Who owns your app's code? It isn't always you

What the law says

Computer code is protected by copyright in the UK as a literary work. Section 11 of the Copyright, Designs and Patents Act 1988 says the author of a work is the first owner of the copyright. The main exception is employees: if your own staff write code as part of their job, you as the employer own it, unless you've agreed otherwise.

An outside developer or agency isn't your employee. GOV.UK's guidance is clear: when you commission someone to create a copyright work, the first owner is the person or organisation that created it, "not you the commissioner, unless you otherwise agree it in writing".

And it has to be in writing. Under section 90 of the same Act, an assignment of copyright "is not effective unless it is in writing signed by or on behalf of the assignor". A handshake or an email saying "it's yours" may not be enough.

Why it matters

If you don't own the code, you may find that:

• you can't move it to another developer without permission,
• you can't change or extend it yourself,
• the developer could reuse or resell what you paid for.

Many developers will be perfectly reasonable. But you don't want to rely on goodwill if the relationship ends or the business closes.

What to look for in the contract

1. An assignment clause. The copyright in the code written for you is assigned (transferred) to you, usually once you've paid in full.
2. A licence for reusable parts. Most developers reuse their own building blocks across projects. That's normal and keeps costs down. They'll keep owning those, so you need a permanent licence to use them as part of your app.
3. Third-party and open-source parts. Most apps include libraries written by others under their own licences. Ask for a list, so you know what's in there.
4. Handover. You get the source code and the logins for hosting, domain and any services, not just access to the live site.
5. Accounts in your name. Ideally the domain and hosting are registered to your organisation from day one.

A worked example

A made-up example. A charity pays a freelancer £3,000 for a volunteer rota app. There's a quote and an invoice, but no contract. Two years later the freelancer stops working, and the charity wants another developer to add a feature.

Without a signed assignment, the freelancer most likely still owns the copyright. The charity would need to find them and get written permission, or an assignment, before anyone else can safely change the code. With a two-line clause in the original agreement, there'd be nothing to sort out.

Checklist before you start

• Is there a written, signed contract?
• Does it assign the copyright in the custom code to you?
• Does it give you a licence to any reusable parts?
• Does it say you'll get the code and all logins at handover?

Our own position is set out in our terms of business.

Sources

• Copyright, Designs and Patents Act 1988, s.11
• Copyright, Designs and Patents Act 1988, s.90
• GOV.UK: ownership of copyright works

Related

• Our terms of business
• How we work
• MVP development

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