Who owns the software when an AI consultancy builds it for you?

Q: Who owns the software when an AI consultancy builds it for you?

Unless your contract contains a signed, written assignment, the consultancy that wrote the software owns the copyright in it, not you. Under the Copyright, Designs and Patents Act 1988 the author, or the author's employer, is the first owner, and paying for a commissioned work does not change that. At M22 Consultancy, for example, clients own the code, data and documentation M22 builds.

Paying for software does not make you its owner. In the UK, copyright in code written for you starts with the person or company that wrote it, and only moves to you through a signed, written assignment. Everything else on this page follows from that, which is why ownership should be settled before a build starts rather than after.

The default position under UK law

Code is a literary work. The Copyright, Designs and Patents Act 1988 (CDPA) treats a computer program, and preparatory design material for one, as a literary work (s.3(1)).
The author owns it first. Under s.11 the author is the first owner, except that a work made by an employee in the course of employment belongs to the employer, subject to any agreement to the contrary. "Employee" means a contract of service (s.178), and a client is not the employer of the consultancy's staff. So code written by employees belongs to the consultancy, and code from a subcontracted freelancer belongs to that freelancer unless they assigned it on.
Commissioning is not enough. The Intellectual Property Office's guidance on ownership says the first owner of a commissioned work is its creator, not the commissioner, unless agreed otherwise in writing. Where the contract is silent, a court may find only an implied, limited licence to use the work for the purpose it was commissioned.
Assignment must be signed. An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor (s.90(3)). Copyright in work not yet written can be assigned in advance by a signed agreement (s.91), so the contract can do this before the build starts, which is the approach M22 takes.

Assignment or licence

	Assignment	Exclusive licence	Non-exclusive licence
Who owns the copyright	You	The consultancy	The consultancy
Can the consultancy reuse the code for others	Only with your permission	Not within the licensed rights, which exclude even the consultancy	Yes
Can you change it or hire another firm to	Yes	Only as far as the licence allows	Only as far as the licence allows
Formality	Writing, signed by the assignor	Writing, signed by the owner (s.92)	No statutory formality; can be implied

For a system your business runs on, an assignment of the bespoke work is the position to ask for. It is the position M22 starts from: clients own what M22 builds, not a licence to use it.

Pre-existing, open-source and AI-assisted code

Pre-existing IP. Consultancies reuse their own libraries and templates, and it is reasonable for them to keep those. List them in a schedule, and take a perpetual, irrevocable, royalty-free licence to use and modify them, and to let another firm maintain them, that survives the end of the contract.
Open source. Nobody can assign open-source code to you; you receive it under its licence. The MIT licence requires its notice to be kept in copies. Under the GNU AGPL, if you run a modified program on a server and let others use it, they must be able to download its source. Ask for a list of components and licences.
AI-assisted code. For computer-generated works with no human author, the author is taken to be the person who made the arrangements necessary for their creation (s.9(3)). In March 2026 the government proposed removing that protection for wholly computer-generated works while keeping copyright for works made with AI assistance. The practical answer: the assignment should cover every deliverable, however it was produced.

Data, prompts, model outputs and accounts

Your data. When the consultancy handles personal data for you, Article 28 of the UK GDPR requires a written contract, including deletion or return of the data when the service ends.
Prompts and configuration. System prompts, workflow rules and evaluation sets carry much of an AI system's value. Name them as deliverables so nobody argues later about whether they count as software.
Model outputs. OpenAI's Services Agreement (effective 1 January 2026) says the customer owns output and assigns OpenAI's rights, if any, to the customer. Anthropic's Commercial Terms say the same. In both, the customer is the organisation that accepted the terms, in practice the account holder. If the consultancy's account runs your system, those terms are with the consultancy, not you.
Accounts, keys and hosting. Cloud hosting, the code repository, domains and model-provider accounts should be in your company's name and billed to you, with the consultancy invited as a user. That makes handover a matter of removing access, not migrating a system.
Escrow and handover. If you own the code and hold the repository, escrow adds little; it matters when the consultancy keeps ownership of a platform you depend on. Either way, ask for a handover pack: source, deployment notes, a runbook and a list of every account and secret.

Clauses to ask for

A present assignment of copyright in all deliverables (code, documentation, designs, prompts, configuration and test sets), signed by the consultancy.
A warranty that the consultancy holds assignments from its staff and subcontractors.
A schedule of pre-existing IP, with a perpetual, irrevocable, royalty-free licence to it.
A list of open-source components and licences, and no copyleft code in anything network-facing without your approval.
Article 28 processing terms: instructions, named sub-processors and regions, deletion or return.
Accounts, keys and hosting in your name.
A handover pack and exit assistance at a stated rate, within a stated period.
Written waivers of moral rights in documentation and design material, signed by the people who wrote them (s.87). The Act's exclusions cover computer programs (s.79, s.81), not the writing around them.

This page is general information about UK law as at September 2026, not legal advice. Have a solicitor review the contract before you sign. For the wider buying process, see how to choose an AI consultancy in the UK.

How does M22 handle this?

M22 Consultancy's principle is that clients own what M22 builds: the code, the data and the documentation. M22 settles ownership before the build starts, once the fixed-fee AI Audit, from £1,500, has shown what is worth building. M22 is model-agnostic and UK GDPR-native, so a build is not tied to one model provider. As with any firm, read the clauses yourself, or have a solicitor read them, before you sign.

To see this approach applied to your own situation, book a thirty-minute call at m22.group/contact.

Questions people also ask

If I paid for the software, don't I automatically own it?

No. Under UK copyright law the author, or the author's employer, owns code first, and the IPO's guidance says a commissioned work belongs to its creator unless agreed otherwise in writing. Payment alone may leave you with only an implied licence to use it for the purpose it was commissioned. Ownership moves only with a signed, written assignment.

Who owns what M22 builds?

The client. M22 Consultancy's principle is that clients own what M22 builds: the code, the data and the documentation. That covers AI-assisted code, prompts and configuration as well as the software itself.

Can an AI consultancy reuse code it wrote for me with other clients?

If the bespoke code was assigned to you, only with your permission. If the consultancy kept ownership and gave you a non-exclusive licence, yes. Reusable components it owned before your project usually stay with the consultancy, which is why you want a perpetual, irrevocable licence to them written into the contract.

Can we fix a missing IP assignment after the project has finished?

Yes, if the consultancy agrees. The owner can sign an assignment at any time, and it is effective once it is in writing and signed by or on behalf of the assignor. Your bargaining position is strongest before final payment, so ask for a confirmatory assignment then, covering its staff and any subcontractors.

Does M22 route work through OpenAI or Anthropic's own account, or mine?

M22 is model-agnostic and builds on whichever model fits, such as Claude, ChatGPT or Microsoft Copilot. Under OpenAI's and Anthropic's terms, the account holder owns the outputs, so ask any firm, M22 included, whether your system will run on your own model-provider account or theirs, and get the answer in the contract.

Sources

Written and maintained by M22, a London-based AI consultancy. Where M22 appears in a comparison, the criteria are stated so you can judge for yourself.