Contract clause for web developers, what does this mean?

[russ_h]

The contract I have with my web developers includes the following clauses:

Originally Posted by contract

Upon final payment of this contract, The Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. In addition The Client will own the copyright for any templates used as Work-Up Files that have been designed by The Provider that are specific to The Work.

All copyright, trade marks, patents created, developed, subsisting or used in or in connection with the design or development of the Client's website will be transferred to the Client on settlement of all outstanding sums due to the Developer.

All screen displays, graphics, domain names, content and the Look and feel of the site developed shall be transferred to the Client on settlement of all outstanding sums due to the Developer.

The Provider retains the rights to use any software, object code, digital programming, source code and the like developed during the course of the project. However The Client will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility.

If The Provider is bundling or using any prior intellectual property that it owns and of which it wishes to retain ownership The Client will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility.

My developers assumption is that they will host my website on their servers and I will pay them for hosting and for any mods I need to the site.

I'd like to have the option of taking the site away from them if needs be.

So my question is, can I legally demand that they deliver me a full copy of the site (on CD or similar) so that I can operate it myself.

I know I should have got a legal adviser early on.... I'm looking for one now.

Thanks for any advice!

[fisicx]

Yes, it says so here:

All screen displays, graphics, domain names, content and the Look and feel of the site developed shall be transferred to the Client on settlement of all outstanding sums due to the Developer.

That means they will give you a copy of the whole package once you pay them. Of course, if you have signed up for 12 months hosting then this means you will have to wait until the contract expires before you can get your hands on the content.

Is the an actual clause in the contract that says they will host the site?

[russ_h]

Thanks for the very swift reply!

I've double checked the contract, although there is a 'hosting' section it only mentions my website not putting undue strain on their servers. I haven't paid for any hosting as of yet nor signed any fixed term agreement.

My worry is that the site is built on an existing CMS they have. In discussions between us pre contract they basically said that they will give the CMS for free and I will have all rights to keep using it. I was nervous back then about not wanting to be tied to them. Now reading the contract I'm not sure that that is legally explicit!

Can they not say 'we'll give you all the stuff you've directly funded, but you can't have the basic CMS'?

[russ_h]

Reply take 2........

Thanks for the very speed reply!

I've checked through the contact and the only mention related to hosting talks about my website not putting undue strains on their shared server.

I have not signed up to any fixed hosting term with them.

My worry is that they might state that they'll only deliver me the parts of the website which have been built just for me. The website is built on their standard content management system (CMS), obviously I would need that too, otherwise I'll just have a few pages of useless code.

Pre contract, they said that they would build my website on their CMS and give me it free of charge to keep costs down. Those clauses in the contract were there to ensure I wasn't dependant on them post contract. Now I'm nervous they're not legally watertight.

[fisicx]

If you are getting a copy of the CMS then all should be OK. It does mean if you want to employ another developer in the future they are going to struggle to make any changes unless they understand how the CMS works.

It's not like using wordpress/drupal/zencart and so on which are all open source projects with thousands of support groups. But if the site meets your needs I don't think you should have too many problems.

Does the contract include support during the first x weeks/months?

[russ_h]

Originally Posted by fisicx

If you are getting a copy of the CMS then all should be OK.

That's my concern! Under the contract clauses I've mentioned do I have rights to be delivered a copy of the underlying CMS I can then host on another server?

Originally Posted by fisicx

Does the contract include support during the first x weeks/months?

No, unfortunately not, decided it was too hard up front to figure out what support would be needed. It's a pretty complicated website!

It's the difficulty I'm having getting the support from them that's leading me to see what options I have to host the website elsewhere so that I can then get others to make some of the changes for me. Or even do the simple ones (text changes) myself.

[TWD-Tony]

Can you post a link to the site?

The CMS that the developer used may actually be an "off the shelf" and openly available software - in which case you can use this CMS on any server and all you would need is an up to date copy of the database (which holds the content) and a copy of the template files...

Maybe I can work out the CMS if I can see the site...?