Who owns bespoke software when someone builds it for you?

General information about how this normally works, not legal advice. For anything material, have your own solicitor look at the contract.

The default position

Software is protected by copyright, as a literary work, under the Copyright, Designs and Patents Act 1988. Copyright belongs first to its author — the person who wrote it.

When you commission software from an external developer or agency, that developer is the author. Unless copyright has been assigned to you, they own it and you have a licence to use it, whether or not anyone discussed the point. An assignment has to be in writing and signed by the party giving it up; an invoice marked paid does not do it.

Where nothing was agreed, the courts will generally imply the narrowest licence that makes the contract work — enough to use the software for the purpose it was commissioned for, and not necessarily enough to have somebody else modify it later. That is precisely the right you want to be sure of, and precisely the one an implied licence is least likely to hand you.

Employees are different

Work created by an employee in the course of their employment belongs to the employer by default, subject to any agreement otherwise. This is why the question rarely comes up for in-house teams and always should for contractors, agencies and freelancers — the default runs the other way.

It is worth checking how your supplier is structured, too. If the individual writing the code is a subcontractor rather than an employee of the company you are contracting with, the chain of ownership needs to hold at every link.

Ownership or licence?

Full assignment is not automatically the right answer, and insisting on it can cost you money. A developer who has built a component once and can reuse it will price differently from one signing away the right to ever use that pattern again.

A practical middle ground that suits most SME builds:

• You own the parts specific to your business: your configuration, your rules, your designs, and above all your data.
• You get a perpetual, irrevocable licence to use, modify and have modified the rest — that last phrase matters, because it is what lets someone else pick the work up.
• The developer keeps generic building blocks and know-how they brought with them or would otherwise rebuild for everyone.

What you must not accept quietly is a licence that ends when the relationship does, on software your business depends on to trade.

Five things to settle first

1. Ownership, in writing, before work starts. Retrofitting an assignment after a falling-out is expensive and sometimes impossible.
2. Source code access. Either you hold a copy in a repository you control, or it sits in escrow. Being told the code exists is not the same as being able to reach it.
3. Your data, exportable on demand. In a documented format, not a proprietary dump, and available on termination as a stated right.
4. Hosting and domains in your name. Accounts registered to your business, with your billing, even where the supplier administers them. Domains registered to a supplier are a common and entirely avoidable trap.
5. Documentation and handover. What another competent developer would need to take over: how it is deployed, what it depends on, where the secrets live.

Owning code is not enough

A folder of source code is not a working system. Owning it outright still leaves you needing somewhere to run it, credentials for the services it uses, a deployment process, and someone who can read it. Owning a car does not make you a mechanic.

So test continuity as a practical question rather than a legal one: if your supplier vanished tomorrow, what exactly would you hand the next developer, and how long would it take them to get the system running? If nobody can answer that in concrete terms, the contract clause is not doing the work you think it is.

How we handle it

We settle ownership in writing before a build starts, rather than leaving it to the default, and it forms part of the agreement rather than a conversation had later. Alongside it: your data stays yours and is exportable on request, and what we build runs on standard, widely used web technology rather than on anything you could only buy from us. Where we host and administer a system for you, who holds which account is written down rather than assumed.

We would rather you asked these questions of everyone you talk to, including us. A supplier who gets uncomfortable is telling you something useful. There is more on how a build runs in how we work, and on the money side in what bespoke software actually costs.