Hiring a web design and development agency is a significant decision for a Kenyan NGO. Whether the project is funded from your organization’s own budget, through a donor, or as part of a larger development programme, the contract you sign with the agency can have a major impact on the success of the project.
A good website development contract in Kenya should do more than state the project price.
It should clearly establish:
This is particularly important for NGOs because website projects often involve multiple stakeholders, donor requirements, large amounts of existing content, personal data, procurement procedures and long-term organizational use.
This website development contract checklist for Kenyan NGOs covers 15 things you should review before signing.
Important: This article is intended as practical procurement guidance, not legal advice. For a substantial website development project, have the final agreement reviewed by a qualified Kenyan lawyer, particularly where intellectual property, personal data, donor conditions or significant financial commitments are involved.
A website development project can involve considerably more than designing a few pages.
A Kenyan NGO website might include:
Several people may also be involved in approving the project, including communications staff, programme teams, management, IT staff, procurement officers, directors and donors.
Without a clear contract, each stakeholder can have a different interpretation of what the agency has agreed to deliver.
The contract should therefore turn the RFP, proposal and agreed scope into clear contractual obligations.
The contract should clearly identify both parties.
For the NGO, this could include the organization’s:
For the agency, identify:
This sounds basic, but it matters.
Your procurement documents may refer to your organization by one name while the contract uses another. Make sure the entity signing the agreement is actually the entity authorized to enter into the contract.
Also confirm who has authority within your organization to sign it.
One of the most important parts of a website development contract is the scope of work.
Avoid vague descriptions such as:
“The agency will design and develop a modern NGO website.”
That statement does not tell you very much.
The contract should establish what the agency is actually being hired to do.
Depending on the project, this could include:
You do not necessarily need to put every technical specification into the main contract. A detailed statement of work or technical specification can be attached to it.
The important thing is that the contractual documents collectively define the project clearly.
If you are still preparing the procurement documents, start with our guide on how to write an RFP for website development services.
The contract should distinguish between the services the agency provides and the actual deliverables your NGO will receive.
For example, deliverables could include:
This is particularly important if your procurement process asked the agency to perform research before designing the website.
If the agency’s proposal promised user research, usability testing or content strategy, those activities should not disappear when the contract is prepared.
Your contract should explain when the website is expected to be completed and how the project will progress.
A typical NGO website project might have milestones such as:
The contract should establish the expected duration of each stage where appropriate.
It should also explain what happens when the project is delayed.
For example, suppose the agency submits designs for approval and your organization takes three weeks to provide feedback when the agreed approval period was five working days.
The contract can establish how such delays affect the project schedule.
It should also distinguish between:
For more detail, see our guide on how long an NGO website redesign takes.
Do not look only at the headline project price.
Your contract should clearly state:
If the agency is VAT-registered and the services are taxable, clarify whether the quoted price is VAT-inclusive or VAT-exclusive.
The general VAT rate in Kenya is currently 16%, according to the Kenya Revenue Authority.
Do not assume that “KES 300,000” automatically tells you what your organization will actually pay.
The contract should make the treatment of taxes explicit.
Depending on the nature of the payment and the parties involved, withholding tax may also need to be considered.
Your finance or procurement team should establish the applicable tax treatment rather than assuming that every website project is handled identically.
KRA notes that withholding tax rates vary depending on the nature of the income and whether the recipient is resident or non-resident.
Website projects change.
During development, an NGO might decide that it needs:
The contract should explain how these changes are handled.
A sensible change-control process might require:
This prevents the classic disagreement:
“We thought that was included.”
The contract should establish what is included in the original scope and what constitutes additional work.
This is one of the most important sections of the contract.
Do not simply assume that because your NGO paid for the website, it automatically owns everything associated with it.
The agreement should address ownership of:
It should also distinguish between materials created specifically for your organization and third-party materials.
An agency may use:
Your NGO needs to understand which assets it owns and which are subject to third-party licences.
If the website is custom-developed, confirm whether your organization receives the source code and under what terms.
This becomes particularly important if you ever need to change agencies.
A website should not become effectively unusable because your organization cannot access the underlying code or data.
Your NGO should ideally maintain control of its critical digital assets.
This includes:
For a Kenyan organization, this may include a .co.ke, .or.ke or another relevant domain.
The important issue is not the domain extension. It is who controls the account.
Your organization should know:
Avoid a situation where the agency registers your organization’s domain using its own account and your NGO has no independent access.
Content is one of the most common sources of confusion in website projects.
Your contract should establish who is responsible for:
This becomes especially important for NGOs with large resource libraries.
For example, “content migration included” is not sufficiently precise if your website contains thousands of publications.
The contract should specify something more measurable.
For example:
“The agency will migrate up to 500 existing resource records.”
Or:
“The agency will migrate the existing publication database according to the agreed migration specification.”
The actual wording should reflect the project.
If you are replacing an existing NGO website, SEO should be addressed before signing the contract.
A website redesign can unintentionally damage existing search visibility if URLs, content and redirects are handled poorly.
The contract should establish whether the project includes:
Your SEO requirements should be specific enough to determine what the agency is actually responsible for.
If accessibility is important to your NGO, include it in the contract.
Do not simply write:
“The website will be accessible.”
That can mean very different things to different people.
Instead, establish the accessibility requirements against an appropriate standard, such as the Web Content Accessibility Guidelines (WCAG), where applicable.
The contract might address:
If a particular level of WCAG conformance is required, state that clearly.
This deserves particular attention for Kenyan NGOs.
Your website may collect personal data through:
Kenya’s Data Protection Act, 2019 establishes the framework for regulating the processing of personal data and provides rights and safeguards for data subjects. The Office of the Data Protection Commissioner (ODPC) is responsible for regulating and overseeing data protection in Kenya.
Your website contract should therefore clarify responsibilities for:
The contract should also establish whether the agency will have access to personal data and, if so, in what capacity.
The ODPC distinguishes between data controllers and data processors, with processors handling personal data on behalf of controllers.
Depending on the circumstances, your NGO and its technology providers may therefore have different responsibilities under Kenya’s data protection framework.
The ODPC also provides registration and compliance guidance for data controllers and processors.
A web development agency can implement technical measures, but that does not automatically transfer the NGO’s legal responsibilities to the agency.
Your organization should establish its own data protection responsibilities and make sure the website implementation supports them.
For significant projects, involve your organization’s legal or data protection adviser.
Security should be part of the contractual scope rather than an assumption.
Depending on the project, establish responsibilities for:
If penetration testing is required, state whether it is included.
Also establish what happens if a security vulnerability is discovered after launch.
For example:
These questions should be answered before the website goes live.
The contract should establish how your NGO determines that the website is complete.
A typical process might be:
The contract should distinguish between a defect and a new requirement.
For example:
If the agreed search function does not work, that is a defect.
If the NGO later decides that it wants an entirely new filtering system that was never specified, that may be a change request.
This distinction can prevent significant disputes.
The relationship with the agency does not necessarily end when the website launches.
Your contract should establish what happens after launch.
Clarify:
Also establish what happens if your NGO decides to terminate the relationship.
Your organization should be able to obtain the assets and access necessary to operate the website independently or transfer it to another provider.
The contract should therefore address:
This is particularly important when choosing a long-term technology partner.
Before signing, your procurement or project team should be able to answer yes to the following.
If your procurement team has limited time to review the agreement, pay particular attention to these five areas.
The scope and deliverables should be specific enough that both parties understand what “complete” means.
Understand the project fee, taxes, payment schedule, third-party costs and charges for additional work.
Establish ownership and access to the code, designs, content, database, domain and accounts.
There should be a documented change-control process.
Your organization should be able to retain control of the assets it has paid for and transfer the website to another provider if necessary.
For donor-funded projects, the contract may need to address additional requirements.
Before signing, check whether the donor or funding agreement imposes requirements relating to:
Do not assume that the agency’s standard contract automatically satisfies your donor’s requirements.
Your organization’s procurement rules and the funding agreement may impose additional obligations.
This is another reason to make sure the RFP, proposal and final contract are consistent with one another.
A template can be useful for identifying issues that should be discussed.
However, a generic website development contract should not automatically be treated as the final agreement.
Every project is different.
A Kenyan NGO website might involve:
A generic contract may not address all of these.
Use a template as a starting point, then adapt it to the actual project.
For a significant project, have the final agreement reviewed by a qualified Kenyan legal professional.
Your website contract should be the culmination of your procurement process, not a completely new description of the project.
Ideally, these documents should tell the same story:
RFP → Agency Proposal → Negotiation → Contract → Statement of Work
For example, if your RFP requested:
but the final contract simply says:
“Design and develop a website.”
you have introduced unnecessary ambiguity.
The contract should incorporate or clearly reference the detailed specification that defines the agreed deliverables.
If you are at the beginning of the procurement process, read our guide on how to write an RFP for website development services before approaching agencies.
The contract should reflect the actual complexity of the website rather than simply being based on the number of pages.
A website containing 20 simple pages can be considerably easier to develop than a website containing 100 pages, thousands of publications, complex search functionality and multiple integrations.
Factors that can affect the cost include:
For planning purposes, see our guide to NGO website development costs in Kenya.
The contract comes after an even more important decision: choosing the right agency.
Before signing anything, evaluate:
Our guide on what to look for in a web design agency for your NGO covers these considerations in detail.
You should also prepare a list of questions before evaluating proposals. Our guide to questions to ask a web design agency before you sign can help.
A website development contract should not be treated as paperwork that gets signed after the important decisions have already been made.
For a Kenyan NGO, the contract is an important part of the procurement process.
It should establish exactly what is being purchased, what the agency is responsible for, what the NGO must provide, how much the project will cost, who owns the resulting website and how the relationship will work after launch.
It should also address issues that are particularly important when operating in Kenya, including applicable tax considerations and responsibilities relating to personal data under Kenya’s data protection framework.
The best time to resolve ambiguity is before development starts.
Do not wait until the website is halfway through development to discover that your organization and the agency have different interpretations of the scope, ownership, content migration, support or payment terms.
A clear contract protects both sides and gives the project a much better chance of being delivered successfully.
If you are planning a new website or website redesign for your organization, these guides cover the major stages of the procurement and decision-making process:
