Who owns ownership of code to a custom built ecomerce site that I am reselling

[eluser]The Questioner[/eluser]
I have developed and am selling my own custom-built, ecommerce solution to various clients. My most recent client is asking if they have ownership of the code to their site. I'm not sure where I stand on this. I am based in the UK.

In general terms, the site is based on my own custom platform (which is obviously based on CI), which I use to resell to other clients. The layout and design of the site is customised to this client's requirements.

If it means anything, I do have a copyright notice within the source files that state that the site can only be used by the client for the specific business that the site was originally built for.

I have a contract, but it only refers to payments schedules.

I don't want the client walking away after paying for their site and selling the code/solution on independently. Nor do I want them to produce their own custom versions for any spin-off businesses that they may own in the future.

Does ownership of code and Intellectual Property rights mean the same thing?

[eluser]mdvaldosta[/eluser]
I don't know much about licenses, but I'm sure putting that wording into the license/contract would be good enough. You really have two choices:

1. They own the software, but is licensed only to the domain. They can do with it what they please (modify, etc.) but cannot sell or distribute it to others.
2. They lease the software, and pay you for it monthly or whatever. If they stop making payments, they lose the license to use the script.

[eluser]WanWizard[/eluser]
You can sell the software with a license that doesn't permit modifications, that permits them but requires them to give them back to you, or that gives them freedom to do what they want.
The license should also state what they can and can't do with the product they've bought. This is an entirely different discussion from the copyright or intellectual property one.

[eluser]The Questioner[/eluser]
Where do I stand if nothing was mentioned in the contract or if no contract was even given? Aren't there default laws that cover the developer in absence of a contract?

[eluser]WanWizard[/eluser]
I think laws vary too much per country that's it's difficult to make a statement about this.

You could argue that given the fact the the source mentions the terms under which it may be used, you might be able to catch someone violating it. But your customer could argue that he has bought a product, doesn't know what "source code" is, and didn't look at it (and wasn't told to look at it). If he actually modifies the code before selling it that wouldn't be much of an argument.

I still think your position is quite weak, and you should remedy this as soon as possible, by creating an publishing a license statement, and including a license agreement with your contracts that need to be signed.

Still, if the client decides to violate it, do you have the time and the money to prosecute them, and do you think you would be able to recuperate the costs if you win? If not, you have to ask yourself the question if you should bother...

[eluser]The Questioner[/eluser]
Thanks WanWizard. I'll try and get hold of a contract and get them to sign it without making it look too obvious.

[eluser]WanWizard[/eluser]
"Oops, I'm very sorry, I seem to have misplaced a contract addendum, would you be so kind to sign this for me?"...