When freelancers signed nothing: what to do first
When a freelancer delivers code, a design or a dataset without a signed assignment, the client does not automatically own the result. Default ownership sits with the person who created the work, not with the person who paid for it. The first step is not negotiation. It is establishing what was made, when, and whether a statutory default already applies.
The starting point in law
Two EU acts frame the default position for software and databases. Directive 2009/24/EC sets a default rule for computer programs: economic rights created by an employee acting within their duties belong to the employer, unless the contract says otherwise. A freelancer is not an employee, so this default does not carry the client's expectation of ownership across automatically. Directive 96/9/EC governs the protection of databases, and a dataset the freelancer compiled may fall within its scope, again without an automatic transfer to the client who commissioned it.
The practical reading: the absence of an employment relationship is exactly why a signed assignment matters more for freelance work than for staff output. Nothing in either directive fills that gap on its own.
What this means in practice
Without a signed assignment or licence, the client holds no exclusive right to reproduce, modify or sublicense the code, the design or the underlying data. Continued use may be tolerated under an implied, narrow licence, but that licence typically stops short of resale or relicensing to a third party. The freelancer, in principle, remains free to reuse the same material elsewhere, or to demand a fee for continued use by the client.
| Deliverable | Default owner without a signed assignment | What the client typically gets |
|---|---|---|
| Source code | The freelancer, as author of the program | An implied, narrow licence to use the delivered version |
| Visual design or UI assets | The freelancer, as author of the work | Use for the agreed purpose only, no right to resell |
| Compiled dataset or database | The freelancer, as the party who invested in compiling it | Access for the agreed purpose, not extraction rights |
What to do first
- Collect every version of the deliverable, with timestamps and commit or file history, before contacting anyone.
- Identify precisely what was delivered: code, a design file, a dataset, or a mix. Each carries a different default.
- Check any existing written communication — an email, a purchase order, a chat message — for wording that touches ownership or licence, even loosely.
- Stop further deployment, resale or sublicensing of the result until the position is confirmed. Continued use complicates a later negotiation.
- Ask the freelancer, in writing, to confirm the intended scope of use. Keep the request factual, not framed as a threat.
- Instruct counsel to prepare a short assignment or licence for signature, dated back to delivery if both parties agree to that date.
Who decides, and on what timeline
Absent agreement, the dispute is resolved case by case: first by negotiation, then, if that fails, by the competent civil court named in any purchase order, or otherwise the court where the freelancer operates. A court weighs contemporaneous evidence — delivery records, correspondence, payment history — not later recollection of intent. There is no fixed statutory clock that starts the day work stops, but exposure grows with every additional day of use, so delay itself becomes the cost.
Where this splits
If the freelancer's code already feeds into a service governed by a service-level commitment, an unresolved ownership question can collide with a separate contractual trigger on the service side. See An SLA credit regime is triggered technology contract for that adjacent scenario.
If the results include a tokenised asset built on the freelancer's own code, the same ownership gap can affect whether an exchange accepts the listing at all. See When a listing is refused in detail.
What this page does not resolve
This page does not draft the assignment agreement itself, and it does not fix a fee for continued use. Both depend on facts specific to the engagement.
Nor does it establish who currently controls or holds the disputed asset. Asset in Latvia in practice covers what can be established about a counterparty's holdings before a claim is filed.
It also does not establish whether the freelancer has resources to answer a claim, or existing debts that would affect recovery. Debtor in Latvia step by step covers what can be established about a debtor before litigation starts.
Verified
Checked against the sources below as of 20 May 2025.
- Directive 2009/24/EC — legal protection of computer programs
- Directive 96/9/EC — legal protection of databases
Related publications
The starting point changes if the code in question was never delivered to a shared repository at all. See When source code sits on a personal account explained for that scenario.
Where the facts are still unclear, a short conversation before any letter is sent usually saves time later. We are available to walk through the specific deliverable and the specific gap in writing.
FAQ
What is the first step when freelancers signed nothing?
Establish the facts first: what was delivered, when, and in what form. Contact with the freelancer should follow that, not precede it.
Which deadline is already running?
No statutory clock starts on the day the freelancer stops working. Exposure grows with continued use of the result, not with a fixed date, so delay itself is the risk.
Who decides, and on what evidence?
Absent agreement, the competent civil court decides, based on contemporaneous evidence: delivery records, correspondence and payment history, not on later recollection of intent.