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Who owns a website in this situation?

     
4:27 pm on Jan 23, 2007 (gmt 0)

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Just trying to prompt some open conversation after recently being placed in the position below. Who owns the intellectual design and source content of a website if the site is live but no contract was ever executed between the developer and the business?

Over the past few years I have been working on a website for a company of which I was friendly with the owners. They made continued verbal and email promises to provide reimbursement for my time and efforts. The reimbursement ranged from commission promises from the company owned store front which I built, full time employment talk and numerous other methods of "payment"

Now I would say that I have approximately 250 hours into this site over time in both development and content management and have recently been actively removed from access and all aspects of the site while they continue to use it to represent the company. Yes I know it is ultimately my fault for continuing to work like that and I take full blame for the outcome, so please don't use that as a platform to criticize :)

They are now proceeding to blame me for the recent onslaught of spam they have been receiving on their forums along with every other problem they are having.

Who actually controls the rights to the website itself (not the content) in a situation like this?

4:34 pm on Jan 23, 2007 (gmt 0)

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I would believe that the name registered to the whois info for that domain would be the legal "person in charge" of content, and issues involving a specific website...

After all it's "that" persons website...

5:01 pm on Jan 23, 2007 (gmt 0)

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You got conned. I think learning a lesson about putting it in writing and not doing charity work for commercial enterprises should be sufficient payment. Move on.

Unfortunately, you don't even get a reference out of it. A better solution would have been to have agreed on no payment but they give you a good reference.

Alternately, if they made SPECIFIC promises - amounts and payment dates - in e-mails, take the e-mails to small claims court.

5:36 pm on Jan 23, 2007 (gmt 0)

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They own the site, but a contract may exist obligating them to pay you for your work. Their obligation to pay may be mitigated by your not completing the work in full.
7:20 pm on Jan 23, 2007 (gmt 0)

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So you did the work, never got paid, removed your access with intent to bug out on you, and now they are encountering problems with the risks of running a website and hold you responsible.

I would simply send an invoice for your time and ask them send a check for work already done, when the check clears I will look into it.

No matter what their response, unless you receive a check, put it behind you.

7:45 pm on Jan 23, 2007 (gmt 0)

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Thanks for the input so far.

As far as putting it behind me, it's just one of those things when you spend a great deal of time on a project that it's hard to just walk away...especially when it was a long term friendly relationship that has gone sour because of their actions. However I am perfectly happy to do so at this point.

I don't care to bother with submitting a bill or even going after them for time invested, I just wanted to get some opinions from others as this is the first time professionally I have been placed in this situation.

11:11 pm on Jan 23, 2007 (gmt 0)

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"I don't care to bother with submitting a bill or even going after them for time invested"

"Professionally" - Take my advice and give up on this profession you wont make any money lol.

1:15 pm on Jan 24, 2007 (gmt 0)

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""Professionally" - Take my advice and give up on this profession you wont make any money lol."

I'm sorry, but that's just wrong.

I'm paid on a full time basis to do this for a living. This was a side project that was done with long term goals that apparently went sour...hence the time frame on the building of the site.

Please keep this on-topic and not turn it into a personal issue.

1:33 pm on Jan 24, 2007 (gmt 0)

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I believe technically speaking your verbal agreements and certainly anything they have promised by email will be regarded as a contract in the eyes of the law.

There is no real time effort or expense involved in sending them an invoice detailing the work done and payment expected.

If they refuse to pay then the next step is a solicitors letter of intent.

After that you can access 'small claims' for relatively little money.

I think you have learned the lesson, but perhaps going through the process will be a good lesson also..

I'd say give it a go..

1:35 pm on Jan 24, 2007 (gmt 0)

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They are now proceeding to blame me for the recent onslaught of spam they have been receiving on their forums along with every other problem they are having.

Who actually controls the rights to the website itself (not the content) in a situation like this?

I agree with the domain whois information comment as to the site ownsership question.

Regarding the blame my response would be... "I'd be more then happy to support the application and address the issues you're reporting but I've never received compensation for my work and so therefore I'm unable to assist you in these matters."

2:50 pm on Jan 24, 2007 (gmt 0)

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Well You should press for the money I say.
4:58 pm on Jan 24, 2007 (gmt 0)

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I'm paid on a full time basis to do this for a living. This was a side project that was done with long term goals that apparently went sour...hence the time frame on the building of the site.

As an employee of somebody else, or do you run a business?

I'd guess it's the former.

It sounds as if you never discussed specific payment. Without that, you don't have a "meeting of the minds", and you don't have an agreement.

If you DID discuss specify payment terms, I don't understand why you don't want to produce an invoice. It's conventional to do so prior to payment in any case. As pointed-out earlier, this is trivial to do. Most companies WON'T pay until they have an invoice. It's necessary for their tax and accounting records.

Given all this, I think the solution HAS to be personal. That is, what you have here is a non-business personal issue between you and your friend. Treat it as such and deal with it accordingly, rather than as a business relationship, which it seems it never was, as neither of you has dealt with it in a businesslike way.

Either cut off the friendship or forgive and forget - deal with it in whatever way you'd deal with your neighbor not returning your lawnmower.

10:24 pm on Jan 24, 2007 (gmt 0)

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gndprx:

I think you should go after the money. I have read waaayyy too many threads in here of people getting screwed out their work and pay for a job and I just think that if you did the work you should be paid. While it is true that you didn't have a written agreement and payment terms were bit unclear the bottom line is you still did work and they still benefited and you should be paid. I would fight for it in small claims or tell them you will fix the problems they are having if you are paid for the work.

FH

10:31 pm on Jan 24, 2007 (gmt 0)

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I don't understand why you don't want to produce an invoice.

unless one is registered as a business and not "moonlighting" in most juristictions one cannot issue legitimate invoices ..I'm guessing at this being the reason ..if so ..chalk this up to one of the hazards of the "cash economy" ..and think about registration ..

if my "guess" is wrong ..then invoice them ..or they will eventually tell others that you rollover ..and you'll get reputation for being a soft touch ..

10:54 am on Feb 6, 2007 (gmt 0)

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Whois says nada about who owns "a website".
A website consists of at least two parts:
1) The technical framework running it.
2) The content put into the website (typcally content in databases and xml files).
assume you created the 1) part of it, and if you did not receive wage, it is your "intellectual property". In theory at least, you should therefore be able to have a solicitor send a claim on either them paying a fair amount for the "CMS", or that they within a fair timeframe stop using you CMS and migrate it to another system.
I don't see that you not having a company behind you should deby you your intellectual rights.
1:41 pm on Feb 6, 2007 (gmt 0)

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gndprx, I agree with several responses here, particularly JesperFJ.

The first step would be to get some legal advice in your jurisdiction, but my take on it is if there wasn't a contract in place, nor what is commonly referred to as a "Work For Hire" agreement, then any graphic design elements YOU created for their site would technically be yours under most copyright laws. This might even expand to your HTML design and content database.

While the domain would be theirs based on the registration (which you might want to check), the website itself could be yours until payment is made. And without a "Work For Hire" agreement, it might still be yours after payment...

As I mentioned, I would check with an attorney first, but it seems like you should detail out your costs and provide them an invoice that is sent to them by registered mail.

There really isn't anything to fight over until they receive your invoice.

Good luck.

4:44 pm on Feb 6, 2007 (gmt 0)

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As others have mentioned, let this be yet another reminder that your should NEVER do any work without a signed contract specifying the exact work to be done, copyright/ownership of the work, terms of payment, and recourses for terminating the contract and non-payment.

They are now proceeding to blame me for the recent onslaught of spam they have been receiving on their forums along with every other problem they are having.

Send a letter along the lines of the following (feel free to change according to your personal feelings and what sort of results you want):
"As you know, during the past few years I have contributed a lot of time and effort to the development of your web site. I estimate that I have spent approximately 250 hours, although I have never received any of the promised payments for my work. When you discontinued my access to the site, I took that to mean that my services were no longer needed.

"Out of respect for our friendship, I am not interested in making an issue of the non-payment for the work done to date. However, going forward, no work can be performed without a written contract and advance payment."

9:05 am on Feb 7, 2007 (gmt 0)

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JesperF is right, there's a couple of different parts to "a website", and ownership could be different.

The domain name: owner is the whois admin contact.

Intellectual property, usually in two parts:
- programming / database side
- 'content', i.e. text and graphics

It sounds like you've created some IP here. If you've created text and graphics then you own the copyright to that, in the absence of a contract where you agree that you're working on a 'work for hire' basis.

(At least, that would be the situation in the UK, as far as I know - IANAL. I believe the US position is similar).

It sounds like you may have had a contract - just because it wasn't written out on A4 paper and labelled 'contract' doesn't mean it doesn't count.

If you have emails, or even a note of a phone conversation, where the client agrees to pay you a certain amount in return for the work you've done, then you have written evidence that a contract did exist.

unless one is registered as a business and not "moonlighting" in most juristictions one cannot issue legitimate invoices

Is that a US thing? It wouldn't be the case here in the UK. gndprx, what country are you in?

Sounds to me like a lawyers letter, then a small claims court claim, is one option.

You could also consider sending an infringement-of-copyright notice to the ISP, asking them to take down the site because it's infringing your copyright. This is something they would usually comply with.

HTH, a.

3:59 am on Feb 16, 2007 (gmt 0)

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If you were not the company's employee and you did not specifically assign them any rights to the work you did, the website would not be considered a work for hire. In this case you, the person who created the web site, will own the intellectual property rights to the web site.
10:33 pm on Feb 17, 2007 (gmt 0)

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Weighing in from another angle. Back in the early 80s. I was running
a brick and mortar business. Decided to computerize and bought a
system called "Basic/4", now out of business. In those days the only business application you could buy was accounting. So had to track down a programmer that could do basic/dos. We did an agreement on a
hand shake and the agreed upon price was $13,000.00 for this he did
all the other programs I needed. Inventory,payroll, costing, sales history. commissions etc,etc. He did an excellent job and stayed
around to fix all the bugs. So far so good. Fast forward to three
years later. Had a chance to sell the program to a fellow retailer
in St. Louis and recoup some of my cost. Called up the programmer to
change a couple of things that the buyer desired. Made the mistake
of telling him about the impending sale. He told me that the program
was not mine to sell, it belong to him ie; "intellectual property"
Say what! Never heard of it! Well the upshot of it all was we went to court. Real court as the disputed amount was larger than the $ 2,000. top amount in small claims. Judge ruled in his favor, up
holding the intellectual property argument. To make a long story short
I killed the sale and marked it up to my on going education in life.

Hope this helps! King Fisher.

11:05 pm on Feb 17, 2007 (gmt 0)

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PS. Can anyone tell me why my post look like hell! All strung out
and messy! I type it all in the box, preview it, do my corrections
and it comes out goofy! Help please!

Thanks! King Fisher ( see my previous post)

11:25 pm on Feb 17, 2007 (gmt 0)

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This is a slam dunk case in small claims. The judges aren't dumb. You have emails. 250 hours of work. Not paid a red cent. That is not fair. And your case will be easy to see through. While defendant may think that signed contract is king and in a way they're right, on the other hand, if they come off as a liar in court, the judge will likely find a way to award you the max.

This is very very easy. Print every email. Especially anything that goes to what your remuneration would be. Don't ask for one cent more than what was discussed. Or set a reasonable rate for your work if you can't pin it down enough. Then go to court and tell the truth.

Good luck.

1:36 am on Feb 19, 2007 (gmt 0)

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Yip! that's true.. I've watched Judge Judy and that's what she does ;)
1:27 pm on Feb 19, 2007 (gmt 0)

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Switch to People's Court. She's way cuter ;) Love that raven hair :)
5:32 am on Feb 21, 2007 (gmt 0)

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If you are in the US, then NetGuy nailed it.

A work for hire agreement needs to be signed prior to starting work for it to be really bullet proof. Without the WFH, then the person doing the work, compensated or not, holds the rights. Regardless, get some real legal advice or let it go.