UK: When Your Website Doesn’t Belong To You

Picture the scene. You ask an independent consultancy to design your new website, including special software. You pay for it.

A couple of years later, you decide to re-design the website yourself. The independent consultancy tells you that you are infringing its copyright in the software.

What do they mean, you’ve paid for it, how can you be infringing anything?

Generally, where an in-house employee of a company designs a website or a computer program and this falls within the person’s job description, the copyright belongs to the employer.

However, if a self-employed worker has been engaged to write a computer program and there was no licence agreement saying otherwise, that person will own the copyright. The same goes for outside software consultancies and design companies.

Under limited circumstances a company wishing to develop new software compatible with the existing commissioned software is entitled to decompile it in order to ascertain how this is possible.

However, without any specific agreement, a company’s rights may be limited. The company will, of course, be able to use the software and, in general, in the absence of any agreement to the contrary, it should also be able to correct errors. But, the position on making improvements is less clear.

Companies buying off-the shelf software such as from Microsoft, Adobe and Apple will usually find explicit terms in their licence agreements to the effect that it may not be modified in any way. Indeed, these licence agreements are usually comprehensive.

Companies paying for bespoke software will often wish to modify the software at some point in the future.

The task of trying to unravel what was agreed between parties some time after the work has been done can be easily avoided if companies discuss the intellectual property rights implications up-front with their software developers and put a detailed licence agreement in place. Every case will of course turn on the facts and value for money will mean nothing at the end of the day if you haven’t ensured the program you’ve paid for is really yours.

The material contained in this article is of the nature of general comment only and does not give advice on any particular matter. Readers should not act on the basis of the information in this article without taking appropriate professional advice upon their own particular circumstances.