What should a Kuwait company check before signing a custom software development contract?

A custom software contract in Kuwait should answer five questions in writing before you sign: what exactly will be delivered and how you will accept it, what you pay at each stage, who owns the code and the accounts, what happens after launch, and how a dispute is settled.

This is a technical guide from a software team, not legal advice. Kuwaiti law is quoted from the texts listed in the sources at the end, which we last checked on 15 October 2026. Have a Kuwaiti lawyer review the contract before you sign it.

The checklist at a glance

Scope and acceptance criteria

A clear scope names every screen or page template, user role, feature, integration, language and platform (web, iOS, Android, admin panel). It also lists what is not included, such as content writing, translation, photography or third-party subscription fees. Attach the scope and designs to the contract as an annex, not just an email thread.

Acceptance criteria say how you will decide that a deliverable is finished. Useful criteria are testable: "a customer can pay with KNET and receives an order confirmation in Arabic and English" can be checked; "a modern checkout" cannot. Agree how long you have to test each delivery, how you report defects and how many review rounds are included.

The Civil Code defines a contract for work (muqawala) as one in which one party performs work for the other in return for payment, without being their employee or agent (Article 661). Under Article 672, once the contractor finishes the work, puts it at the client's disposal and notifies them, the client must take delivery as normal practice requires, and refusing without a legitimate reason counts as taking delivery. Under Article 675, after delivery the contractor is no longer liable for visible defects, and hidden defects must be reported to the contractor promptly. Ask your lawyer how these articles apply to your contract.

Milestones and payments tied to deliverables

Tie each payment to something you can see and test, not only to dates.

The split is a business decision. Article 676 of the Civil Code makes payment due on delivery of the work, unless the agreement or custom says otherwise, so a milestone schedule should be written out. Article 677 lets a contractor be paid for distinct parts of the work after they are inspected and accepted, and presumes that work you have paid for was inspected and accepted unless the payment was made on account. If a payment is an advance and not an approval, say so in the contract.

Check any late-delivery penalty too. Where the obligation is not a payment of money, the Civil Code lets the parties agree the compensation in advance (Article 302). Under Article 303 it is not due if the debtor proves the creditor suffered no harm, a court can reduce it if it was grossly excessive or the obligation was partly performed, and any agreement to the contrary is void.

Who owns the code, designs and content

Paying for software does not by itself make you its owner. Kuwait's Copyright Law (Law No. 75 of 2019) protects computer software in any language or form (Article 3). Article 27 says that when a work is created for another person, the rights belong to the author who created it, unless otherwise agreed in writing. Article 11 requires any disposal of the author's rights to be in writing and to state expressly and in detail each right being transferred, with its extent, purpose, duration and place. Moral rights, such as the right to be named as the author, cannot be given up (Article 6).

In practice, the contract should:

• Transfer the economic rights in the custom code, designs, database structure and content to your company, listing each right (copying, modifying, distributing, publishing) with its territory and duration.
• Say when the transfer happens, for example on final payment.
• List components the developer keeps, such as internal libraries, with a permanent licence for you to use them.
• List open-source components and their licences.
• Require delivery of the full source code, not only the compiled app or live site.

Accounts: domain, hosting, app stores and payments

Owning the code is not enough if someone else holds the accounts. Open these in your company's name and add the developer as a team member.

According to Apple, an organization enrolling in the Apple Developer Program must be a legal entity that can enter into contracts with Apple and must have a D-U-N-S Number, and its name is displayed as the seller of its apps. The person who enrolls becomes the Account Holder and must have the legal authority to bind the organization. Apple lists the fee as 99 USD per membership year. Google Play also requires a D-U-N-S number for an organization account and recommends that account type for businesses.

For card payments, the merchant contract is between your company and the bank or gateway. In Commercial Bank of Kuwait's KNET hosted payment gateway agreement, for example, the merchant signs with the bank and payments are posted to the merchant's own account. A developer integrates the gateway; they should not be the merchant of record for your sales.

Warranty and bug fixes after launch

Agree a warranty period after launch during which defects are fixed at no cost. Define a defect (the software does not behave as the accepted scope says) and what is not one (new features, third-party changes). Set fix times by severity.

The Civil Code also gives the client a remedy during the work. Under Article 667, if the work is being carried out defectively or against the contract, the client can give the contractor notice to correct it within a reasonable period. If that does not happen, the client can ask for the contract to be rescinded, or for permission to have another contractor finish the work at the first contractor's expense where the nature of the work allows.

Maintenance and support levels

Maintenance is usually a separate agreement from the build. A useful maintenance agreement or service level agreement (SLA) states:

• What is covered: security and library updates, app store compliance updates, backups and monitoring.
• Response and resolution times by severity, and support hours.
• What is excluded and how extra work is billed.
• The fee, how it can change, the term and how either side can end it.

Change requests

The contract should say how a change is requested, how its effect on cost and time is estimated, and that no change is billed until you approve it in writing. Keep a change log both sides sign off.

Data protection and where data is hosted

The contract should say who can access customer data, where it is hosted, how it is secured, and that it is returned or deleted at the end.

According to GLA & Company's Kuwait chapter in the Chambers Data Protection & Privacy 2026 guide (updated 10 March 2026), Kuwait does not have a single, state-wide data protection statute. The Electronic Transactions Law (No. 20 of 2014) acts as a general baseline, and CITRA's Data Privacy Protection Regulation now applies only to CITRA-licensed telecom and internet providers. The same guide says private entities typically do not need regulatory approval for international data transfers unless the data involves state or government-related information. See our guide to Kuwait data residency and cloud rules. If you sell online, also read our digital commerce law checklist for websites and apps.

Confidentiality

A confidentiality clause should cover your business plans, customer data, credentials and pricing, and continue after the contract ends. A short non-disclosure agreement (NDA) can cover the proposal stage before signing.

Ending the contract and handover

The contract should say how either side can end it, what notice is needed, what you pay for work already done, and what you receive: source code, design files, a database export, credentials, documentation and a handover session.

Under Article 688 of the Civil Code, the client can end the contract and stop the work at any time before completion, but must compensate the contractor for expenses, work done and what the contractor could have earned by finishing; a court can reduce the lost-earnings part where that is fair. Under Article 680, neither party can assign the contract without the other's consent, unless the contract says otherwise. Under Article 681, a contractor can subcontract unless the contract prohibits it or the contractor's personal skills were the reason for the contract, and remains responsible for the subcontractor's work. Our comparisons of a software agency and a freelancer and a local agency and an offshore developer look at how continuity and handover differ by provider type.

Governing law and disputes in Kuwait

Name the governing law (usually Kuwaiti law for a Kuwaiti company) and how disputes are resolved: Kuwaiti courts or arbitration.

If you choose arbitration, Al Tamimi & Company's Kuwait chapter in the Legal 500 guide notes that an arbitration agreement has to be in writing, that the Kuwait Chamber of Commerce and Industry provides institutional arbitration through the Kuwait Commercial Arbitration Centre, and that Kuwait is a party to the New York Convention on the recognition and enforcement of foreign arbitral awards. It advises that the clause clearly specify the seat, governing law, language and institutional rules.

Arabic or English: which version governs

Writing for the International Bar Association in January 2024, a lawyer at GLA & Company noted that Arabic is the ultimate binding language between the parties where disputes are heard before the Kuwaiti courts. If you sign a bilingual contract, check that both versions say the same thing and add a clause stating which version prevails.

Before you sign

1. Attach scope, designs and acceptance criteria as annexes.
2. Tie every payment to an accepted deliverable.
3. Get a written IP transfer listing each right.
4. Put every account in your company's name.
5. Agree warranty, maintenance and change process.
6. Have a Kuwaiti lawyer review the final contract.

For budget ranges, see our guides to website development cost in Kuwait and mobile app development cost in Kuwait.

How Rukn handles this

We put the scope, milestones and deliverables in writing before a project starts. Our custom website and web application development service starts from KD 799, and mobile apps start from KD 1,999. The final quote depends on scope.