Key facts
- Under the Copyright, Designs and Patents Act 1988, work made by an employee in the course of employment belongs to the employer
- Work by an outside agency or freelancer stays with its author unless assigned
- An assignment of copyright must be in writing and signed by the person assigning it
- Open-source libraries stay under their own licences, which is normal and fine
- You also need the repository, hosting accounts, domains and API credentials
- dijitul clients own the code and data at the end of the project
The default position in UK law
Software code is protected by copyright as a literary work under the Copyright, Designs and Patents Act 1988. The first owner is the author, with one main exception: work created by an employee in the course of their employment belongs to the employer. Agencies, freelancers and contractors are not your employees. So unless the contract says otherwise, the code they write for you belongs to them, and you have, at best, an implied licence to use it for the purpose it was made.
To own it outright, you need an assignment. Section 90 of the Act requires an assignment of copyright to be in writing and signed by or on behalf of the person assigning it. A line in an email saying "you'll own it" is not enough.
This is general information, not legal advice. For contracts of real value, ask a solicitor to review the terms.
Assignment or licence?
- Assignment transfers ownership. You can modify, sell or relicense the code and hire anyone to maintain it.
- Exclusive licence gives you sole use, but the developer still owns it.
- Non-exclusive licence lets you use it while the developer reuses it for others. Common for platforms and products.
A fair contract often assigns the bespoke code to you while the developer keeps ownership of pre-existing tools and libraries they reuse across clients, giving you a perpetual, royalty-free licence to those. What matters is that you can keep running, changing and moving the system without permission.
Open-source components
Almost all modern software uses open-source frameworks and packages: Laravel, React, Vue, Node.js packages from npm, PHP packages from Composer. Nobody "owns" those for you, and that is fine. They come with licences (MIT, BSD, Apache 2.0, GPL and others). Permissive licences like MIT allow commercial use with attribution. Copyleft licences like the GPL have conditions if you distribute the software. Ask your developer for a list of licences used, especially if you plan to sell or distribute the product.
What to get at handover
- Access to the source code repository (GitHub, GitLab or Bitbucket) in your own organisation account, with full history.
- Ownership of the hosting account, domain names and DNS.
- Admin access to third-party services: Stripe, Xero app registrations, email sending, Microsoft Entra ID, Google Cloud.
- Database backups and a documented restore process.
- Deployment instructions, environment variable lists (not the secrets in plain text) and a README a new developer could follow.
- A list of open-source licences used.
If you are inheriting a project that went wrong, see our guide to rescuing a failed software project.
Clauses to look for in a development contract
When reviewing a contract or terms of business, look for these points. Having them clearly written saves arguments later:
- Assignment of intellectual property in the bespoke code, designs and documentation, effective on creation or on payment, signed by the supplier.
- Background IP licence: a perpetual, royalty-free, transferable licence to any of the supplier's pre-existing tools built into your system, so you can keep using and modifying it if you change supplier.
- Third-party and open-source components listed, with confirmation their licences allow your intended use.
- Repository access during the project, not only at the end, ideally in an account you own.
- Moral rights waiver from the individuals who wrote the code, where relevant.
- Data ownership: all data entered into the system belongs to you, with a commitment to return it in a usable format.
- Exit and handover: what the supplier will provide if the relationship ends, such as code, database exports, documentation and a handover session.
- Confidentiality covering your business information and your customers' data.
If the system is built on the supplier's own platform or product, you will usually get a licence rather than ownership. That can be fine, but understand the exit terms before you commit, including what happens if the supplier is sold or stops trading. An escrow arrangement can help in that situation.
When to talk to dijitul
dijitul's position is simple: you own the code and data you pay for, and you can take it elsewhere. If you are unsure whether you own your current system, or you need access recovered from a previous supplier, we can review what you have through a code audit. New projects start with a free chat and a fixed-price quote.
Frequently asked questions
Do I own the software I paid a developer to build?
Not automatically. Under UK law the author keeps copyright unless it is assigned in writing and signed. Employees' work belongs to the employer, but agencies and freelancers are not employees. Check your contract for an assignment clause. dijitul assigns ownership to its clients.
What happens if my developer won't hand over the code?
Check the contract first: if there is a written assignment, you own it and can insist. Without one, you may only have a licence to use it. Negotiation often works; otherwise take legal advice. Always keep the repository in an account you control.
Can a developer reuse my code for other clients?
If they still own the copyright, yes, unless the contract restricts it. If it was assigned to you, they cannot reuse your bespoke code, though they can reuse general know-how and their own pre-existing libraries.
Does using open-source software affect ownership?
You own the bespoke code written for you, while open-source components stay under their own licences. Permissive licences such as MIT allow commercial use. Copyleft licences such as the GPL have conditions if you distribute the software, so ask for a licence list.
Does dijitul give clients ownership of the code?
Yes. dijitul clients own the code and data at the end of the project, with access to the repository and hosting accounts. Every project starts with a free chat and a fixed-price quote.
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