The short answer
The agency does, unless it has signed the copyright over to your firm. In the UK, 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. Section 90(3) provides that an assignment is ineffective unless it is in writing signed by the assignor. Paying in full moves nothing.
Key takeaways
- The default runs the opposite way to the assumption. The agency owns what it makes until it signs the rights across.
- Copyright moves on a signature. A proposal promising that all work is yours is a promise, not an assignment.
- Without one, your firm is almost certainly relying on permission to use the site rather than on owning it.
- An agency cannot assign what it never owned, so photography and bought templates need their own answer.
- The domain and the analytics account are not copyright questions at all, and a flawless assignment does not move either.
The relationship ended in the spring, amicably enough. Eighteen months later the practice decides to rebuild, and the new supplier asks a routine question before quoting: can you send over the copyright assignment? Somebody goes to the folder. There is a signed proposal, a scope document, a stack of paid invoices and a very long email thread. There is no assignment.
This is the ordinary case rather than the horror story, and almost nothing has gone wrong. The firm commissioned the work and paid every invoice. Four years of use followed, without a cross word. What it does not have is the single document that would have moved the copyright. Two subsections of a UK Act passed in 1988 decide what follows, and neither of them mentions payment.
What your firm actually owns today
Start by separating the things you mean by “the website”, because they are held by different people and each one moves in a different way. The rows below are the ones that come up when a professional services firm changes supplier, in roughly the order they cause trouble.
| The thing itself | Who holds it by default | What actually moves it |
|---|---|---|
| The design and page layouts | The agency, as author of the work | A written assignment signed by the agency |
| The code and the templates behind it | The agency, or whoever it licensed a framework or theme from | An assignment, and only of the part the agency itself owns |
| The words on the pages | Whoever wrote them, which is often a copywriter you never met | An assignment that names the copy, not only the build |
| Photography and illustration | The photographer, or a stock library the agency bought from | A licence, on terms that may not transfer to you at all |
| Your logo and brand marks | Whoever designed them, if that was never assigned either | A written assignment, routinely missing from older engagements |
| The domain name | Whoever is recorded as the registrant | A change of registrant, which is not a copyright question |
| Hosting, analytics and advertising accounts | Whoever controls the account | A transfer of the account itself |
Why paying in full does not move the copyright
Section 11 of the Copyright, Designs and Patents Act 1988 makes the author of a work the first owner of the copyright in it, and the exception for work made in the course of employment does not reach a supplier you commissioned. You can read section 11 in about a minute. What it does not contain is any mention of who paid, which is the part that catches people out. In British law, commissioning is not authorship and an invoice does not join them.
The transfer happens on a signature. Section 90(3) provides that an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor. That is a deliberately hard edge. A line in a proposal saying all work becomes the property of the client is a promise about what someone intends to do, and it is not the thing the subsection asks for. This is the same provision that decides whether a retainer is buying you anything you keep, and it is worth checking in an old engagement letter as well as a new one.
Copyright, the licence and the accounts are three different questions
A firm with no assignment is not locked out of its own website, it is relying on permission to use it, and permission can be narrower than ownership in ways that only show up when you try to change something.
Ownership lets a practice redesign or move the work without asking. Permission lets it carry on using what was delivered. The difference stays invisible for years, then becomes expensive at one moment: when the practice wants to take the design to somebody else, or lift the logo onto something new.
The third question is the one nobody files anywhere. The domain registration and the hosting and advertising accounts are not works, so copyright has nothing to say about them, and an assignment does not touch them. They follow whoever is recorded as holding them. It is the same distinction between what a supplier holds and what stays with the practice that decides whether client information can go into a general purpose tool, and it is worth drawing on paper before anyone starts negotiating.
Before you ring the old agency
Not sure whether you own the site or only the use of it?
Free to your firm. The agency pays us, and only if the relationship works, which is why we would rather tell you to read what you already signed than introduce somebody to rebuild the lot.
Get a recommendationHow to test the document you already hold
Four questions settle whether what is in the folder moved anything, and all four are answered by reading it rather than by asking the agency. Take the engagement letter and the proposal, with any terms attached, and put each question to them in order.
Is it in writing and signed by the agency, rather than only by your firm?
If no, section 90(3) is not satisfied and the copyright has not moved, whatever the document says it does.
Does it say the copyright is assigned, rather than that the work is yours or that you have full rights?
If no, you may well hold a licence. Read what it permits, because that is now the limit of what you can do.
Does it cover the copy, the photography, the logo and the fonts, and say what happens to anything the agency licensed from a third party?
If no, the gaps are precisely the items a new supplier will not be able to reuse. An agency cannot assign what it never owned.
Is it dated, and does it reach work done before that date?
If no, an earlier phase of the build may sit outside it, which is common where a site grew over several engagements.
None of this needs a solicitor to run. It needs half an hour and the folder. The same discipline of writing down what you need before anybody quotes is what makes a brief worth pricing against.
When chasing an assignment is the wrong move
Two conditions make this question premature, and neither depends on what the file turns out to contain.
- Nothing is changing. Where the practice will keep the site as it stands, the permission it already relies on may do the job, and reopening a settled relationship can cost more in fees than the certainty is worth
- Nobody has read the file yet. Going to the old agency before you know what you hold converts something you can verify on your own into a negotiation, and it invites an answer you then have to argue with
Saying so costs us the introduction fee, because we are paid by the supplier and only when a relationship works. Where a supplier genuinely is needed, what we assess before recommending anyone, including the cases where we recommend nobody, is set out for professional services firms across the UK.
Frequently asked questions
What partners ask us once they have looked in the folder.
Who owns a website an agency builds for you?
The agency, unless it has assigned the copyright to your firm in writing. Section 11 of the Copyright, Designs and Patents Act 1988 makes the author of a work the first owner of the copyright in it, and the employment exception does not help you, because an agency you commission is a supplier rather than your employee.
Does paying the invoice in full transfer the copyright?
No. Payment and ownership are separate questions under UK law, and nothing about settling an invoice moves copyright. Section 90(3) provides that an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor, so the transfer happens on a signature or it does not happen. A paid invoice is evidence that you bought the work, not that you own the rights in it.
What is the difference between an assignment and a licence?
An assignment moves the copyright to your firm, so you become the owner and can change or move the work without asking. A licence leaves the copyright with the agency and gives your firm permission to use the work, which can be narrower than you assume and may be limited to the site as built.
Do we own our domain name and analytics accounts?
Those are a separate question, and copyright does not reach them. A domain is held by whoever is recorded as its registrant, and a hosting or analytics account is held by whoever controls the account. Both move by changing who holds them rather than by any assignment of copyright.
Is it worth chasing an assignment years after the work was done?
Only if you need to do something ownership would let you do. If the practice simply wants to keep using the site as it stands, the permission it already relies on may be enough, and reopening the question can cost more in fees than it returns. It becomes worth doing when you plan to move supplier, rebuild on the same design, or reuse a logo somewhere new.
Sources and useful reading
- Copyright, Designs and Patents Act 1988, section 11, for the author of a work being the first owner of the copyright in it, and for the exception covering work made in the course of employment.
- The same Act, section 90, subsection (3), for an assignment of copyright not being effective unless it is in writing signed by or on behalf of the assignor.
This article is commercial decision support and is not legal advice. It describes the default position and what the Act requires to change it. It makes no claim about moral rights or about domain dispute procedure, neither of which was examined here. Nor does it say whether a particular stock or template licence can be transferred, which turns on terms not read for this article. What your own contract achieved is a question for your advisers, and the document in front of you decides it.