The short answer
When an agency builds a website for a UK firm and no copyright assignment is signed, the agency keeps the copyright in the design and code. A court will usually imply a licence for the firm to use the site as both sides intended, not ownership. The domain belongs to its recorded registrant, and bought-in fonts and themes stay under their own licences.
Key takeaways
- Without a signed assignment, the courts imply the narrowest right that makes the contract work, which for a website is usually a licence.
- That licence covers the use both sides had in mind when the contract was made, and no more.
- A logo is treated differently: the client will normally be entitled to its beneficial ownership.
- The domain follows the registry. If the agency is the registrant, only the agency can start a transfer.
- An assignment signed before work starts passes copyright to the firm as the work is created.
Most managing partners treat website ownership as a yes or no question. Either the firm paid and owns the site, or the agency kept it. Under UK law the usual answer is neither, and it is the answer most firms are living with without knowing it. It tends to surface at the worst moment, when the firm is leaving the agency that built the site and needs something back from it.
Section 11 of the Copyright, Designs and Patents Act 1988 makes the author of a work its first owner, and an agency you commission is not your employee. That part is well known. What happens next is not. When a contract says nothing about copyright, the court fills the gap using nine principles, set out in 1998 and applied by the High Court in Griggs v Evans. One of them matters most for a website: if a licence would do, only a licence is implied.
What paying for a website actually buys
If a licence would be enough, a UK court implies a licence and not an assignment of copyright. The principles quoted in Griggs call this a minimalist approach: a term is implied only if it is necessary, and then only as much as is necessary.
The licence is also frozen in time. It is limited to what both parties had in mind at the date of the contract, and does not extend to a new opportunity that neither foresaw. A practice that commissioned a brochure site can keep running it. Whether it can hand the code to a second agency to rebuild, or reuse the design on a new service line, depends on what was contemplated in the first contract, and that is an argument rather than a right.
The exception is a logo. The judge held that a client commissioning a logo will normally need to stop others copying it, so a licence alone would not give the contract business efficacy. The Court of Appeal agreed in 2005. Website code does not obviously carry that need, which is how a firm can find it holds its logo and not its site.
A website is several assets, each with its own rule
Copyright decides only part of the question. The rest turns on registry records and on licences the agency bought in, and those can matter more on the day a relationship ends.
Domain name
The registry record
Whoever is recorded as registrant. Only the registrant can start a transfer.
Hosting and site accounts
The account contract
Whoever signed up with the host. Copyright does not move a server login.
Design and custom code
Copyright, section 11
The agency, with an implied licence for the firm unless an assignment is signed.
Logo
Copyright, as applied in Griggs v Evans
Normally the client in equity, even without an assignment.
Bought-in theme and plugins
The seller's licence
Never owned by either side. Check whose account bought the licence.
Web fonts
The font service subscription
Served through the subscriber's account, and can stop when it lapses.
The bottom row surprises most firms. Adobe states that if a Creative Cloud subscription is cancelled, its web fonts will no longer be available to the websites using them, which fall back to default fonts. If the agency set the fonts up on its own subscription, the look of your site depends on the agency renewing it.
Themes vary. WordPress takes the view that themes and plugins inherit its GPL licence, while a premium theme bought on Envato's marketplace carries a licence for one end product. Neither is something an agency can assign to you, because the agency never owned it.
Four checks a partner can run from outside
Most of the stack is visible without asking the agency. These take about ten minutes and need no technical access.
A WHOIS lookup on the domain
For a .uk name, the result shows the registrar but not the registrant. If the registrar is a company you have never dealt with, the agency may hold the account.
Nominet's Online Services login
Nominet logs registrants in with the admin contact email. Try a password reset. If it goes to an agency address, the agency controls the account that manages the domain.
View source, search for “typekit”
A match means the fonts load from an Adobe Fonts web project. Ask whose subscription it sits on.
View source, search for “themes/”
On a WordPress site the folder name after it is usually the theme. Look it up, and ask who bought the licence.
None of these proves a problem. A registrar you do not recognise may simply be the agency's preferred supplier with your firm recorded as registrant. They tell you which questions to put in writing.
Commissioning a new site
Want an agency that assigns what it builds?
Free to your firm. The agency pays us, and only if the relationship works, so an introduction that goes wrong earns us nothing.
Get a recommendationWhat to put in the contract, and when
An assignment signed before work starts is stronger than one negotiated at handover. Section 91 of the 1988 Act lets a signed agreement assign copyright that does not exist yet, so it passes to the firm as each page and file is created. Nothing is left to agree at the end, when the agency holds the leverage.
Ask for assignment on payment before the quote is accepted. The wording is set out in what a retainer should include. Put the request in the brief itself, as covered in what a digital agency brief should include, alongside a line requiring every account behind the site to be opened in the firm's name, with the agency added as a user.
When not to commission a new site yet
If the domain is registered to your current agency, fix that before briefing anyone else. A new site cannot go live on a domain the firm does not control, and a registrant transfer through Nominet, the UK registry, costs £10 plus VAT once the current registrant starts it. Ask while relations are good.
Hold off too if the only reason for a rebuild is to escape an agency. Moving the accounts and asking for an assignment of the existing site is worth pricing first. When a rebuild is justified, price the build, the platform, the hosting and the support as separate lines, the way public bodies buy websites, so that ownership of each is visible in the quote.
Agency Network Solutions matches professional services firms with one vetted specialist. The moment to ask that agency for its assignment clause is before any quote is accepted.
Frequently asked questions
What partners ask about website ownership.
Do I own my website if I paid an agency to build it?
Not the copyright, unless the agency has signed an assignment. Under UK law the author of a work is its first owner. Paying usually gives the firm an implied licence to use the site for the purpose both sides had in mind when the contract was made.
Can an agency take a website down if the firm leaves?
If the site runs on the agency's hosting account, or the domain is registered to the agency, it has practical control whatever the copyright position. Check who holds the domain and the hosting account before giving notice.
Who owns the domain name an agency registered?
Whoever the registry records as the registrant. For a .uk name, a registrant transfer is started by the current registrant and costs £10 plus VAT, so an agency recorded as registrant has to cooperate.
Does the agency own the logo it designed?
It may hold the legal title, but in Griggs v Evans the High Court held that a client who commissions a logo will normally be entitled to the beneficial ownership, because a logo is of little use unless the client can stop others copying it. That argument is harder to make for website code.
When should a copyright assignment be signed?
Before work starts. Section 91 of the Copyright, Designs and Patents Act 1988 lets a signed agreement assign copyright that does not yet exist, so it passes to the firm as each piece of work is created.
Sources and useful reading
- Copyright, Designs and Patents Act 1988, section 11, and section 91, legislation.gov.uk.
- R Griggs Group Ltd v Evans [2003] EWHC 2914 (Ch), applying the principles in Ray v Classic FM, and the Court of Appeal decision [2005] EWCA Civ 11.
- Nominet, how to transfer a domain name to someone else.
- Adobe Fonts help, web fonts licensing.
- WordPress.org, licence, and Envato Market, which licence you need.
This article is commercial decision support, not legal advice. Service terms are described as published on the date above.