Jump to content

Cre8asiteforums Internet Marketing
and Conversion Web Design


Photo

help! my website is being held hostage!


  • Please log in to reply
5 replies to this topic

#1 soojung

soojung

    New To Community

  • Members
  • 2 posts

Posted 23 June 2006 - 11:36 AM

Over a year ago, I hired a web designer to make a website for my business. The contract was for six months during which time the designer would create, maintain, and update the website. The website is completed, and the duration of my contract with the designer has also expired.

The website has been copyrighted to my business, however, the contract states that "Rights to photos, graphis, source code, work-up files, and computer programs are specificall not transferred to the client, and remain the property of their respective owners."

As time goes by and the market changes, there are some changes I would like to make to the website. However, the designer of the website (who is no longer contracted) will not give me the codes in order to make the necessary changes. She states that she will do it for an hourly fee. Basically, the only way I can change my own website is to keep paying her, even though she is lazy, inefficient, and I am no longer bound to her services by contract.

I don't know what to do. It seems like since the resulting website is copyrighted to my business, I should be able to modify it as I see fit without necessarily having to keep paying the original designer. Please help.

#2 Guest_joedolson_*

Guest_joedolson_*
  • Guests

Posted 23 June 2006 - 11:44 AM

In general, work for hire (which is what a website almost always is) should be fully the property of the website owner after the completion of the contract. However, the specific terms of the contract which you signed with your contractor will, inevitably, make a big difference.

The website has been copyrighted to my business, however, the contract states that "Rights to photos, graphis, source code, work-up files, and computer programs are specificall not transferred to the client, and remain the property of their respective owners."


I'm unclear in what sense you can own the copyright if you do not own the rights to, apparently, any part of the product. I also note that the specific phrase "remain the property of their respective owners" is rather questionable. That leads me to suspect that this designer may have used photos, graphics, source code, etc., which they did not actually own the rights to themselves - and therefore COULD not transfer any rights.

In my opinion, which, of course, may not hold up in a court of law, you have a fair argument that, as the copyright holder of the website, you have a legal right to make any modifications you choose by any means you choose. Whether it would be worth your time to attempt to pursue that legally is a different question - the designer may respond to nothing more than a letter from your lawyer - but if they choose to go to court with you it's not a guarantee that everything will come out your way.

I'd say that your first step should be to take your entire contract to your lawyer for some consultation. A lawyer in your particular legal jurisdiction could answer this question far better than anybody on this forum, I suspect - but I'll certainly offer you support in gaining access to what should be your property!

Good luck!

#3 Ruud

Ruud

    Hall of Fame

  • Hall Of Fame
  • 4887 posts

Posted 23 June 2006 - 12:00 PM

Ouch....

It seems like since the resulting website is copyrighted to my business, I should be able to modify it as I see fit without necessarily having to keep paying the original designer


That would make sense to have set it up that way, yes, but unfortunately you signed a contract which puts some restrictions on that idea.

Example: you write a book and ask me to illustrate it. The book is yours, the illustrations are mine. You can't do whatever you like with my illustrations.

Another example: you write a book, I print it. The book is yours but the printing process is mine.

If your site is a dynamic one (database with a scripting language) and the code that powers it is proprietary than the developer has every right to maintain her intellectual rights over that material.

It would be good to know what is "behind" your site though. If she used an open source scripts her rights are severely restricted. You have to have somebody take a look at the frontend or backend of your site to get an idea, possibly someone to go into the server and have a look-see.

Is your site hosted on your own account or on an account of hers? Ownership is 90% of the law.

On that note, it is very important when negotiating with a developer or going over a web development contract to see who owns what and what you are or aren't allowed to do with the code. Likewise it is important to see which third-party copyrights are involved, if any. This can happen when certain code is re-used; some of that code can come, for instance, with a copyright which allows you to resell your web application but if asked you have to give it away for free as well.

In my own contracts I stipulate whether or not third party copyrights may be in effect. By default I allow people to modify the source code (at their own risk) but such works may not be resold. Any part of the script which is encrypted, usually only my license management, may not be reversed engineered.

I believe such terms to be fair to both parties. As a result I have never faced the need to grow my business by locking customers in; instead every customer has referred others.

I'm unclear in what sense you can own the copyright if you do not own the rights to, apparently, any part of the product.


Uhuh: simply putting © on the web site doesn't help. However, as I pointed out above, the conceptual site may be his while the source code still is hers.

I also note that the specific phrase "remain the property of their respective owners" is rather questionable.


It's why I suspect that a look under the hood would reveal a resold open source project :) The delays in work suggested by the poster certainly point in the way of someone who knows how to do a template and resell a script -- but not how to make actual changes to the code.

#4 send2paul

send2paul

    Honored One Who Served Moderator Alumni

  • Hall Of Fame
  • 2908 posts

Posted 23 June 2006 - 01:33 PM

Hello soojung - and Welcome to the Cre8asite forums and community :)

Hopefully, Joe and Ruud will have given you quite a lot to think, ask, and check about in relation to your problem.

You may also want to have a look at some of the links in the Primer on Internet Law and Ethics. Please let us know how you get on.

Paul

p.s. if you want to, (once you've resolved your problems), come and say a few words about yourself in the Introduce Yourself forum, and maybe have chat in After Hours ?

#5 BillSlawski

BillSlawski

    Honored One Who Served Moderator Alumni

  • Hall Of Fame
  • 15644 posts

Posted 23 June 2006 - 06:00 PM

Hi soojung

Welcome to the forums.

One of the better articles I've seen on the issue of copyright and contracts when it comes to the design of a web site is this one:

Bulletproof Web Design Contracts

The author of the article explores the area that you are asking about, and explains why someone might include a clause in their contract like the one you want to know more of, including the work to hire issues that Joe raises, and the ownership over development and code that Ruud writes on.

It does discuss this topic from the perspective of the web developer instead of the site owner, but I think that it will give you some perspective, and some ideas.

Ideally the issue of copyright and ownership of part of the site isn't there to keep a client or a former client from making changes to their web site, but instead to keep them from taking customized code or work, and duplicating it on a large scale, and reselling it.

Your best option is likely to talk to a lawyer who has some experience in this type of issue, within your jurisdiction, and see what steps you can take. Normally, an initial consultation with a lawyer is inexpensive - because that's the point where they spell out some potential options that you could follow, and what your cost might be in them taking any of those options.

There may be some third party owners of rights to things like pictures - for instance, if an image was taken from one of the image libraries on the web, and the right to use it was for the limited purpose of having it on the web site, then it probably couldn't be copied and put on the front page of a book by the owner of the web site. Defining some of those rights may be tough, but necessary.

#6 soojung

soojung

    New To Community

  • Members
  • 2 posts

Posted 27 June 2006 - 09:00 AM

Thank you to everyone who replied to my original post. I am brand new to Cre8asite Forums and have been absolutely impressed with the altruistic community here.

Thanks to the insight you all have provided for me, I am able to consider alternative routes of resolution that had not come to my attention before. Certainly, the dispute is far from being resolved, but I feel as though I understand more of the legal background of the matter.

I truly appreciate your help. In the mean time, if anyone has additional advice, please keep posting. Thanks again.



RSS Feed

0 user(s) are reading this topic

0 members, 0 guests, 0 anonymous users