Standard industry practice: The budget says «web design and development, €6,400 + VAT» and is signed as is. The client believes they are buying ownership. They are buying a service and an implicit, limited license that expires in five years.
Our standard: The contract names one by one the rights being assigned, the modalities, the term, and the territory, and the assignment is documented in an annex signed on the day of the handover. No one discovers anything two years later.
How to use this template
Everything between angle brackets is a variable: ‹CLIENT NAME›, ‹AMOUNT›, ‹DATE›. Replace them all before signing. A contract with an unfilled variable is a contract with a hole.
The template assumes the most common scenario in Spain: a studio or independent professional provides services to a Spanish company or freelancer, invoices by phases, and delivers code and source files. If your case is recurring maintenance or a product with a usage license instead of an assignment, change block 8 and Annex I.
The payment schedule we propose, which you can change without touching the rest of the document:
| Payment | % | Milestone |
|---|---|---|
| Upon signing, before starting | 30 | Calendar reservation |
| Design approval (end of Design phase) | 40 | — |
| Handover and signing of Annex I | 30 | The assignment is perfected with this payment |
WEB DESIGN AND DEVELOPMENT SERVICES CONTRACT
In ‹CITY›, on ‹DATE›.
PARTIES
On one hand, ‹PROVIDER NAME OR BUSINESS NAME›, with ‹ID/TAX ID› ‹NUMBER› and address at ‹ADDRESS›, represented by ‹NAME› with ID ‹NUMBER›, hereinafter the Studio.
On the other hand, ‹CLIENT BUSINESS NAME›, with Tax ID ‹NUMBER› and address at ‹ADDRESS›, represented by ‹NAME› with ID ‹NUMBER› in their capacity as ‹POSITION›, hereinafter the Client.
Both parties acknowledge sufficient legal capacity to enter into this agreement and agree to the following
CLAUSES
1. Object
The Studio will provide the Client with the services of ‹brand design / website design and development / digital product development› described in Annex 0 (Scope), which is incorporated into this contract and is an inseparable part of it.
This contract is a lease of services and work. It does not create an employment relationship, partnership, or exclusivity for either party regarding the other.
2. Scope and success criteria
Annex 0 details: deliverables by phase, number of pages or screens, languages, third-party integrations, supported browsers and devices, and agreed success criteria.
What is not in Annex 0 is not in the price. This sentence is not a trap: it is the only way for the price in Clause 5 to be firm.
3. Phases and timelines
Work is organized into the following phases, with the target dates in Annex 0: Listen, Define, Map, Design, Build, Launch, and Accompany.
Deadlines are calculated on working days and are suspended while the Studio is awaiting an approval, content, or access that is the Client's responsibility to deliver. The suspension is communicated in writing on the day it occurs.
4. Client obligations
4.1. Designate a single point of contact with decision-making authority, identified in Annex 0.
4.2. Respond to approval requests within a maximum of ‹5› working days. After this period without a response, and upon prior written notice, the deliverable will be considered approved for scheduling purposes, never for quality purposes.
4.3. Deliver texts, images, credentials, and access on the dates in Annex 0.
4.4. Guarantee that they possess the necessary rights over all material they provide and take responsibility for any third-party claims derived from that material.
5. Price and payment method
5.1. The price for the services is ‹AMOUNT IN FIGURES AND WORDS› euros, plus applicable VAT. The price is fixed per phase and does not depend on hours spent.
5.2. Payments will be made according to the milestones in Annex 0, against invoice, via bank transfer to ‹IBAN›.
5.3. VAT at the current rate will be applied to the amounts, and if applicable due to the nature of the parties, the personal income tax (IRPF) withholding established by applicable regulations. Any tax or withholding will be explicitly stated on the invoice.
5.4. Payment term: ‹30› calendar days from receipt of the invoice. In no case will it exceed 60 calendar days.
5.5. In case of non-payment, the Studio may claim legal interest for late payment and a fixed amount of 40 euros for collection costs, in accordance with Law 3/2004, of December 29, on combating late payment in commercial transactions.
6. Changes in scope
Any request outside of Annex 0 is quoted in writing before execution, with a fixed price and effect on the calendar. No modification is executed without written approval.
No surprise hours. If a request does not fit in the scope, the Studio states it beforehand, not invoices it afterwards.
7. Revisions
Each phase includes ‹2› rounds of revision on the submitted deliverable. A round is a consolidated set of comments, not a succession of separate emails. Additional rounds are billed at ‹AMOUNT› euros plus VAT per round.
8. Intellectual property
8.1. Origin of ownership. The Studio is the author of the designs, texts, images, and developments it produces. Moral rights of the author are inalienable and nontransferable according to Intellectual Property Law, and this contract does not assign them.
8.2. Assignment. The Studio assigns to the Client the exploitation rights under the terms, term, territory, and modalities of Annex I (Assignment of rights), which is signed at the time of handover.
8.3. Payment condition. The assignment is conditional upon full payment of the price. Until that moment, the Client has a temporary and non-exclusive license to use, limited to the review and testing of deliverables.
8.4. Third-party materials. The Studio cannot assign what it does not own. Fonts, photographs, components, and third-party libraries are listed in Annex III (License inventory), with their license and limits. The Client assumes responsibility for renewing those licenses.
8.5. Prior tools and knowledge. The Studio retains ownership of its internal utilities, generic code snippets, and working methods prior to or independent of the project, and grants a perpetual, worldwide, and irrevocable license to use them to the extent necessary to exploit the result.
8.6. Portfolio. The Studio may display the work in its portfolio and mention the Client as such, unless a confidentiality agreement to the contrary exists in Annex 0. The Client may demand a publication embargo until ‹DATE›.
9. Data protection
If the service involves access to personal data for which the Client is the data controller, both parties sign Annex II (Data Processor), containing the minimum content required by Article 28.3 of Regulation (EU) 2016/679.
10. Accessibility
10.1. The Studio will deliver the site in compliance with the ‹WCAG 2.2 AA› level for pages and components produced by the Studio, measured with the tools and procedure described in Annex 0.
10.2. The Client is responsible for maintaining that level in the content published after the handover: documents, videos, images, and texts added by the Client or third parties.
10.3. The parties acknowledge that Law 11/2023, of May 8, which transposes Directive (EU) 2019/882, is applicable from June 28, 2025, to services falling within its scope, and that responsibility for its continued compliance corresponds to the Client as the service owner.
11. Warranty and support
11.1. For ‹30› calendar days from the handover, the Studio will correct without cost defects attributable to its work: operational errors, deviations from Annex 0, and display failures on supported browsers.
11.2. New functionality, content changes, hosting incidents, and failures resulting from modifications made by third parties to the delivered code are excluded from the warranty.
12. Handover
Upon completion, the Studio delivers and documents in Annex IV (Handover Act): repository with the complete history, editable design source files, deployment documentation, and inventory of credentials and contracted services.
13. Confidentiality
Both parties will maintain confidentiality regarding the other’s non-public information during the term of the contract and the following ‹3› years.
14. Liability
The total liability of the Studio for any reason is limited to the amount effectively received for the project. It is not liable for loss of profit or indirect damages. This limitation does not apply in cases of intent.
15. Termination
Either party may terminate the contract for serious breach by the other, following written notice and ‹15› days to remedy. In case of termination, the Client will pay for completed phases and hours of the current phase, and the Studio will deliver the work done up to that point without implying any assignment of rights beyond what has been paid for.
16. Subcontracting
The Studio may rely on collaborators, taking responsibility for their work as its own and guaranteeing that they have assigned the necessary rights to comply with Annex I.
17. Applicable law and jurisdiction
This contract is governed by Spanish law. The parties submit to the Courts and Tribunals of ‹CITY›, waiving any other jurisdiction.
Signed in duplicate at the place and date of the header.
‹STUDIO SIGNATURE› · ‹CLIENT SIGNATURE›
ANNEX I · ASSIGNMENT OF EXPLOITATION RIGHTS
This annex is signed at the time of handover once the full amount has been collected. It is the document you will show in a due diligence, investment round, or the day you change providers.
1. Assigned work. ‹Precise description: visual identity and its variants, design system, source files, code of the site published at ‹domain›, content written by the Studio›. Identified by the commit ‹HASH› of the repository ‹URL› and the files listed in the Handover Act.
2. Assigned rights. Reproduction, distribution, public communication, and transformation, in all modalities known at the date of signing, including: internet and network publication, printing, display, incorporation into other media and products, modification of code and design, and creation of derivative works.
3. Nature. Assignment on an exclusive basis, with express mention of this nature in accordance with Article 48 of the TRLPI, and with the Client's authority to assign it to third parties and transfer it in corporate operations.
4. Term. For the entire duration of the exploitation rights according to current legislation.
5. Territory. Worldwide.
6. Price. The assignment is compensated as a lump sum within the price of the main contract, with no additional remuneration for exploitation.
7. Exclusions. Not assigned: author’s moral rights, third-party materials in Annex III, or prior tools from Clause 8.5, which are subject to the license described therein.
8. Warranty. The Studio declares it is the owner of the assigned rights and is responsible for any third-party claims regarding its authorship.
‹DATE› · ‹STUDIO SIGNATURE› · ‹CLIENT SIGNATURE›
ANNEX II · DATA PROCESSOR (GDPR)
Signed when the Studio accesses personal data of the Client’s customers, users, or employees: forms, CRM, backups, analytics tools, or email. Article 28.3 of Regulation (EU) 2016/679 requires a written contract with this minimum content.
| Field (Art. 28.3 GDPR) | What to write |
|---|---|
| Object of processing | Development, maintenance, and support of the site ‹domain› |
| Duration | Term of main contract plus ‹30› days of support |
| Nature and purpose | Technical access, troubleshooting, data migration |
| Data type | ‹Identification, contact, browsing, billing› |
| Categories of data subjects | ‹Clients, subscribers, staff› |
| Obligations/rights of controller | Documented instructions, audit, decision on purposes |
| Instructions | Processor processes data only following documented instructions |
| Confidentiality | Written commitment of all authorized persons |
| Security | Technical and organizational measures: ‹encryption in transit/rest, access control, logging, backups› |
| Sub-processors | List by name: ‹hosting, transactional email, analytics, backups› with location and international transfer basis |
| Assistance | Collaboration in exercising rights and security breaches, 24h notice |
| Final destination | Return or deletion upon termination, chosen by controller, with certificate |
ANNEX III · THIRD-PARTY LICENSE INVENTORY
Inventory column structure, in CSV format for maintenance:
| Column | Content | Example |
|---|---|---|
element | Resource name | Heading font |
type | font · image · video · library · component · plugin | font |
provider | Foundry, stock bank, or repository | ‹provider› |
license | Exact name | Webfont, perpetual license per domain |
limit | Threshold triggering renewal or payment | monthly page views · number of domains |
expires | Date or "perpetual" | 2029-03-01 |
license_holder | In whose name it is held | Client |
renewal_cost | Amount and frequency, plus VAT | ‹amount› / year |
proof | Link or path to receipt/contract | /licences/2026/… |
ANNEX IV · HANDOVER ACT
One-page document signed on launch day.
- Repository: URL, platform, full history, and owner role transferred to a Client account.
- Exact commit hash corresponding to the published version.
- Editable design and brand source files, in open/native format.
- Deployment documentation: environment variables, publishing steps, rollback procedure.
- Credential inventory: domain, DNS, hosting, email, analytics, payment gateway.
- Domain ownership verified in the Client's name, not the provider's.
- Full backup delivered and tested, with date.
- Annex III updated as of handover date.
- Start and end date of included support period.
- Signature of both parties.
The seven most costly clauses
| Clause in the budget | What it means in practice | What to write instead |
|---|---|---|
| "Web rights will be assigned" | No modalities: limited to what is essential for the contract, Art. 43.2 TRLPI | Enumeration of modalities, term, territory, exclusivity |
| "Price: €6,400" | Ambiguity regarding VAT ending in billing disputes | "€6,400 plus applicable VAT" |
| "Delivery: published web" | No code or source files | Annex IV Handover Act |
| "Unlimited revisions" | Provider loses money or project never closes | Counted rounds and price for additional rounds |
| "Mandatory 12-month maintenance" | Permanence disguised as service | Support included with end date and optional maintenance |
| "We manage the domain" | Domain ownership remains with provider | Domain in Client's name from day one |
| Silence on personal data | Violation of Art. 28 GDPR by both parties | Signed Annex II |
Transparency note. Some of our own data in this guide is still being measured on real projects, with a single method. We will publish it with its sample size and date range once the sample is large enough; until then, every figure you see carries its source and date of consultation.
Keep reading
- How to hire a web design and development studio in Spain
- Who owns your web code: intellectual property and work-for-hire
- 18 questions to ask an agency before signing
- Why you should have repository access from day one
- 47-point checklist before putting a web into production
- How to read a web budget and its VAT as a freelancer or SME
Verified Sources
- https://www.boe.es/buscar/doc.php?id=BOE-A-1996-8930 — TRLPI (RDL 1/1996): text of arts. 43, 45, 46, 48, 51, and 97. Accessed 27-08-2026.
- https://www.boe.es/buscar/act.php?id=BOE-A-1996-8930 — Consolidated TRLPI text, last update 30-03-2022.
- https://www.boe.es/buscar/act.php?id=BOE-A-2004-21830 — Law 3/2004 on commercial late payments, updated 01-10-2014.
- https://www.boe.es/buscar/act.php?id=BOE-A-2023-11022 — Law 11/2023 on accessibility directives.
- https://eur-lex.europa.eu/legal-content/ES/TXT/HTML/?uri=CELEX:32016R0679 — GDPR, art. 28.
- https://www.boe.es/buscar/act.php?id=BOE-A-1992-28740 — VAT Law 37/1992, consolidated 28-02-2026.
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