Source Code Ownership - Advice Needed

suarve

suarve

suarve

Soldato
Joined
8 Oct 2005
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4,184
Location
Midlands, UK
Hi,

Just wanna know what people's opinions on this are, as I've never come across this.

Have just finished an ecommerce website for a client. They basically don't want to pay for extra features to be added to their site, as they believe this was included in the original cost (even though it wasn't - we both have a huge document saying what the site will do, won't do, was included etc.) they want things like twitter feeds and extra payment gateways adding in which I would charge any normal client a nourly rate for.

The huge document isn't a contract, it's simply a detailed list of deliverables - no where does it mention me handing source code over (she wants the photoshop source files to the design aswell).

Anyway, to cut a long story short they think I'm charging them twice - if they were very quick updates I'd probably just do it to keep the peace, but adding in extra features and functionality takes time.

They apparently have a 'programmer friend' who they want to use to keep costs down - s today the client has requested their ftp/db details.

Now, apart from the huge security risk this brings, the possibility she could bugger up her whole site, the fact her myterious friend could totally mess up the site (thus reflecting badly on ourselves) where do I stand. Also the site is totally bespoke and uses no system like magneto or similar.

Have also just had a quick read of tsohosts (the company the site is hosted with) terms and conditions. We have a number of sites hosted here all under one clustered hosting account. There's nothing to say this 'friend' (who I have no knowledge of) couldn't break tsohosts terms, leading to us getting our whole account closed/suspended - not good. This is the most worrying bit, as we have quite a few sites hosted with tsohost.

Would like to know people's opinions on this as it's the first time I've really come across a situation like this.

Another thing which seems odd is that she has just emailed me asking the following (esp. considering her friend is a programmer):


  • She wants the database login details (surely any programmer would look in my database class or some type of database include on each page)
  • She wants me to restore access to all folders - I've used mod rewrite to generate seo friendlt urls and disbaled directory indexes on certain folders for security - surely a programmer would know this.

Have been doijng a little reading and it appears that as no formal contract was signed and the site bespoke, we are granting a license for the client to use our software. The client can buy rights to the source though and/or we could approve all scripts/changes to the site.

Thanks
 
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I think this is relative. If your code is significant in terms of originality then DO NOT SHARE IT. If it's a typically simple e-commerce site then you may as well. Just say you want a reasonable fee for releasing it (and I mean reasonable here so 1/10th of the project cost say) , to be honest I'd always offer the code involved in creating a site for free, as to me it seems wrong not too.
 
That's one of the otehr things. This is quite a big site that has been in development over a number of months - as the client had some very very specific requirements for quite a niche product, everything is bespoke.
 
Ideally you would have probably setup a very restricted database account for the website to use, so I think they're probably correct in requesting one with high permissions if they want to make changes to it.

I recently sent a copy of one of our sites off to someone as they wanted to clone it to build a site for another one of the group's companies. The version which came back was awful; they'd broken my XHTML strict validity and had put tables all of the markup, even to link to a PDF download :eek:, not to mention they broke the MVC pattern for it.

Is your source version controlled (subversion etc)? It might be a good time to start if it's not, this way you can more easily compare what they've modified to your original version incase they break it - just manually check their changes in if you have to under a username for them.
 
The code isn't version controlled unfortunately - as I really didn't think other would be viewing it. Don't get me wrong, I have no problem handing it over if In have to. However, some of the features and (imo of course) overly complicated shipping rules they had were a total pain in ass to do - so in this respect are high in terms of originality.

I still don't like the idea of giving someone who I don't know or trust (the client's friend) access to a hosting account - even though its only ftp they could still in theory break the terms and totally bugger up our whole hosting account - seems like an unecessary risk to be taking.

I have been getting ficticious quotes from a few of the bigger web companies - where i asked about source code. Only was willing to hand the whole thing over after completion and payment - but did specify that I would have to host the site elsewhere if i wanted to make changes to the source code myself as they have a very strict inhouse script security policy (they did offer to vet any changes I made for £65 per hour though :) ).

Tbh, if I had read that last week I would laugh, but can understand why they are being a bit tight fisted now.
 
This is a very shady area of law and my first thoughts would be that if you didn't sign a contract to say you would license her the use of your of software product then you probably fall under the umbrella of being employed by them as a contractor and as such all work you produce is owned by them.

Without a formalisation of your relationship it's a very ropey area and it could be argued either way. It's probably less in your favour if you used, customised or developed additional modules for an open source CMS or alike.

I know when I've done contract work in the past, I've always left them with the source.

The way I see it is, is it worth the bad word of mouth? Is someone else likely to completely **** it up then you can charge them to fix it?
 
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If whats included is documented and they agreed to that initially and have paid for it i guess you could argue there was an informal/verbal contract which they agreed to as they were willing for the design to go ahead and pay for it.

I don't really know much about contractual law but it maybe worth reading up on it for future reference or having some contract you get mayor clients to sign agreeing to what they are paying for then its legally binding. You then know for sure they know where they stand in future.

As its your Intellectual Property and they are just buying the rights to use it off you, just like any other software surely you don't have to give them the source for free, same with any extras not in your spec. Sounds like they are trying to screw you over. Also if they want to hire another coder and use your hosting then you may be better off getting them to set up their own package to host it as you don't want to allow a third party access to your own hosting.
 
yes, that's a good point about word of mouth - but it's not like I'm being anal for the sake of it.

I've just come across a possibly other valid point. If you have used custom libraries then you can request a settle before this handing this over (if at all). In my case I used several classes I've developed myself over a a couple of years.


_TubbZ_ said:
If whats included is documented and they agreed to that initially and have paid for it i guess you could argue there was an informal/verbal contract which they agreed to as they were willing for the design to go ahead and pay for it.....................

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Click to expand...

I don't they're trying to screw us over, from the off they set a solid figure for their website budget and told me they can't spend a penny more.

This was all fine (and is very common tbh), but it's when they started to ask for extra features that it started to get messy. To help them out initially I even added a couple of small features not listed on the original brief as they had apparently 'forgot to mention this'. The next time they called up asking for additional features I had no choice but to say we'll charge them by the hour for these updates (again, doing them a favour as it worked out slightly cheaper for client).

In this respect I've definately leant my lesson about doing such favours. from now on I'll be sticking exactly to what was discussed and doing no more or less. It's kind of sad things have to be this way, but when you get the odd bad client it's easier in the long run.
 
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I guess screwing you over is a bit harsh, maybe trying to get more for their money which from their point of view is understandable as its cheaper for them. But really eats into your profit.
 
Regarding the request for the Photoshop PSDs: as far as I can tell, the contract was for you to produce a finished website, which you did. A website's functionality is not dependent upon the presence of the PSDs, therefore they should not be classed as deliverables, and therefore they have no right to expect to obtain them.

Analogy time: it's like buying an mp3 and expecting to have access to the original multitracks. No-one expects this.

This situation cropped up once at my last place of work; we'd delivered a promo e-mail and the client - probably not happy with our 'exorbitant' rates, and delighted to learn that there's a whole world of naive amateur designers who'll happily work for less than minimum wage - demanded the PSDs.

Our boss gave them the same sort of argument as above, but offered to sell the PSDs to them for a five-figure sum, to cover any and all future revenue loss generated by this handover. They suddenly realised that they didn't want the PSDs as much as they first thought ;)

So unless you've cocked up and explicitly mentioned PSDs on your list, tell them to go whistle or see if they'll stump up some major cash to compensate for future business loss :)
 
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I'm pretty sure you automatically own the source code as you are the creator. If you were an employee of said company, not a design firm or freelancer, then they would own it as you would be directly employed by them.

The only way they would own the source is if you declare it in the contract. (which tbh, a lot of decent firms do - I know we do.)

Edit: pretty sure I had read the above in .net magazine. I tossed out all my old copies last weekend though so I can't confirm.
 
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Hand it over, let this 'friend' break it, then when they ask you to fix it, charge them the hourly rate.
 
Have they paid for anything yet?

If they haven't paid, then you can't give them access. :o
 
This is the same the world over, you do the work, they dont pay you on time, they realise that they have mis specced the system and want to go back on it for no extra cost.

They dont seem to really understand logic or explanation and you just have to put your foot down. Tell them that you will release the site to them for a fee so that their chap can take a look. If he breaks it you will charge X amount to fix it.
 
Don't give them the code without being fully paid, I think that's the best action here.

Or else there is nothing stopping them from just taking parts of your code and never completing the payment?
 
Just to update you a few months on, this is ongoing :)

She says she needs the full source to do seo (even though her admin arae she can change meta tags, h1 tags, content, breadcrumb structure, keywords, page titles etc.) - she says the current seo isn't working. Sent her some examples of a very competitive phrase that got 90,500 searches last month too, where she is currently sitting in positon 12. Her site is ace for geographic keywords too, always being on page 1. I search for partocular products (some pretty vague too) and they always appear on page 1, 2 or 3. For the 5 months the site has been live 72% of all her traffic is coming from search engines - with ~4k hits each month - imo that's prett good and proves the current seo must be doing something. I wanted to do some more offiste stuff and adwords, but she literally doesn;t want to pay for anything.

I mentioned the whole source code ownership issue to her aswell and sais she could buy the full source code. She replied asking how much.

Now considoring the site cost circa £2400 in total, what do think would be a reasonable price. My mate who works at another web company reckons around 40-50 of the full price. Does this sound normal?

Thanks
 
suarve said:
Just to update you a few months on, this is ongoing :)

She says she needs the full source to do seo (even though her admin arae she can change meta tags, h1 tags, content, breadcrumb structure, keywords, page titles etc.) - she says the current seo isn't working. Sent her some examples of a very competitive phrase that got 90,500 searches last month too, where she is currently sitting in positon 12. Her site is ace for geographic keywords too, always being on page 1. I search for partocular products (some pretty vague too) and they always appear on page 1, 2 or 3. For the 5 months the site has been live 72% of all her traffic is coming from search engines - with ~4k hits each month - imo that's prett good and proves the current seo must be doing something. I wanted to do some more offiste stuff and adwords, but she literally doesn;t want to pay for anything.

I mentioned the whole source code ownership issue to her aswell and sais she could buy the full source code. She replied asking how much.

Now considoring the site cost circa £2400 in total, what do think would be a reasonable price. My mate who works at another web company reckons around 40-50 of the full price. Does this sound normal?

Thanks
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i'd say 40-50% is reasonable as it's all bespoke and sounds like you have done a lot of work, why not get paid to sell it? you could say you originally sold your services it at a reduced price as you believed you'd get a lot more work, but now as they want to "buy" the source code then you'll get paid correctly that way, if that makes sense.

i'd love to see the site, any chance you could link to google result with it in it so they don't see this thread?
 
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