Who owns the code? Intellectual property in software projects explained

Intellectual property is the part of a software contract most people skip, and the part that matters most if the relationship with your developer ever ends. Here is what the law says by default, what you should ask for, and what a fair arrangement looks like.

The default position

Under UK copyright law, the person who writes software owns the copyright in it. If they are an employee, their employer owns it. Paying someone to write software does not, by itself, transfer ownership to you. It gives you an implied right to use the software for the purpose it was made, and not much more.

That surprises most business owners, and it means the contract has to say something explicit if you want to own what you paid for.

What you should own

The custom work. Everything written specifically for your project: the application code, the database design, the custom modules, the designs, the documentation. This should be assigned to you, in writing, on payment.

Your data. Always yours. The contract should say so and say how you get it back.

Your brand and content. Logos, copy, images you provided or paid for.

What the developer keeps

Their reusable tools. Frameworks, libraries and utilities they built before your project and use across clients. It is reasonable for them to keep ownership and grant you a perpetual licence to use them as part of your system.

Their general know-how. Techniques and approaches learned on your project are not yours, and a contract cannot really make them so.

What belongs to neither of you

Open-source components. Modern software is built on open-source libraries, from web frameworks to database drivers, and a system like Odoo is itself open source. These belong to their authors and are used under licences that have conditions. A good developer will give you a list of the open-source components used and their licences, so you know what obligations come with them.

Platforms. If your system is built on Shopify or Odoo Online, you own your customisations and data, not the platform.

What to ask for in the contract

1. An assignment of intellectual property in the custom deliverables to you, effective on payment.
2. A perpetual, irrevocable licence to any of the developer's pre-existing material included in the system.
3. A statement that your data is yours and will be returned or deleted on request.
4. A list of open-source components and their licences.
5. Delivery of the source code, database schema, documentation and all credentials (hosting, domains, third-party services) at handover and on request.
6. No restriction on you engaging another developer to maintain the system.

If a developer resists point one, ask why. Some agencies license rather than assign so that they can reuse work across clients, which is a legitimate business model, but you should know that going in and it should be reflected in the price.

Handover in practice

Ownership is meaningless without possession. At the end of the project, and ideally on a rolling basis, you should have:

• The source code in a repository you control (GitHub, GitLab or similar), not just on the developer's laptop.
• Documentation of how it is built, deployed and configured.
• Administrator access to hosting, domains, email services, payment gateways and any other service the system depends on, in accounts registered to your business.
• A record of open-source components and licences.

We include all of this as standard because it is what we would want if we were the client. See our guide to choosing a software company for the other questions worth asking.

A note on ERP customisations

If you have Odoo customised, the custom modules are yours under the same principles, and Odoo's own licence conditions apply to the platform. Ask your implementer for the module source code and keep it; you will need it for version upgrades.

This article is general information, not legal advice. For a specific contract, have a solicitor review it. What we can promise is that our contracts assign the custom work to you and hand over everything listed above. Read about our custom software service or request a quote.

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