Copyright
and
Licence
For the purposes of any Agreement:
“Works” means all materials, designs, structures, code, scripts, documentation, specifications, methods, models, and other outputs created by us over the course of the assignment, whether in draft or final form.
Any Works are developed specifically in response to your business context and requirements. The scope and nature of the Works may be determined through a formal process of discovery, informal conversations or instructions, by reference to a written brief or functional requirements, or by any combination of these.
Ownership
All copyright and related intellectual property rights in the Works shall remain vested in us in accordance with the Copyright, Designs and Patents Act 1988.
We assert our right to be identified as the author of the Works, unless otherwise agreed in writing.
No assignment of copyright is implied or shall arise by virtue of any Agreement.
Nothing in any Agreement shall restrict us from using, developing, or re-using any general skills, knowledge, techniques, methods, or experience acquired during the course of the assignment, provided that such use does not involve the disclosure or use of the Customer’s confidential information (as governed by separate agreement).
tl;dr
We retain ownership of all copyright and intellectual property in the work we create for you
Licence for the Works
Subject to full and final payment of all fees due, upon completion of the assignment we grant you a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Works (in whole or in part) solely for the purposes of your internal business operations.
This licence does not include the right to sublicense, assign, sell, distribute, or otherwise make the Works available to any third party, except as expressly permitted under this Agreement.
You may enter into a separate support or maintenance agreement with us in respect of future updates, improvements, or enhancements to the Works.
tl;dr
You get free licence to use any thing we create once you have paid for it.
Retained copies
We may retain a single archival copy of the Works as delivered at the conclusion of the assignment, solely for the purposes of record-keeping, reference, and verification of the Works as originally supplied.
Any modifications, integrations, or adaptations of the Works carried out by third parties or by the Customer without our involvement shall be the responsibility of those parties, and we shall not be liable for any resulting malfunction, incompatibility, or loss of functionality.
In the event of a dispute as to the cause of any defect or failure, the retained reference copy may be used as evidence of the condition and operation of the Works at the time of delivery.
Retention of such a reference copy shall not give rise to any obligation on our part to provide ongoing support, maintenance, hosting, or restoration services.
tl;dr
We may keep a copy of the final Works to be a point of reference in the future, especially if someone else breaks it
Future Exploitation
You shall not sell, license, sublicense, assign, transfer, or otherwise exploit the Works for the benefit of any third party, whether for consideration or not, without our prior written consent.
In the event of a change of control of your company, including by merger, acquisition, or share sale, consent shall be granted to the continued use of the Works by the acquiring entity, provided that such entity agrees in writing to be bound by the terms of this Agreement. No additional fee shall be payable for such consent.
In any other circumstances where use of the Works by a third party is proposed, an additional licence may be granted subject to terms and a fee to be agreed in good faith between the parties. Such fee may be structured as a one-off payment or a share of profits, as agreed in writing.
tl;dr
Opportunities for growth or improvement opportunities should benefit everyone
Assignment
Any assignment of copyright in the Works shall only occur where expressly agreed in writing and signed by both parties. Any such assignment shall be conditional upon payment of the agreed fee, which shall reflect the value of prior learning embodied in the Works and the potential future impact of third-party control.
Any Agreement or any dispute arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
tl;dr
This is an important backbone to avoid misunderstanding in the future
We believe that developers not allowing access to a [Full Access] password, even after final payment, is ethically wrong. Our practise for bespoke projects is outlined below:
During development, where the Works include FileMaker or similar development with files hosted on a shared or managed server, we shall ensure that such files are maintained in a secure state and that no Full Access account exists without a password assigned.
Subject to payment in full of any final and outstanding invoices relating to the Works, we agree to release the password for a Full Access–level account to the Customer upon request. The Customer agrees that such access shall not be used during any ongoing development phase without our prior written consent, in order to avoid the risk of inadvertent or intentional modification, damage, or removal of functionality.
Where a development file is hosted on a server managed by us, we shall maintain reasonable and regular backups for the purpose of continuity in the event of file corruption. The Customer shall not be entitled to server-level root access credentials, but where appropriate Admin Console access will be granted, on the proviso that during and development the Customer does not modify this without prior notice.
Upon settlement of all outstanding invoices, or by mutual agreement at an earlier stage, the development file shall either be made available to the Customer or transferred to a server under the Customer’s control. Where the file is transferred to Customer-managed infrastructure, responsibility for access control, security, and backups shall rest solely with the Customer from that point.
If, by agreement, some or all of the files involved in the Works are required to be Encrypted at Rest with an additional password for this will be covered as above.