What the law says: website code is copyrighted work
Website source code is software. Under copyright law, the author of software is whoever wrote it. If a studio built the site, the studio or its employees are the default author.
You paid for development - which means you bought the service of creating a website. But copyright in the code does not transfer automatically. It's like hiring a photographer: you commissioned the shoot, you got the photos, but the negatives and the right to sell prints stay with the photographer unless the contract says otherwise.
For the code to become yours, you need a separate transfer of exclusive rights. This happens through an assignment agreement or through a clause in the development contract. Without it, the studio may give you access to the code, but legally it remains their intellectual property.
Three ways code ownership gets structured
In practice, studios work under one of three scenarios. Understanding the difference will help you avoid a situation where you have the site but no rights to it.
- **Transfer of exclusive rights.** The studio writes the code and transfers it to you completely. After that you can do whatever you want with it: modify, sell, or pass it to third parties. The studio loses rights to that code. This is the most convenient option for the client, but usually more expensive because the studio gives up the ability to reuse the work in other projects.
- **License (non-exclusive rights).** The studio remains the rights holder but gives you permission to use the code for your site. You can run the site and make changes, but you cannot sell the code or pass it to someone else without the studio's consent. The studio can use the same solutions in other projects. This is a fair arrangement if explicitly stated in the contract.
- **Nothing is specified.** The most dangerous case. Formally, the studio can refuse to hand over the source files or demand extra payment. In practice most studios hand over the code anyway, but if the relationship sours you have no leverage.
What to check in the contract before signing
Open the draft contract and find the section on deliverables or intellectual property. If there is no such section, that's the first red flag.
A good contract contains language like 'exclusive rights to the source code transfer to the client upon full payment' or 'the client receives a non-exclusive license to use the code.' If it says exactly that, you know what you're getting.
It's bad if the contract only says 'the studio develops a website.' That describes the service but does not say who owns the result. In that case, add a clause: 'The contractor agrees to transfer the website source code and exclusive rights to it to the client upon full payment.' If the studio refuses, demand an explanation.
Another important point is third-party components. The site may use libraries, templates, or plugins whose rights belong to others. Make sure the contract states: the studio transfers rights to its own code, and third-party components have open licenses or are paid for separately.
When a studio has the right to withhold the code
There are legitimate reasons a studio can hold back the source files. If you face a refusal, check whether your situation falls under one of them.
**Work is not paid for.** If you have not made the final payment, the studio is not obligated to hand over the site or the code. This is written into law and into the contract. Once you pay, the code should be delivered within the timeframe specified in the contract (usually 3-5 business days).
**Rights were not part of the agreement.** If the contract does not mention code transfer at all, the studio is formally not obligated to hand it over. Legally it fulfilled the service - it built a working site. Here you can negotiate, but you have little leverage.
**The code contains the studio's proprietary work.** Some studios use their own frameworks, libraries, or CMS. If the contract states that these components remain the contractor's property, you will get the site code but without those pieces. The site will work, but you will only be able to maintain it through that same studio.
An honest studio flags these issues during the discussion phase and offers an alternative: either paid acquisition of rights to the proprietary components, or development on an open stack that can be fully transferred.
What to do if the contract is already signed and says nothing about code
If the site is still in development, write the studio an email asking them to clarify in what form the deliverable will be handed over. Ask them to sign an addendum to the contract stating that the source code is transferred along with the rights. Most studios will accommodate if the question is raised before project delivery.
If the site has already been delivered and the code was not handed over, request the source files officially. Write an email to the studio: 'Please provide the source code for the website [address], developed under contract No. ... dated [date]. Work has been paid in full [payment date].' The email creates a paper trail.
If the studio refuses or goes silent, study the contract again. If it contains language about 'transfer of work product,' you can interpret that in your favor: a programmer's work product is code. But if it goes to court, the outcome will depend on the specific wording.
For future projects, make this a rule: the source code clause is discussed before signing the contract, not after the site is delivered.
How source code affects site maintenance and development
Even if the code is formally yours, that does not mean it is easy to work with. Poorly written or undocumented code can become a problem when switching contractors.
Ask the studio to include brief technical documentation in the deliverables: project structure, libraries used, how to run the site locally, where settings are. If this is missing, a new developer will spend hours reverse-engineering.
Pay attention to the technology stack. If the site is written with popular tools (React, Node.js, WordPress, Django), finding a specialist for updates will be easy. If the studio used an exotic framework or a custom CMS, maintenance becomes a bottleneck.
Source files should be handed over as an archive or through a repository (GitHub, GitLab). If the studio sends the code via a file-sharing service as a single zip file with no change history, that's acceptable but less convenient. Ideally, get access to the repository where the entire development history is visible.
How we handle code rights
At EFIMOV DEV we hand over source code immediately after full payment - this is written into the contract. We work with an open stack: React and Node.js, with no proprietary closed libraries. This means you get code that any developer familiar with these technologies can maintain.
Along with the code we provide a README describing the project structure, deployment instructions, and a list of dependencies. If the project was stored in our repository, we transfer it to your GitHub or GitLab - with the full commit history.
Development pricing starts at 50,000 rubles for a landing page and 150,000 rubles for an online store; exact estimates are formed after a brief. Transfer of code rights is included in the development cost - you do not pay extra for it. More about services and pricing at efimovdev.ru.
Website code does not become yours automatically - you need a contract clause transferring rights. Check this clause before signing and clarify exactly what you will receive: full rights or a license to use. After payment, demand the source files with documentation - this is your insurance against being locked into one contractor. If the contract is already signed and says nothing about code, request the source files in writing and document the transfer.
Frequently asked
Can I sell the website along with the code?
Only if you have exclusive rights to the code. If the contract granted a license (non-exclusive rights), you cannot sell the code - it remains the studio's property. Check the wording in your contract: if it says 'transfer of exclusive rights' or 'assignment of rights,' you can sell.
What do I do if the studio closed and never handed over the code?
If the site is hosted somewhere you have access to, the source files usually live there too. Log in via FTP or SSH and download the files. If you have no access and the studio does not respond, options are limited. You can try reaching former employees through LinkedIn or ask the hosting provider to help with access if you own the account.
Do I need to register the site code as software?
Not required. Copyright in code arises automatically the moment it is created. Registration is only needed if you plan to litigate over rights violations or want to sell the code as a standalone product. For a regular business website it's overkill.
What is an open license and how does it affect my rights?
Many websites use libraries and frameworks with open licenses (MIT, GPL, Apache). This means the code of those components can be freely used, modified, and distributed. You receive rights to the entire site including those parts, but must comply with the license terms (for example, preserving attribution). This is not a restriction but standard practice.