What Should a Web Design Contract Include? The 2026 Checklist for Canadian Businesses

Summary. A web design contract in Canada needs twelve things, and the one most contracts get wrong is copyright. Under section 13(1) of the Copyright Act the author owns the work, and section 13(4) says no assignment is valid unless it is in writing and signed. A quote, an invoice marked paid in full, and a friendly email do not move copyright. A signed assignment clause does.

By Cody Wise, Founder, Wise Media, Calgary. Published 3 October 2026. This is general information for Canadian business owners, not legal advice. Have a lawyer review any agreement before you sign it.

What this article covers

• The twelve clauses, in one table
• Intellectual property, and why paid in full does not mean owned
• Scope, deliverables and the revision count
• Domains, hosting and accounts, including what CIRA actually says
• Third party licences nobody budgets for
• Payment, GST and late terms
• Launch, acceptance and the warranty window
• Termination, and the clause clients only read once it has gone wrong
• Red flags in a contract you have been handed
• FAQ

What should a web design contract include?

Twelve clauses. Scope and deliverables, timeline with client obligations, payment terms, intellectual property assignment, third party licences, accounts and credentials, content responsibility, data and privacy, acceptance and warranty, maintenance and support, termination, and governing law. Everything else is detail. If one of those twelve is missing, you have an identifiable gap, and it is usually the one that bites.

Clause	What it must actually say	What goes wrong without it
Scope and deliverables	Named templates, page count, which pages are unique versus repeated layouts, what responsive means, which browsers	Endless argument about whether a page is in scope
Timeline and client obligations	Milestone dates and what the client must supply by when, plus what happens when they do not	Project stalls on missing content and the agency carries the blame
Payment terms	Amounts in CAD, deposit, milestone triggers, whether GST is included or added, late payment interest	Cash flow disputes and a tax surprise at the end
Intellectual property	A written assignment of copyright, signed, effective on a stated condition	You paid for a website you do not own
Third party licences	Who holds the licence for themes, plugins, fonts and stock images, and who renews them	The site breaks or goes non compliant at renewal
Accounts and credentials	Registrant and account holder named for domain, hosting, DNS, analytics, ad accounts	You cannot move your own site
Content responsibility	Who writes copy, who clears image rights, who signs off on claims	Launch slips, or you publish a claim you cannot support
Data and privacy	What personal information the site collects, where it is stored, what the builder may access	A privacy obligation with nobody accountable for it
Acceptance and warranty	How approval is given, and a defect fix window after launch	Bugs become a paid change request on day two
Maintenance and support	Whether it is included, for how long, response times, what counts as support versus new work	An unmaintained site, or unbudgeted monthly invoices
Termination	Notice period, what is paid for work done, what gets handed over	A hostage situation with your own files
Governing law	Named province, named courts or arbitration	A dispute that costs more to venue than to settle

Intellectual property: paying in full does not make you the owner

This is the clause that costs Canadian businesses the most money and gets the least attention, so take it in the order the statute does.

Section 13(1) of the Copyright Act states that “the author of a work shall be the first owner of the copyright therein.” The designer who drew it and the developer who wrote it are the authors. Not the person who paid.

Section 13(3) creates an exception for employees. Where the author was employed under a contract of service and made the work in the course of that employment, the employer is first owner, in the absence of an agreement to the contrary. Note the words contract of service. A freelancer or an agency works under a contract for services, which is a different thing, and the exception does not reach them.

Section 13(4) closes the loop. Copyright can be assigned, but “no assignment or grant is valid unless it is in writing signed by the owner of the right in respect of which the assignment or grant is made, or by the owner’s duly authorized agent.”

Put those three together and the practical rule is plain. Unless your contract contains a written, signed assignment, the agency or freelancer that built your site still owns the copyright in it. You have an implied licence to use what you commissioned. You very likely do not have the right to have someone else modify it, port it to a new platform, or reuse the design on a second brand.

What a usable IP clause contains

• An express assignment in writing, signed. Not “the client will own the final deliverables”. An assignment of copyright, stated as such.
• A clear trigger. Most agencies assign on receipt of final payment. That is reasonable. What matters is that the trigger is written and that you know when it has fired.
• A definition of what transfers. Final design files and site code, usually. Working files, source Figma, and the agency’s internal frameworks, usually not. Decide which you need. If you are planning to take the site in house later, source files matter more than most clients realise at signing.
• A waiver of moral rights. Moral rights are separate from copyright in Canada, they cannot be assigned, and they can only be waived. Without a waiver, the author retains rights about integrity and attribution in the work.
• A licence back to the agency, limited. Portfolio and case study use is normal and fair. It should be limited to that, and it should not include reusing your custom design for another client.
• A carve out for pre existing material. An agency cannot assign what it licensed from someone else. Those items should be listed, not glossed over. See the licences section below.

The same statutory logic applies to your logo and brand marks, which are usually commissioned under the same engagement and almost always covered by a weaker clause. We walked through that specific case in our guide to who owns your logo in Canada, and the broader account level version in who actually owns your website.

Scope and deliverables: count the things

Scope disputes are almost never about bad faith. They are about two people using the same word to mean different quantities. The fix is counting.

A scope schedule should be a separate appendix, not a sentence in the body, and it should state:

• Unique templates versus total pages. Ten pages built from three templates is a very different job from ten uniquely designed pages. Price follows templates, not page count.
• Named pages. Home, services index, service detail template, about, contact, blog index, blog post template, legal pages. List them.
• Revision rounds, per stage, with a number. Two rounds at concept, two at build is a normal structure. “Revisions until satisfied” is not generosity, it is an unpriced liability that ends badly for both sides.
• What responsive means here. Breakpoints tested, and on which devices.
• Browser and accessibility targets. If you need a WCAG conformance level, it belongs in the contract as a deliverable, not in an email as a hope.
• Integrations, named. CRM, booking system, payment processor, email platform. Each one is work, and each one has a failure mode.
• Explicit exclusions. Copywriting, photography, logo design, SEO content, data migration from an old site, ongoing hosting. If they are out, say they are out. Our website packages list inclusions and exclusions on the page for this reason.

One clause that belongs here and is almost always missing: the client delay clause. Projects stall because content does not arrive, and the contract should say what happens on day thirty of waiting. A fair version gives the agency the right to invoice the milestone, park the project, and charge a defined restart fee if the gap runs past a stated period. Without it the agency absorbs an open ended cost and the relationship sours before launch.

Domains, hosting and accounts: what the .ca agreement actually says

Here is a fact almost no Canadian web design contract reflects, and it changes how the accounts clause should be written.

CIRA’s Registrant Agreement states plainly that “a Domain Name is not property and that a Domain Name Registration does not create any proprietary right,” and that the Registrant may not transfer or purport to transfer a proprietary right in the registration. The agreement also makes the Registrar of Record “irrevocably authorized to act as the Registrant’s agent in connection with Domain Name Registrations.”

Read that carefully. You do not own your .ca domain in the way you own a filing cabinet. You hold a registration, and the entity named in the Registrant Name or Registrant Organization field is the one who holds it. So the question your contract has to answer is not “who owns the domain”, which is the wrong question. It is “whose name goes in the Registrant Organization field.”

If the answer is your agency, you have handed over control of the single asset your entire online presence depends on, and the usual contract language about ownership of deliverables does not reach it, because a registration is not a deliverable and is not property.

The accounts schedule

Treat this as a table in the contract, filled in before work starts, with a named account holder for each line.

Asset	Who should hold it	Why
Domain registration	Your business, as named Registrant	Control of the name itself. Nothing else matters if this is wrong.
Registrar account	Your business	CIRA permits a change of Registrar of Record after 60 days from registration, but you need account access to initiate it.
DNS management	Either, documented	Agency management is fine and often better, as long as you can take it back.
Hosting account	Your business, agency as collaborator	Billing continuity if the relationship ends
Google Analytics and Search Console	Your business, as owner	Historical data is unrecoverable if you lose the property
Google Business Profile	Your business, as primary owner	Recovering a profile from a departed agency is slow and sometimes impossible
Ad accounts	Your business, agency with access	Conversion history and learning are account assets
Email platform and CRM	Your business	The contact list is yours and is often the most valuable thing in the stack

Third party licences: the costs nobody puts in the quote

An agency cannot assign copyright in something it does not own. Every website is partly made of things licensed from third parties, and the contract should list them with four columns: item, licence holder, annual cost in CAD, and what happens at renewal.

• Page builder and theme licences. Often bought on the agency’s multi site developer licence. That is efficient while you are a client and a problem the day you are not.
• Premium plugins. Forms, booking, membership, backup, security. Each has its own renewal and each stops receiving security updates when the licence lapses.
• Fonts. Desktop and web licences are different products, and web font licences are frequently capped on monthly pageviews. A site that outgrows its tier is out of licence without anyone noticing.
• Stock photography and illustration. Licence scope matters. Web use, print use, and advertising use are priced separately, and a photo licensed for the website is not automatically licensed for the ad campaign built from it.
• Icon sets and UI kits. Many permit use in a client project only under the paid tier.
• Code libraries. Mostly open source and fine, but a copyleft licence in a custom component is worth knowing about before you commission a derivative work.

The honest version of this clause reads: here is what is licensed, here is who holds it, here is the renewal cost in Canadian dollars, and here is what we will transfer or what you will need to buy if we part ways. An agency that will not produce that list is telling you something.

Payment terms, GST and late fees

Four things, all of them boring, all of them a problem when missing.

1. Currency, stated. Write CAD or USD next to every figure. Canadian businesses hire American agencies and the reverse constantly, and a 30 percent currency surprise on the final invoice is an avoidable argument.
2. Deposit and milestones. A deposit before work starts is standard practice across the industry. What matters is that each later payment is tied to a defined milestone rather than a calendar date, so the schedule follows the work.
3. Whether GST or HST is included or added. The Canada Revenue Agency applies place of supply rules, where the rate of tax to charge depends on where you make your supply. A quote that says a number with no tax treatment stated is a quote you cannot budget from. Ask for plus applicable taxes or taxes included, in writing.
4. Late payment terms. A stated monthly interest rate and a right to suspend work. Suspension rights are more useful than interest, because they actually change behaviour.

One more, specific to web work. If the agency is passing through hosting, licences or ad spend, say whether those are billed at cost or with a markup, and whether they continue after the build. Pass through costs that quietly become a recurring line are the most common source of billing resentment in this industry.

Launch, acceptance and the warranty window

Acceptance is the moment the agency’s obligation to build ends and your obligation to pay the balance begins. If the contract does not define it, both sides will define it differently at the worst possible moment.

• How approval is given. Written sign off on a staging URL, by a named person, within a stated number of business days.
• Deemed acceptance. If the client does not respond within that window, the deliverable is accepted. This protects the agency and it is fair, provided the window is reasonable.
• A defect warranty period. Thirty days after launch is common. During it, anything that does not work as specified is fixed at no charge. Be precise that this covers defects, not changes of mind.
• The difference between a bug and a change. A form that does not send is a bug. A form that should now also send to a second address is a change. Write the distinction down before you need it.
• What is excluded from warranty. Third party breakage, client edits, and plugin or platform updates after handover. Reasonable, and it should be stated rather than assumed.

Maintenance is a separate agreement, and it should be

Do not let maintenance live as an afterthought clause in the build contract. It has a different shape: recurring fee, defined scope, response times, and a cancellation notice period. The build contract should say whether maintenance is included for a period, what happens when that period ends, and that continuing is a choice rather than a default. Our website growth packages separate build from ongoing work for exactly this reason.

Termination and exit

Assume the relationship ends. Every clause below is cheap to agree at signing and expensive to agree later.

• Notice period, both directions. Usually fourteen or thirty days in writing.
• Payment on termination. Work completed to date, calculated against the milestone schedule, not against a vague percentage.
• Whether the deposit is refundable, and when. Say it. Both answers are defensible, silence is not.
• What is handed over. Files, database export, DNS records, credentials, and a defined handover window in business days. Name the format.
• Whether the IP assignment survives partial payment. This is the single sharpest question in the clause. If you terminate at 60 percent complete and have paid 60 percent, do you own what exists? If the assignment is conditional on final payment, the answer is no, and you should know that going in.
• Termination for cause versus convenience. Different notice periods and different payment outcomes. Separate them.

Data and privacy on the way out

If the site collects personal information, and almost every site with a contact form does, then PIPEDA’s fair information principles apply, including accountability and safeguards. Your agency is handling personal information on your behalf, and accountability does not transfer with the work. The contract should say what personal information the builder can access, what they may do with it, and that it is deleted or returned on termination. Our guide to privacy policy requirements in Canada covers the public facing side of the same obligation.

Red flags in a contract you have been handed

• No IP clause at all. Default position applies, which means the author keeps copyright. This is the most common and most consequential omission.
• “Client will own all deliverables upon final payment” and nothing more. Owning a deliverable is not the same as being assigned copyright. The wording matters because section 13(4) is specific about written assignment.
• Unlimited revisions. It sounds generous and it is a structural risk. Either the agency has priced for a worst case you are paying for, or the project will be rushed when the budget runs out.
• Agency named as domain Registrant. Fix before signing, not later.
• No termination clause. Means you negotiate the exit during the argument.
• Automatic renewal with a long notice window. Especially on maintenance. Ninety days notice on an annual auto renewal is a trap, not a term.
• Governing law in a province or country where neither of you is located. Ask why.
• An unlimited indemnity from you to them. Indemnities should be mutual and scoped to what each side actually controls. You indemnify for content you supplied. They indemnify for code and assets they supplied.
• No liability cap. A cap at fees paid is normal and reasonable. No cap at all is unusual on both sides.

A worked example

Illustrative, not a client situation. A Calgary clinic signs a fixed price build. The quote says eight pages, two rounds of revisions and “client owns the finished website on final payment.” It does not mention the domain, the premium booking plugin or the font.

Eighteen months later the clinic wants to move to a different agency. Four things surface in the same week. The .ca domain is registered with the old agency named in the Registrant Organization field, so the clinic cannot initiate a registrar transfer. The booking plugin runs on the agency’s developer licence and stops receiving security updates the day access is revoked. The display font was licensed under a pageview tier the site passed a year ago. And because the contract assigned ownership of “the finished website” rather than assigning copyright in writing, the new agency’s lawyer will not confirm the clinic has the right to create a derivative work from the existing design.

Not one of those four is malice. Each is a clause that was never written. All four are preventable at signing by a scope appendix, an accounts schedule, a licence list and one correctly drafted assignment.

The pre signature checklist

• Is there a written, signed assignment of copyright, with a stated trigger?
• Are moral rights waived?
• Is there a scope appendix with counted templates, counted pages and counted revision rounds?
• Are exclusions listed explicitly?
• Is there a client delay clause?
• Does an accounts schedule name the holder of the domain, registrar, hosting, analytics, Business Profile and ad accounts?
• Is your business the named Registrant for the domain?
• Is there a third party licence list with renewal costs in CAD?
• Does every figure say CAD or USD, and is the GST or HST treatment stated?
• Are milestone payments tied to deliverables rather than dates?
• Is acceptance defined, with a deemed acceptance window?
• Is there a defect warranty period, with bugs distinguished from changes?
• Is maintenance separate, with its own notice period?
• Does termination state notice, payment, handover contents and handover timeline?
• Does the IP assignment survive early termination, and on what terms?
• Is liability capped, and are indemnities mutual?
• Is the governing province one of yours?

Frequently asked questions

Do I own my website if I paid for it in full?

Not automatically. Under section 13(1) of the Copyright Act the author is the first owner of copyright, and section 13(4) says no assignment is valid unless it is in writing and signed by the owner. Paying an invoice is not a signed assignment. You will normally have an implied licence to use the site, but without an assignment you may not have the right to have someone else modify it or reuse the design elsewhere.

Does the employee rule mean my contractor’s work belongs to me?

No. Section 13(3) applies where the author was employed “under a contract of service” and made the work in the course of that employment. Agencies and freelancers work under a contract for services, which is a different relationship, so the employer exception does not apply to them. You need an express written assignment.

Who should be listed as the owner of my .ca domain?

Your business should be the named Registrant. Note that CIRA’s Registrant Agreement states a domain name is not property and a registration does not create a proprietary right, so the question is not who owns it but whose name is in the Registrant Organization field. The agreement also appoints the Registrar of Record as the Registrant’s irrevocable agent, and permits a change of Registrar of Record after 60 days from registration.

How many revision rounds should a web design contract include?

Two at the concept or design stage and two at build is a common and workable structure. The specific number matters less than having one. Avoid unlimited revisions in both directions: as a client you will pay for the risk in the quote, and as a supplier you will absorb it.

Should the deposit be refundable?

Either answer can be fair, but the contract has to pick one. A common middle position is that the deposit is non refundable once work has started, with work started defined by a specific event such as the kickoff session or the first design presentation rather than by the signing date.

Is GST included in a web design quote?

Only if it says so. The Canada Revenue Agency applies place of supply rules, where the rate depends on where the supply is made, so the figure you see may or may not include tax. Ask for it in writing as either taxes included or plus applicable taxes before you budget from the number.

What should I get on handover?

Site files and a database export, administrator credentials, DNS records, a list of third party licences and their status, and the source design files if your contract assigned them. Agree the format and a handover window in business days, because an undefined handover is the most common pressure point when a relationship ends.

Do I need a lawyer to review a web design contract?

For a straightforward small business build, a careful read against the checklist above gets you most of the way. For anything with custom development, a multi year maintenance commitment, or material brand assets attached, a short review by a Canadian lawyer is inexpensive relative to the exposure. This article is general information, not legal advice.

The short version

Count the deliverables, name the account holders, list the licences, and get the copyright assignment in writing and signed. Those four moves prevent the overwhelming majority of website disputes in Canada, and all four cost nothing at the point of signing. The expensive version is discovering any one of them eighteen months later when you want to move.

Want a contract that already covers this?

Every Wise Media build ships with a scope appendix, an accounts schedule naming your business as the holder of record, a third party licence list with renewal costs in CAD, and a written copyright assignment on final payment. If you would rather start there than audit someone else’s template, tell us about the project through our intake form and we will come back with a scoped quote in Canadian dollars. If branding is part of the job, the same terms run through our branding packages.

Sources

• Government of Canada, Copyright Act, section 13, for first ownership, the employment exception and the written assignment requirement.
• CIRA, Registrant Agreement, version 2.3, 1 August 2025, for the definition of Registrant, the no proprietary right provision, the Registrar as irrevocable agent and the 60 day registrar transfer rule.
• Office of the Privacy Commissioner of Canada, PIPEDA in brief, for the fair information principles including accountability and safeguards.
• Canada Revenue Agency, Charge and collect the tax: which rate to charge, for the place of supply principle.

Statutory references verified against the primary sources above on 3 October 2026. This article is general information for Canadian business owners and is not legal advice. Laws change and individual circumstances differ, so have a lawyer review any agreement before you sign it.