technicality of ownership and rights

[firehawk]

i had a client whom i worked with before. they were great, well the couple of people i was working with. never met the MD.

so then recently, they wanted me in again which was great. I did some development work for them and was told to take on several roles as they are revamping the business. they do not know how to manage times properly, how to operate a business etc... and I am/was the only IT guy there.

anyway, the MD seemed nice at first but she really made an offensive comment/approach against me for trying to do the right thing and prevented me from doing the jobs i were told to do and she just wouldnt listen - so i just had to listen to the silly comments she made.

after that day, i just decided to leave because i was being prevented from doing my job but also, as there was no work at all that week, i was just litrally twiddling my thumbs and billed them for it.

anyway to the point:

whilst I have ownership/rights of this website i had developed, they want to make changes to it. they say its better if they had the "files" and for someone else to do it (amazing how they get rid of me and get someone less than junior in to save costs and get away with offensive comments, isnt it??) as it doesnt make sense for them to request me to make changes because i am not there.

I am somewhat hesitant on giving them the files. some businesses need to be taught a lesson but anyway....

given this chance, do I have a right to "sell" the website with source to them or do i just have to give them everything on request? I'm trying to make a few $$$ if at all possible at this chance.

thank-you kindly!

[OwlHoot]

Two immediate thoughts: What was in the contract? And if have to give them the source, perhaps you could run any PHP or scripts through an obfuscator and leave them the "disguised" versions.

[SupremeSpod]

Another thought, I hope ffs you ran any text through a spell-check before you posted it on your website.

[jmo21]

I would have thought in most cases, any code you produce for them becomes their property, that has ALWAYS been the case in any contract I've had (as permie or contractor), but as OwlHoot says, it'll be down to what is in your contract.

[chef]

if it's not in the contract that they own your work then sell them the ownership of the files?

[firehawk]

thanks folks.
there was only a verbal contract (I asked for written, she said would do it but never did because she was always busy and trying to save money etc...)

verbal contract was as and when there is work, she will get me to do it and only wants me to do it. nothing else about code or anything (they arent technically minded)

so really, I own the ownership

oh, they just emailed me asking me for the files again and I said it will come at a cost as I own the files and the rights to it and in order for me to transfer it, which i am happy to do, it will come at a cost and to stay tuned!

so folks here, who have some legal knowledge - do I have a right to demand the payment for the transfer of ownership/rights of files? There was no contract or an agreement otherwise about the fact that anything I do is owned by them.

[chef]

If you can/do sell it to them, ensure you get them to sign a waiver that once they take ownership no responsibility can be held against you for any consequences the software might have on their system, users machines etc. etc. BEFORE you hand it over.

I am not a lawyer just spouting what I see as common sense

[firehawk]

thanks. indeed, this is what I was planning to do. And thanks for this, this is what I need.

I actually just asked on uk legal experts and the response was that if there is no trace of files being used on their system then I own the right of the files and everything

however, if it was developed on their systems then they own the rights to those files, regardless if I have a copy of them or not.

but thanks to IR35 to some respect, it requires us to use our own equipment when working on client sites/contracts. so, I used my own equipment and resources to develop the stuff on....therefore, I fully own the rights and onwership of the files.

[doodab]

You might want to look into copyright law.

P-01: UK Copyright Law fact sheet

Basically, unless there is an agreement (i.e. contract) that says otherwise then as an independent contractor you own the copyright on things you create. It's a bit of a grey area though as if they created copy, supplied images and logos etc then they probably own the copyright for those parts.

Of course, they likely have the "files" they want anyway as it's awfully difficult to serve web pages without them. The real question here is have you agreed to them publishing the files and copying and adapting them. If not, you can try and enforce your copyright, although you might have a job on your hands.

[chef]

although you might have a job on your hands.

you said "job"