Who owns the rights to a website, app or design after development: what to do under Georgian law

What to do

1. Main rule: the property rights in a commissioned work belong to the client, unless the contract provides otherwise (Law of Georgia on Copyright and Related Rights, Art. 43). Read the contract: is there a clause saying the rights remain with the contractor, a licence, or “after payment”? Without such a proviso, the rights belong to the client, and reselling the code or design infringes them. A program is a literary work (Art. 6).
2. Form is the client's weak spot. Contracts transferring rights, contracts for creating a work, and licence agreements must be in writing (Art. 42). A transaction without a required form is void (Civil Code of Georgia, Art. 59). With an oral order, the contractor will cite nullity, so look for signed offers or invoices. Handing over a medium (files, a copy) does not by itself transfer rights (Law on Copyright and Related Rights, Art. 7).
3. If the contract is a licence: the right granted under it is considered non-exclusive unless otherwise agreed (Art. 38). Modes of use not listed in the licence remain with the author (Art. 40). Without a stated territory, the licence is valid only in Georgia (Art. 40). Without a stated term, the author may terminate the licence after 3 years by written notice given 6 months in advance (Art. 40).
4. Source code and rework: the author must create the work under the contract and hand it over to the client (Art. 43), including the source code if it is part of the subject matter. Reworking and modifying a program is an exclusive right of the rights holder (Art. 19). Without this right, the lawful owner may, without consent, only adapt the program for operation and correct obvious errors (Art. 28). The author always retains personal non-property rights, which remain with the author even when property rights are assigned (Art. 17). The author may object to changes made without his or her consent (Art. 17), so consent to changes should be obtained.
5. Protection: a demand (hand over the source code and access, stop the resale), then a lawsuit for failure to perform the copyright contract, seeking damages including lost profit (Art. 44). For the future, the contract should transfer all property rights, modes of use, territory, term, source code, domain and accounts to the client.
6. Where to apply: demand to the contractor, then the district (city) court. For a logo or brand: trademark registration with Sakpatenti.
7. Evidence: contract, terms of reference, correspondence, payment records, acceptance certificate, repository, screenshots of the resale.
8. Pitfalls: “I paid, so it's all mine”, without a written contract, is open to challenge. A “right of use” in the contract is a licence, not a transfer of rights. A domain and accounts registered to the contractor.

Be sure to check

• general rule: property rights in a commissioned work belong to the client unless the contract says otherwise
• written form of the contract and the consequences of its absence
• transfer of rights versus licence (non-exclusive by default, unlisted modes remain with the author, territory)
• the author's inalienable personal rights and the right to modify the code
• how to demand delivery of the source code and what to stipulate in the contract