You had software built and you paid for it. Do you own it? The answer: not necessarily. What you own is what the contract says - and if the contract says nothing, you may own less than you think.
The question usually surfaces only when things get uncomfortable: the vendor stops answering, changes its terms or closes down. Then it becomes clear whether you can carry on with the software or start over. Better to ask the question beforehand.
Copyright and usage rights in plain words
Whoever writes software is its author. Copyright stays with the person who wrote it; it cannot be sold, only granted - as a usage right. What you receive as the client is therefore a usage right, and it can be narrow or wide:
- simple or exclusive: may the vendor give the same software to others?
- limited in time or unlimited: does it last, even after the contract ends?
- restricted or transferable: does it apply only to your business, or does it go with the company if you sell it?
- use only, or also change: may you have the software changed and developed further - by someone else too?
Which rights you hold when the contract says nothing is a question for your lawyer; we give no legal opinion here. The practical rule is simpler: what matters to you goes into the contract. Ask about it before you sign.
Access to the source code
A usage right on paper helps little if you cannot get at the source code. The source code is the readable blueprint of the software. Without it, nobody but the vendor can change anything, not even a typo on the invoice. Ask:
- Will the source code be handed over to you - continuously or only at the end?
- Is it kept in an account you can access yourself, or only with the vendor?
- Is there a description of how the running software is built from it? Source code without instructions is a jigsaw without the picture.
Some vendors offer instead to deposit the code with a third party, to be released in the event of insolvency. That is better than nothing. In practice, though, you then receive a version nobody knows, at a moment when the vendor is no longer answering questions.
Accounts in your name
Beside the code there is a second, often overlooked question: whose name are the accounts in? If the domain of your customer portal is registered to the vendor, the vendor can switch it off - or simply forget to renew it. The rule is simple: every account without which the software does not run belongs in your name, with login details you hold yourself. The vendor gets access to it, not the other way round. That includes:
- the domain and the certificates
- the server or hosting
- the database
- email delivery
- accounts with third-party services, for maps, payments or sending messages, for instance
- the app store accounts, if there is an app
Documentation and data
The software also comes with knowledge and data. Knowledge: is there documentation with which another developer could carry on, and who besides the vendor understands the software today? Data: can you get your data out in a readable format - customers, orders, invoices, documents? Both decide whether the software can be maintained after launch, by someone else too - see Software after launch.
If the vendor stops
Vendors give up, are sold, change their line of business, or the only developer retires. What then happens to your software is decided by the questions above. With source code, accounts and documentation, another developer can take over. Without them, the software stays as it is until it stops running - and then all that is left is to rescue the data and build afresh.
Bought or rented: the difference from SaaS
With rented software - SaaS, software as a service - such as Shopify or Microsoft 365, the question is a different one. The software belongs to the vendor and always will; you rent its use. What you own is your data. Everything here turns on that: how it comes out, in which format, and how long after cancellation. For off-the-shelf software that is normal and fine; nobody expects the source code from Microsoft. For software built specifically for you, the expectation is different - you paid for it.
| Software built for you | Rented software (SaaS) | |
|---|---|---|
| Who owns the software | what the contract says - ask | the vendor |
| Source code | should be with you | not provided |
| Further development | by the vendor or by someone else, if the contract allows | only by the vendor, the same for all customers |
| Your data | in your database | with the vendor; the export is the question |
| If the vendor stops | the software keeps running if code and accounts are with you | the software ends; the data has to come out beforehand |
Questions for the conversation with the vendor
- Which usage right do we receive: exclusive, unlimited in time, transferable, with the right to have changes made?
- Do we receive the source code - when, where and in what form?
- Are the domain, hosting, database and all services in our name?
- Is there documentation with which another developer could carry on?
- How do we get our data out?
- What is agreed if you as the vendor stop, or if we want to switch?
- Which of this is in the contract?
The answers say a lot about a vendor before the first line is written - more on that in Choosing a software partner.
Our position is short: your software belongs to you - source code, accounts and documentation are held by you, not by us. How we work is described on our company page.
