Webflow's help centre says a site is owned by the Workspace it sits in, and that a client "won't automatically have rights to transfer or duplicate the site unless it's explicitly agreed on." Its Terms of Service add that if the designer becomes unreachable, Webflow cannot transfer the account or export the site to the client. Webflow's own advice is that designers and clients settle ownership, billing and access in their own agreements.
This guide covers the clauses in the order a dispute would test them, with starter wording in plain English: a starting point for your lawyer, not legal advice. Choosing the partner and the handover artefacts are covered in "How to Choose a White Label Web Development Agency: 14 Questions" and "White Label Webflow Development: How Agencies Hand Off Builds Without Losing the Client".
Start with the Workspace, not the IP clause
Webflow's Terms of Service, effective 15 November 2023, say in section 2.6 that the owner of an account is whoever controls its primary email address, and, for paid accounts, possibly whoever's card paid the fees. Section 7.2 lets Webflow decide a dispute between "a web designer and a client" in its sole discretion, and its decision is final. The help centre adds that contracts are not accepted as proof. So the contract's job is to make the email and the card point at the right party from day one.
| Webflow rule | Clause the agreement needs |
|---|---|
| The Workspace owns the site; clients get no transfer rights by default | Name the build Workspace and the destination Workspace |
| Only Freelancer and Agency Workspaces transfer a site with its paid plan | Require the partner to hold one of those plans |
| An Enterprise destination, or a Starter, Core, Growth or Enterprise source, needs a downgrade first, with downtime | Define enterprise transfers as a dated cutover |
| Form notifications, reCAPTCHA keys and billing reset; apps need re-authorising | Make the post-transfer checklist a deliverable |
| Clients can add a Freelancer or Agency Workspace back as a free guest | Run retainers on guest access, not membership |
Source: Webflow Help Center, "How do I transfer a site or plan to another workspace?" and "Site ownership", 2025 to 2026; Webflow Terms of Service, 2023
Starter wording. "The Partner will build the Site on a staging site in its own Freelancer or Agency Workspace. Within five working days of Acceptance it will transfer the Site, with its Site plan and custom domains, to the Workspace the Agency names, having first removed it from Made in Webflow and cleared Creator Credits. The Partner holds no role in the destination Workspace unless invited as a guest in writing."
Scope, acceptance and change requests
Che IT Group's June 2026 guide recommends measurable acceptance criteria, for example a design matching the Figma layout within 2 pixels and pages loading in under 2 seconds. Geeks for Growth adds what starts the clock (a complete brief, assets, approvals) and what pauses it (missing inputs, unclear feedback, client delays).
Starter wording. "Schedule A lists the pages, CMS collections, templates, integrations and review rounds in scope. Anything else is a Change Request, quoted in writing within two working days and started only on written approval. The Agency has ten working days from the staging link to report defects against Schedule A; silence after ten working days is Acceptance."
Intellectual property: assign the site, license the base
Webflow's Terms say you retain ownership of your website content, including templates and libraries. UpCounsel's October 2025 guide describes the usual default as the vendor keeping IP and licensing it to the reseller. Che IT Group and Geeks for Growth recommend the opposite for custom builds: project work assigns on payment, the partner's frameworks are licensed. KrishaWeb markets the strictest version: "There are no KrishaWeb frameworks sitting inside the codebase."
Starter wording. "On receipt of the final payment, the Partner assigns to the Agency all intellectual property in the Site Deliverables in Schedule A, including design files, CMS model and custom code. The Partner retains its Base Materials listed in Schedule B and grants the Agency and the Client a perpetual, royalty-free, non-exclusive licence to use them within the Site. Third-party assets and their licences are listed in Schedule C."
Schedule B must be a real list, not "pre-existing materials". Assignment follows final payment because a partner that assigns earlier is carrying your credit risk.
Who talks to the client
Sprintlaw, writing in October 2026, frames visibility as three settings: invisible, partially visible, or dealing directly with the client. Codeable's April 2026 guide states the default: "At no point does the partner communicate directly with your client." The real failure is the partner acting on a client's instruction in a shared channel, so the clause must cover instructions, not just contact.
Starter wording. "The Partner will not contact the Client, appear in communications to the Client or take instructions from the Client unless the Agency agrees a Co-delivery Mode in writing for a named project, in which the Partner's staff attend as the Agency's team and refer scope decisions to the Agency's named contact. The Partner will not name the Client or show the Site in any portfolio without written permission for each use."
We run silent, co-delivery and credited levels with partner agencies; the move from silent to co-delivery usually follows the first project, so allow it per project.
Turnaround, SLA and the warranty window
| Shop | Turnaround | After launch | Payment term |
|---|---|---|---|
| White Label Agency (WordPress) | 15 to 20 business days to a review build | 30 days of free bug-fixing | Final invoice before the site moves; 1.5% a month plus $10 after 30 days overdue |
| Codeable (WordPress) | Per project | 28-day bug-fix warranty | Escrow released on completion; $80 to $120 an hour plus 17.5% fee |
| E2M (WordPress, Webflow, Duda, Shopify) | Onboarding in 24 to 48 hours | Maintenance within plan hours | Month to month, $1,299 to $9,999, no contracts |
| KrishaWeb (web and app) | Development starts 3 to 5 business days after a complete brief | Retainers for patching | Month to month from $729, no cancellation fee |
Source: White Label Agency FAQ, Codeable blog, E2M and KrishaWeb white-label pages, read 2026-10-18. Vendor-published figures.
Shops commit to a review build, not to launch, because launch depends on the agency's feedback. The warranty clusters at 28 to 30 days and covers defects only. Nobody publishes a bug response time, so add one, and pair each standard with a remedy such as service credits or termination, as Sprintlaw recommends.
Starter wording. "The Partner will deliver a staging build within the working days in Schedule A, counted from a complete brief and all assets; the clock pauses while awaiting Agency input. For 30 days after Acceptance the Partner fixes defects free, acknowledging each within one working day and fixing severity-one defects within two. If a Schedule A date slips more than five working days for reasons within the Partner's control, the Agency may deduct 10% of the fee per further five working days, up to 30%."
The 10% and 30% are our suggestion, not a market figure.
Payment, kill fee and termination
Che IT Group recommends a deposit plus milestones, late fees and 30 days' notice; Geeks for Growth gives 14 to 30 days as the common range. UpCounsel says the agreement should state whether a kill fee is paid when the end client cancels, and most do not. Sprintlaw lists paying the supplier before the client has paid as an agency mistake, which is why partners resist pay-when-paid. We are a partner and do not accept it; the compromise is a deposit funded from the client's deposit and milestones that track the client's schedule.
Starter wording. "The Agency pays 40% on signature, 30% on the staging build and 30% on Acceptance, each due in 14 days, with 1.5% a month on overdue sums. If the Agency cancels before Acceptance other than for the Partner's breach, it pays for milestones reached plus 50% of the milestone in progress, and the Partner delivers the work as it stands within five working days of payment, IP assigning on payment. Either party may end the agreement on 30 days' notice; started projects complete or are cancelled under this clause, and within ten working days the Partner transfers any Sites it holds and deletes confidential information."
The 40/30/30 split and the 50% are starting points. Month-to-month plans from E2M and KrishaWeb carry no cancellation fee, one argument for a retainer when the pipeline is steady.
NDA, non-solicitation and the liability cap
| Clause | Range in published guidance | Limits and carve-outs |
|---|---|---|
| Confidentiality | Two to five years after the project (Che IT Group, 2026) | Public information; disclosure required by law |
| Non-solicitation of clients | Clients and leads met through the agency (Sprintlaw, 2026) | Not the partner's whole market |
| Non-solicitation of staff | One to two years after the project (Che IT Group, 2026) | Mutual; general job adverts excluded |
| Liability cap | Fees paid over a stated period (Sprintlaw, 2026) | Exclude confidentiality, IP infringement, privacy breaches, fraud, wilful misconduct, unpaid fees and non-solicitation |
Source: Che IT Group, 2026-06-24; Sprintlaw, 2026-10-15
Sprintlaw's warning on the cap deserves a second read: a cap at the partner's fee leaves the agency exposed when the client account dwarfs it. A $6,000 Webflow build for a client worth $120,000 a year to the agency is the normal case. Use a multiple of fees for ordinary breaches and higher caps for the carve-outs.
Starter wording. "For the term and 18 months after it, neither party will solicit for employment anyone who worked on a project under this agreement, and the Partner will not solicit or accept work from any Client introduced under it except through the Agency. Each party's liability is limited to twice the fees paid in the preceding twelve months, except for breach of confidentiality, non-solicitation or data processing, IP infringement or fraud, which are capped at [agreed figure]."
Data processing when the end client has EU users
A Webflow site collects personal data the moment it has a form. GDPR Article 28(3) requires the controller-processor contract to state the subject matter, duration, nature and purpose of processing, the data types and data subjects, and eight processor obligations, among them documented instructions only, confidentiality, Article 32 security, deletion or return, and audits. Article 28(2) requires prior written authorisation for sub-processors. Article 33(2) requires the processor to notify the controller "without undue delay", because the controller has 72 hours under Article 33(1). Webflow's Data Processing Addendum, effective 15 November 2023, already makes Webflow the processor and the customer the controller and incorporates the EU Standard Contractual Clauses.
Starter wording. "Where the Partner processes personal data for the Agency or the Client it acts as processor and will: act only on documented instructions; keep the data confidential and secure; engage no sub-processor without prior written consent, Webflow being consented to on signature; assist with data subject requests; notify the Agency of any personal data breach within 24 hours of becoming aware of it; and delete or return all personal data within 30 days of the project's end."
Twenty-four hours is tighter than the law on purpose, so the agency keeps time inside its own 72. Form submissions transfer with a Webflow site while notification settings reset, so check the inbox after every transfer.
What to leave out
- Exclusivity. UpCounsel notes it can stop a vendor serving other resellers in a territory. For a Webflow partner that is a request to stop trading; non-solicitation protects what you care about.
- Broad non-competes. Geeks for Growth and Sprintlaw both say restraints should be narrow and reasonable.
- Outcome guarantees. Sprintlaw lists promising outcomes the supplier never agreed to as a common mistake. Put speed and accessibility targets in the acceptance criteria instead.
- Your client contract, pasted in. Sprintlaw asks for back-to-back alignment clause by clause. Pasting hands the partner obligations it cannot meet and a right to walk.
What this means for the agency signing it
The contract that protects a white-label Webflow relationship is shorter than most templates and more specific: it names the Workspaces, ties IP assignment to final payment, bans client instructions as well as contact, commits to a review-build date and a 30-day defect window, prices cancellation in advance and treats data processing as a chain. We sign these agreements from the partner side, including the one behind 20 or more Webflow sites for Web Tonic in twelve months, and the clauses above are ones we would accept as written. Our white-label service page explains how we scope the first project.
