Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Fees definition

What does Fees mean? In legal practice, Fees are the sums payable by one party to another for goods, services or rights under a contract, together with any agreed charges or other amounts. The term is descriptive rather than statutory; while specific legislation prescribes particular court or registry fees in England & Wales, Scotland, Northern Ireland and Ireland, in private agreements Fees is a contract-defined term. Usage is broadly consistent across these jurisdictions. Key features in contracts include whether Fees cover one-off, periodic, retainer or success-based payments; whether expenses/disbursements are included or separate; whether VAT/sales taxes are excluded or included; timing and invoicing; indexation;...

Software development agreements: payment mechanisms, risk allocation, expenses/disbursements, inflation uplifts, tax/VAT, late payment and revenue recognition (waterfall and agile)

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Practice notes

Software development—in brief

A software development agreement applies when a customer retains or commissions a software developer to design, build, test and, at times, install and maintain tailor-made software. Development activity is also commonly a core element of systems integration agreements as well. These contracts deal with the acquisition, development and integration of an entire IT system, comprising both hardware and software components. The software strand often entails the developer or integrator producing a substantial share of bespoke or modified software. In each scenario, the Payment Mechanism that sets out which Fees the customer must pay (and when those payments fall due) is a crucial feature which—together with other contractual terms, including limits and Exclusions on the developer’s liability for contract breach, the calculation of liquidated damages for late delivery by the developer, and the warranties and indemnities the developer gives to the customer—shapes how risk is allocated between the parties involved. The extent to which risk shifts from the customer to the developer will be determined by the particular circumstances, such as the size, value and complexity of the project, which in turn will help determine the customer’s negotiating leverage. In some instances, the customer’s leverage can be...

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Web page updated on 21/05/2026

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