Web design company wont allow access to my website. can they do this?

November 4, 2008 1:10 PM

Im trying to access our website to move the code from our current web hosting company to a new host. The current host is the same company who designed and developed the website.

However they are refusing to hand over the site as they say it uses there CMS and they dont want anyone else using or stealing the code. However the site is very basic and ive been told by an independant review that not only is it basic but its poorly structured (no url rewrites or seo invlaid html) We paid a lot of money to us for the site (around £8000) and in the agreement it states that a "A bespoke Content Management and Member Administration System (CMS) will be setup for the website. " no where does it mention that it would be using or leasing there system and in the pricing breakdown it states "Build of content management and administration functionality £3000"

Im not sure if that makes a difference

i realise this is my mistake for not checking thoroughly enough but is there anything i can do now? i feel im being held to randsome as i cant take my site elsewhere as they wont let me access the code. basically i have to continue to pay my montly hosting or i dont have a site

posted by toocan to computers & internet (14 comments total)

Legality aside couldn't you just use some sort of site ripper to capture the code and tell them to piss off?
posted by Gungho at 1:24 PM on November 4, 2008

there are elements of the site that are dynamic like a simple property search which i would need to update although i could rip 90% of the site the 10% would require some sort of dynamic management
posted by toocan at 1:27 PM on November 4, 2008

I don't think anyone here can answer this question without knowing the full content of your agreement. Typically, they spell out who owns the end product and what rights both sides have to what assets you create.
posted by mkultra at 1:35 PM on November 4, 2008

unfortunately there is no specification of who owns the end product by its ommision does that allow them to make me maintain the hosting with them or have no website?
posted by toocan at 1:51 PM on November 4, 2008

You need a lawyer to review your contract to understand what you really agreed to.
posted by mmascolino at 1:52 PM on November 4, 2008

Hmm....well I work for a web company and imo for that sort of money they shouldn't be using an off-the-shelf package for your CMS, they should be building you a bespoke one (as they said they did). From the info you give I can see no reason why site ownership shouldn't rest with you and I'd also assume that included your CMS.

As for someone else "stealing" their code, I think they're talking out of their bum - other developers can create their own CMS's with bells and whistles on without resorting to nicking stuff.

I don't suppose you're tied into an ongoing maintenance contract? Or tied into hosting? I'd recommend getting a lawyer involved and sending them a 'strongly worded letter' - the threat of legal action might make them hand it over. I know you don't have a contract so get legal advice but my gut feeling is you paid for it - it's yours.
posted by cardamine at 2:02 PM on November 4, 2008

Can you post the full agreement? It should spell out the terms but you probably need to talk to a lawyer and get them to look it over and send your host/web design firm if they're breaching your contract. That might not cost too much but if they decide to fight it, at the end of the day it might be cheaper to have the site redeveloped, if its a simple as you say (if you decide to go that route, mefi-mail me, I'll do you a good deal ;) )
posted by missmagenta at 2:03 PM on November 4, 2008

They're doing what every disreputable hosting + web development firm does; ensuring that you become dependent on them for all future work. And yes, they are holding you to ransom. But sometimes the only way you learn is by getting burned.

Your first step should be to take legal advice from someone who understands intellectual property. From what you've said I would think that, given that they've charged you money for a bespoke CMS and the building thereof, and that they haven't ever mentioned any lease or particulars of ownership, you might very well have a legal right to a copy of the code. Ultimately it's down to your agreement with them (written or verbal/email).

Next time (and you probably know all this now), make sure you have:

a) A clear statement of who owns what.
b) Full FTP access to any site that's being developed for you, and a login for any databases.

Ideally you should avoid getting development work done by your hosting company. Your chosen web developer should be given limited access to your hosting account as and when they need it.

Every client I have gets the same advice. Anything else is just shady.
posted by le morte de bea arthur at 2:03 PM on November 4, 2008

IANAL.

Who owns a piece of work when no agreement of ownership exists is murky water (and will probably have a lawyer seeing $$)

You really have several issues here.

1. Did the company provide what you paid for (a bespoke CMS)?
2. Who owns the end product - the law is iffy on this point but generally the author retains ownership of the work unless there is an agreement transferring ownership (in the UK at least)
3. If it is determined that you have an implied exclusive license to use rather than an implied transfer of rights, does that right extend to using the product on any server you see fit.

A lawyer will probably be able to get you an answer to these points (but possibly not without going to court).
posted by missmagenta at 2:23 PM on November 4, 2008

Looking at it as a small business who developed their own CMS...

Our CMS was built in house and the way it works all sites must reside on our server. We can't and won't give clients the code for the CMS and this includes a lot of the dynamic functionality such as directories etc.

However we make it very clear in our contracts who owns what (the client always owns all graphics and content, code is ours. we will happily give athem all original artwork and a cd of the site in static HTML, any Javascript or SQL tables etc without the code that requires our CMS.).

We also don't charge for the CMS upfront but through a licensing system, so should be ovious to our clients that they hire the functionality, not own it.

I think the point I'm making is we try to be transparent and make sure a contract is read, understood and signed. We aren't trying to rip anyone off, but the code is ours and we make that clear.

I'm afraid it will all boil down to your contract and a lawyers interpretation of it.

Good luck and remember in future to be extremely clear with the person you contract to develop your site who owns what. If you want bespoke be prepared to pay a heck of a lot of money. In the UK £3000 is probably 5 days or so development from a reputable company (obviously a bedroom developer is cheaper).

IMO this is not enough for bespoke CMS from the ground up, but I don't know how basic yours is, ours took over a year to develop and has been constantly revised for over 6 years. Their mistake is that they have costed that as "bespoke CMS ". If you have that in writing it should be in your favour. A strongly worded letter from a solicitor should do the trick. They may still be able to charge you for the time to "export" everything and could sting you a bit for that.
posted by twistedonion at 2:25 PM on November 4, 2008

Also, I'm not snarking here but according to your previous posts you are a web developer/designer yourself and you've been bitten before in the past by contracts... be more careful in future!!!! As a web developer I'd have made sure I had access to all code myself, even if only to tinker.
posted by twistedonion at 2:38 PM on November 4, 2008 [1 favorite]

Im a firm believer treat others how you treat yourself and ultimately this has come to bite me for being too trusting. I think it would be a case for legal help although i will try and apeal to there human nature to resolve this first
posted by toocan at 2:58 PM on November 4, 2008

As a first step, why don't you ask them (formally) what it would cost to pay them to allow you to host the site elsewhere ?

You might learn something ... like if it's technically possible, if they just want money, if it's a third-part licensing issue, etc.
posted by Xhris at 4:07 PM on November 4, 2008

Words like 'bespoke' and 'build' clearly indicate that they'd be creating something specifically for you, and I would expect ownership in those circumstances. Some of the web dev firms I know base their work tightly around a core hosted CMS and only add bespoke elements when needed, but they clearly treat it as a license and price it accordingly. Others sometimes have contracts where the client doesn't fully own the software but retains the right to install and run it elsewhere only for that specific site (which can be awkward to implement and enforce, but gives the client more peace of mind about lock-in).

Firstly, spider the site to create a static copy, to at least get a backup of 90% of the site. Also make sure you (and only you) have access to the domain name's control panel, so you can switch the name servers to move hosting if necessary. Doing those two things gives you a fall-back position.

Secondly, request a copy of all of the site's database(s), just as a normal SQL dump containing all of the structure and data. You won't be able to just easily import this into any other CMS, but you'll at least have the property data (which hopefully is simple enough for another developer to use). You supplied/created the data, so hopefully they won't resist this.

Thirdly, you need to have some tough conversations with them about what's bespoke and what isn't. If, for example, they concede that the property search module is completely bespoke, demand the code along with some technical notes (it can't be expected to run standalone, but you want another developer to be able to understand how it works). And if you feel you've been misled about the nature of the work then you could try to get a partial refund or resort to legal action, but to be honest when things break down like this you need to focus more on how you're going to move on successfully than how you can right wrongs.

In the meantime, I'd suggest getting quotes from developers for rebuilding the site. You've already got a working site to refer to, it's an opportunity to make improvements, and even if you somehow got the incumbents to grudgingly hand everything over it may cost just as much for someone else to work out how to set it up.
posted by malevolent at 2:22 AM on November 5, 2008