Let's assume that my client (C) has a corporate website, created by an agency (A). A created a pretty simple, yet well designed website which uses plain HTML and no backend to edit any of the data. C has to issue (and of course pay) A every time they want any changes to their website which has become pretty expensive. Now C asks Me to write a dynamic module that integrates into the existing website. This module should be an event-planner that enables C to change at least that part of the website on his own.

I am a little bit worried whether it is ok for me to simply take some of A's graphics and HTML/CSS to use on my project (since I need the new module to be a part of the website). Is there any legal stuff to be considered? Who's property is the already existing website? Can one make a general assumption at all or is this something that necessarily needs to be issued in a contract?

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    We can't possibly answer this without knowing the exact terms of the contract or agreement between your client and A. Even then, we are not lawyers, so we can't really answer it properly in any event. – Rein Henrichs Jun 7 '11 at 7:02

This is really a question for client C. They should know what the terms of their contract with agency A were.

Having said that, I would be beyond astonished if their contract did not state that they (client C) owned the copyright on the graphics, HTML and CSS that agency A produced for them.

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  • Yeah, this was also my first gut instinct. Unfortunately the company structures at C are currently pretty mixed up since they re-structured the whole company recently. So right now no one really feels responsible for any actions done in the past. But I guess I'll just insist to see some legal agreement if they want me to do the work. – Ham Vocke Jun 7 '11 at 6:42
  • Prepare to be beyond astonished then. What you think should happen is in many places not the default. Furthermore trying to make it so may backfire, see epiclaw.net/2011/01/10/… for a good example. Consult with a lawyer. – btilly Jun 7 '11 at 8:19
  • @btilly: mmm, I'm not sure that that link is relevant. I don't think the OP is talking about independent contractors here, he's talking about one company engaging another company to build something for them. I can't imagine labour laws would get involved. – Carson63000 Jun 7 '11 at 22:38
  • It may or may not be applicable to their case. My point is that it such clauses can backfire, and so may be omitted for that reason. – btilly Jun 8 '11 at 1:23

In the UK, by default, IP (intellectual property) stays with the developer, unless it is signed over to the client in a contract.

That means if you're a developer being paid by a client to do work, they do not own the rights to the code you're written, or anything you've produced: you're selling them a license to use it.

Many contracts will cover this though and say the IP is signed over to the client. It depends on the contract but by default, in the UK, A would still own the rights to it, not C.

(Yes, that does mean if a client pays you £100k for a system, you could go on and sell it to someone else too: that's why contracts usually cover that)

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