Commisioned works - you might not own it
Most business owners assume that if they paid for something creative, they own it.
Your logo, your website, your product photography, your brochure copy, your bespoke software — if a freelancer or agency made any of it, there is a good chance the copyright still sits with them, not with you. The invoice you paid did not transfer it. Neither did the email saying "all yours". And you may not discover the problem until the moment it matters most: a funding round, a trade sale, a rebrand, or a fallout with the person who made it.
Under the Copyright, Designs and Patents Act 1988, the author of a work is its first owner. The author is the person who actually created it — the designer who drew the logo, the developer who wrote the code, the photographer who pressed the shutter.
The main exception here is that where a work is made by an employee in the course of their employment, copyright belongs to the employer automatically. That exception does a lot of quiet work for most businesses, and it is more generous than employers often fear. In one well-known dispute, a software developer argued that because he had written much of the code at home, in his own time and on his own computer, it was his. The court disagreed: writing that software was the very thing he was paid to do, and that was the decisive factor.
The exception applies only to employees. It does not apply to:
- freelancers and contractors
- design, marketing and web agencies
- consultants engaged through their own limited company
- interns, volunteers and work experience placements
- an overseas developer you found on a freelance marketplace
Every one of those people owns what they make for you, unless and until they sign it over.
Copyright can only be transferred by an assignment in writing, signed by the copyright owner. Payment alone does not legally transfer the work.
What you usually get instead is an implied licence — permission to use the work for the purpose both parties clearly had in mind. That sounds reassuring until you look at how narrowly the courts construe it. The principle is that the law implies the minimum necessary to make the arrangement work. In some cases a court will go further and find that beneficial ownership was always intended to sit with the client. That is what happened in the long-running dispute over a well-known bootmaker's combined logo, where a freelance designer's work was held on trust for the company that commissioned it, and the designer was ordered to assign it.
How to assign the copyright over to you properly
If you are commissioning creative work, the contract should contain, at minimum:
- A present-tense assignment of all copyright and other IP in the work, worldwide, for the full term
- An assignment of future copyright, so rights in work not yet created vest in you automatically on creation
- A waiver of moral rights — these do not transfer with copyright, and without a waiver the creator retains rights over attribution and derogatory treatment of the work
- A warranty that the work is original and does not infringe third-party rights, plus an obligation to disclose any stock assets, fonts, plug-ins or open-source components and the licence terms attaching to them
- Delivery of source materials — layered design files, source code, RAW images
- Further assurance, obliging the creator to sign anything else needed later, for example to support a trade mark application
Worried about your own chain of title? We can carry out a focused review of your key brand and software assets, identify where ownership actually sits, and put confirmatory assignments in place before anyone else asks the question. Get in touch to arrange an initial discussion.