Developer refuses to provide source code after app is completed!
Hi guys,
Not sure if any of you guys use Elance to find freelance companies to do your apps but would just like to share a recent bad experience I had with "Jiffy Software".
This company prides itself as a western based company (which in fact just hires indian developers for their work). Well, that is not the issue, but to my surprise, unlike the other developers on Elance, it refuses to provide me with the source code after app is finished. It's argument is that this was never specifically requested but from past experience, app ownership is transferred to client once finished, including source code. Anyhow, I am now waiting for Elance to intervene.
Still, its best to specifically state this next time, if you use freelance developers to prevent similar events, in case you also bump into companies like Jiffy Software.
Well I have no idea who/what Elance and Jiffy Software are, but as a seasoned developer I would never give away the source code unless specified in a written contract, and that would cost a premium.
So to me it looks like a 100% legit and fair assumption, if you don't ask for it, it's your fault. Source code has got an added value, so you need _always_ to negotiate it up-front. We've made a few apps for clients, and we sold the source code just for 1 app, paid at about 30% surcharge.
On the contrary if you were used to devs that give just give away source code free of charge where _not_ specified, then you were dealing with young/in-experienced devs. Or loads of those freelancer sites are just lacking of business acume.
Oh, that's bad to hear. But what did you specify in the contract?
Be sure to always specify to include source code (if you didn't maybe in this case they can't be forced to give it you, I'm not sure how Elance deals with this cases).
Edit: That's exactly like ziocleto said, giving the source code usually implies a increase on the price.
Well I have no idea who/what Elance and Jiffy Software are, but as a seasoned developer I would never give away the source code unless specified in a written contract, and that would cost a premium.
So to me it looks like a 100% legit and fair assumption, if you don't ask for it, it's your fault. Source code has got an added value, so you need _always_ to negotiate it up-front. We've made a few apps for clients, and we sold the source code just for 1 app, paid at about 30% surcharge.
On the contrary if you were used to devs that give just give away source code free of charge where _not_ specified, then you were dealing with young/in-experienced devs. Or loads of those freelancer sites are just lacking of business acume.
Sadly for the OP I agree that one has to explicitly check what is being bought at the time of signing the contract.
Also, I never give away source code unless I have to. Having said that I disgree that its a norm for a developer to retain it. Generally with regard to corporate software development the source code forms part of the agreement and is supplied to the client. In general if I develop something at my own risk and then later sell it, then I retain the source and license it to the client.
There are exceptions, but I would say that for a large and professional software house, 90% of the work they do results in the client getting copyright of the source code. This isn't right, but it represents the competitive nature of the business.
I have been using Elance Since 2004, If i am paying a developer to develop a Application for Me (I the Client Should Own 100% Source Code).
What is the use of me paying a developer and i do not have access to the source code.
What Happen if developer that im dealing with is no longer around or dies,
I Will have update my product for future updates for, Bugs Fixes, and i might want to add new features etc..
But always make sure you but that in the contract. Software Development is expensive as it is. You will have to be a damn fool to pay all that money $Thousands of Dollars) and NOT have access to the Source Code.
Just my thought from both a developer and client.
Last edited by forcesteeler; 07-02-2011 at 07:29 AM.
I have been using Elance Since 2004, If i am paying a developer to develop a Application for Me (I the Client Should Own 100% Source Code).
What is the use of me paying a developer and i do not have access to the source code.
What Happen if developer that im dealing with is no longer around or dies,
I Will have update my product for future updates for, Bugs Fixes, and i might want to add new features etc..
But always make sure you but that in the contract. Software Development is expensive as it is. You will have to be a damn fool to pay all that money $Thousands of Dollars) and NOT have access to the Source Code.
Just my thought from both a developer and client.
I completely agree. If I commission software I damn well want the source, just as if I develop it I will do everything within my gift not to let the client have it!
If the developer creates the intellectual property at their own expense, then the software should remain the developers property and they license the software, or the source depending on the model to the client.
If the client pays for the software then 9 times out of 10 they should get the source. The only exception being where the source includes intellectual property the developer already had developed. This is where things get sticky.
What is the use of me paying a developer and i do not have access to the source code.
There are various ways to "pay" a dev for a job.
- You pay them to make you a "product". (No source code)
- You pay them to write some code AND deliver a product
- You pay them to write some code, the product, and the exclusivity of their IP
- You pay them to write some code, the product, and the exclusivity of their IP
and 100% exclusivity of the source code
Now I'm sure there a lot more of combinations you can imagine.
Taking for granted that someone will give you a premium for free it's very very naive from their point of view.
Again, if Elance works like that then it should clearly state that you are not requesting a freelancer fee, but you are actually buying the source code, which as you can see from the combinations I've listed above, it's not an assumption anyone should make.
- You pay them to make you a "product". (No source code)
- You pay them to write some code AND deliver a product
- You pay them to write some code, the product, and the exclusivity of their IP
- You pay them to write some code, the product, and the exclusivity of their IP
and 100% exclusivity of the source code
Now I'm sure there a lot more of combinations you can imagine.
Taking for granted that someone will give you a premium for free it's very very naive from their point of view.
Again, if Elance works like that then it should clearly state that you are not requesting a freelancer fee, but you are actually buying the source code, which as you can see from the combinations I've listed above, it's not an assumption anyone should make.
Elance doesn't have anything to do with it, its up to the developer to offer the service and the price and for the customer to decide what to buy.
I've pretty much refused to bid for anything on Elance because it just drives down rates. So I guess, pay peanuts, get monkeys but not the source code.
This company prides itself as a western based company (which in fact just hires indian developers for their work).
Slightly off topic, but I've worked for Elance before. Not as a developer, but as a writer. I got paid handsomely. Well within standard US rates. I was unaware that I was an Indian. Unless they have a different set of rules for one job than for the other, I doubt your statement is true. You shouldn't run around making claims against someone just because you are angry at them.
That being said, I've done work for other customers on Elance as well, Usually the customer doesn't ask for the source code because they aren't developers and come back to me for additions. But I typically view Elance as a work for hire arrangement, as is laid out in their default contract. In this case, you are entitled to the source code. In fact, just yesterday I had a client I made first contact through Elance ask me to send the source code for the two projects that I did for him. I have no problem doing that. It's what work for hire is, and it's in the agreement.
You do have a legal leg to stand on in order to get the source code, unless the developer specifically mentioned a change in terms from the default.
Slightly off topic, but I've worked for Elance before. Not as a developer, but as a writer. I got paid handsomely. Well within standard US rates. I was unaware that I was an Indian.
Actually, I think he was referring to the specific, Jiffy Software company with which he was working, not Elance in general.
Thanks for everyone views of on this subject matter
I guess from my standpoint, I would hope the outcome is what HemiMG states, "Elance as a work for hire arrangement, as is laid out in their default contract. In this case, you are entitled to the source code."
Though I also understand other comments stating that it would be best if I specifically requested it. Perhaps I was just lucky to have met some good developers (which I am still hiring that provides source codes).
In future, I will definitely ensure this is mentioned for new working relationships to prevent any possible loopholes. Just a thought, If I had refused to provide my Apple account details to them, they could not fulfilled their side of the job. There would be no way they could upload the binary (and not providing me the source code). They declined to reply my request for source codes until the app was submitted. Though, in their agreements, there was no such mentioning that client must provide such information.
Oh well, Just have to cross my fingers that Elance will do something about it.
Thanks everybody. I have learnt a lot from you guys!
Actually, providing others with your account details isn't a very safe option either. First, they have access to all your details, bank information, sales data, app details... They also have access to all your developer certificates and provisioning profiles. I hope you changed the password, at least, after the fact.
Actually, I think he was referring to the specific, Jiffy Software company with which he was working, not Elance in general.
Yes, sorry to the OP. I have been awake too long to read straight apparently.
Either way, the default Elance contract is indeed work for hire. Elance should take care of this issue as that grants the buyer full copyright over the work. Keep us updated summer19791979.
That's exactly my point, the buyer must know what he's buying, if it's a developer fee, a source code, a frappuccino...
The buyer cannot buy a frappuccino and expect a free cookie also...
Well i think not giving the source code is stupid. And the buyer is also stupid for not putting it in the contract. Down the Line you are going to need the Source Code,
Technology Changes everyday, for example When IOS 5 comes out you are going to need the source code to make sure your application runs ok on IOS 5. and hope that you will not Break because your using depreciated APIs' is just one example..
But they will never catch me, there is no way im paying thousands of dollars for a .EXE .
Unless you specifically asked for the source code they can keep it. I know it doesn't sound fair but what's legal and what's fair are two completely different things
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On Elance, provider cannot challenge ownership of final product.
A client from Elance was very kind to inform the following:
The standard Elance contract between provider and client states that the client will be given the full rights to whatever is produced, be it source code or otherwise.
A client from Elance was very kind to inform the following:
The standard Elance contract between provider and client states that the client will be given the full rights to whatever is produced, be it source code or otherwise.
My read of the standard Elance contract does not support the contention that the client has full rights to source code, only the finished product. If I buy a car, I don't get the blueprints for the car, nor the die casting equipment, etc. If I wanted the blueprints for the car, it would cost me much more than the sticker price. I would say that the client has purchased a finished application, not its underpinnings. If the client wanted the underpinnings (source code), the contractor could, on their discretion after negotiating a fair price, sell the client the source code. Furthermore, that sale could be couched in terms that would allow for other uses of the source code.
My read of the standard Elance contract does not support the contention that the client has full rights to source code, only the finished product. If I buy a car, I don't get the blueprints for the car, nor the die casting equipment, etc.
Here is the relevant bit of the Elance contract:
Quote:
Contractor agrees that the Work Product is a work made for hire.
Work for hire means that the employee retains zero ownership of his work. Buying a car isn't the equivalent of commissioning the building of a car to be released by your company. Work for hire contracts are very clear in that the worker retains no rights. Just like a coder working at Apple can't deny Apple access to the source code, a coder working for the OP under a work for hire agreement cannot deny him access to the source code.
OP, is absolutely right. If it's a work for hire then everything and anything the developer has done for OP belongs to OP. EVERYTHING: source, binary, temporary, intermediary, whatever.
Moreover the developer has no right for his own code, meaning he can't reuse the same source code and sell it to somebody else.
It's a norm. When companies hire somebody they don't have to sign a contract for every little work for every little dev. It's automatic: everything you do for hire belongs to those who pay unless it's written in the contract otherwise.
Devs who try to bend the rules are asking to be sued big time. I'd first contact elance and see what they can do when devs violate agreement and then would think about further legal action.
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Now, it's not really a matter of being able to get the app updated or not. It's really their tone in reply that bugs me a lot haha. Just got this fresh reply after posting Elance's legal link provided by a kind user:
:Jiffy:
As you may or may not be aware, my family is the owner of Jiffy Software. We are a family of individuals with a "legal education", "which we're aware you do not have the benefit of". For this purpose, I shall draw your attention to the very first section:
1. Member Contract
Upon Client’s award and Contractor’s acceptance of a Job on the Site, Client agrees to purchase, and Contractor
agrees to deliver, the Contractor Services in accordance with the following agreements (collectively, the “Member
Contract”): (1) the Terms of Service; (2) the Job terms, as awarded and accepted on the Site, to the extent not
inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Client
and Contractor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below);
and (4) this Services Agreement.
The provisions of this Services Agreement may be modified by Job terms awarded and accepted on the Site or other
contractual provisions accepted by both Client and Contractor and uploaded to the Site. However, the other
provisions of the Terms of Service besides this Services Agreement (the “Mandatory Terms”) may not be modified.
Conflicts in the Member Contract shall be resolved in the following order of precedence: (1) the Mandatory Terms; (2)
the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any
other contractual provisions accepted by both Client and Contractor and uploaded to the Site, to the extent not
inconsistent with the Mandatory Terms; and (4) this Services Agreement. Notwithstanding anything to the contrary,
Client and Contractor both agree not to enter into any contractual provisions or Job terms in conflict with the
Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null
and void while the other parts of the Member Contract shall remain valid and binding.
# # #
What this says is that terms and conditions, like those of our Standard Terms and Statement of Work, modify the standard Elance agreement, which I agree with you does favor sending the source and work product. However, every term in this agreement, with the exception of the Elance Mandatory Terms, which have to do with the payment. In short, this agreement does not apply to any aspect of our relationship, other than the mandatory terms, where we have stated or exerted a right in our written agreement that was accepted in our Terms screen on Elance.
In short, the provision that you get the source in this agreement is not enforceable.
I further draw your attention to how Elance solves conflicts. They examine the terms in the following order:
"(1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Client and Contractor and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) this Services Agreement. Notwithstanding anything to the contrary,"
This means that our terms prevail over that in this PDF
And even if they as said, I don't have the benefit of legal education that the whole Jiffy family has, it's just shady practices which Elance should not accept.
No information was communicated regarding price of job for source code and without it. There is simply no way to compare and analyze. They would definitely be not getting my job if I knew this was the case.
Then after the app is finished, they say it is not provided and will require a price that is equivalent to approx 95% of the cost of the app. Now, they use such arrogant tone to bully newbies.
Elance has yet to decide, and they are already saying Elance's terms will not apply.
Well... duh... yeah... here are the "Mandatory Terms":
---
Ownership of Job and Intellectual Property. Contractor agrees that the Work Product is a work made for hire. Upon Contractor’s receipt of payment from Client, any Intellectual Property Rights in the Work Product will be the sole
and exclusive property of Client, and Client will be deemed to be the author thereof. If Contractor has any rights to such Intellectual Property Rights that are not owned by Client upon Contractor’s receipt of payment, Contractor
hereby automatically irrevocably assigns to such Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth below, Contractor retains no rights to use such Intellectual Property Rights and agrees not to challenge the validity of Client’s ownership in such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
---
Contact elance. They should just close their account at the very least.
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w\o an agreement you can't expect to have sourcecode.....Seem that Elance has an agreement that force the developer to send source code to client, but that i know it is not usually respected (to mantain price low)....let us know what Elance will say about it.
Is important to clarify that source code has another price. Example: application cost 1x, source code can cost from 2x up to 10x depend on many factors.
For that site like Elance suck, they generally keep the price low (due to many developers from different country) and moreover expect that developer send source code...
Quote:
Originally Posted by ziocleto
The buyer cannot buy a frappuccino and expect a free cookie also...
a best example: The buyer cannot buy a frappuccino and expect to have the cup and spoon for free...
Developer refuses to provide source code after app is completed!
Thanks for everyone views of on this subject matter
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