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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Hi,I hope someone could help me with a contract dispute.

Resolved Question:

Hi, I hope someone could help me with a contract dispute. I own a small company that deals with rental properties. I designed an excel software which I have been using for some years. I met a gentleman at my business networking group, who works for a design company with whom I had had numerous conversations over a year. I decided to show them my excel spreadsheet and I asked them to translate it into an App. We signed a contract but after construction of the App, I discovered that they have kept the full rights to my App. I have been asked to pay not only the full price to build the app, but also a yearly Licence fee to run it and I still do not have any rights to leave them. If I decided to leave, I would loose everything I had paid for. I am in a way trapped. I hvae investigated the matter with other App developpers who explained to me that I should not be charged twice. The norme is to charge clients either a Licence fee and the developper keeps the ownership of the App, or the client pays a full price and the customer own sthe rights. In my case, I am paying both and own nothing. My question to you is, how do I get out of a contract which i signed in total ignorance?

Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts : Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply, but rest assured I will be giving your question my immediate attention upon return You do not need to wait here as you will get an email when I reply.
Alex Watts : Is there a termination clause please?
Customer:

Hello Alex,

Customer:

There is no termination clause in the contract.

Alex Watts : But it's your work?
Customer:

Hi Alex, it is my work but they designed it into an App for me.

Alex Watts :

Did you ever assign the intellectual property to them please?

Customer:

By law, it is a "work made for hire" which means that theorically I should own the rights to the source code. I did not know this before signing the contract.

Alex Watts :

What does the contract say about the intellectual property?

Customer:

It says that they own it

Customer:

I feel tricked in a way.

Alex Watts :

Didnt you read it before you signed it?

Customer:

I did, but I did not understand what it meant. I did not know that I could never leave them. If I leave, I will lose everything I had paid for.

Alex Watts :

Did you not take legal advice?

Customer:

No I didn't.

Alex Watts :

Its bad news then I am afraid

Alex Watts :

If it says it in the contract and you didnt read it, if you went to Court a Judge would ask you why not

Alex Watts :

The Judge would also say that as a businessman (developer) then you could and should have taken legal advice or read it

Alex Watts :

You may have a claim for your IP but with the contract saying they own the IP for the work they do - it may be possible to claim the IP work you have done but not theirs

Alex Watts :

But sadly the contract appears to be binding

Alex Watts :

I am sorry if this is not the answer you want and certainly not the one I want to give you, but I have a duty to be honest

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

What about the nature of the contract which is anti consumer in the first place?

Customer:

surely, the contract was not based on honesty.

Alex Watts :

You are not a consumer, its not a consumer contract

Customer:

the nature of the work given follows a different law.

Alex Watts :

You own a small company that deal with excel software.

Alex Watts :

You contracted another company

Alex Watts :

Its not consumer law

Alex Watts :

I am sorry

Customer:

I am a property manager. I do not own a software company. I designed a spreadsheet to help manage my portfolio.

Alex Watts :

Yes. But you did not act as a consumer

Alex Watts :

You sadly signed a contract either without reading or understand it and didn't take legal advice.

Alex Watts :

You are bound by that contract, I am sorry

Alex Watts :

A consumer is for example buying from a shop or other matter

Customer:

Lesson learned. Thank you for your help.

Alex Watts :

I am sorry its not better news I really am

Alex Watts :

If I could invite you to rate my service before you go, if the system wont let you please tell me

Alex Watts :

If you need more help, please click reply

Customer:

ok. Have a nice day.

Alex Watts :

And you.

Customer:

Hi Alex, I am not able to rate you because when I click on the smily face, nothing happens.

Ash and other Law Specialists are ready to help you
Expert:  Ash replied 3 years ago.
Try now.

Thanks

Alex