When an agency keeps the design files: what to do first
An agency that finishes a project but keeps the native design files leaves you exposed, even after full payment. Ownership of the finished output does not automatically extend to source files, layers, fonts or the code inside them. Request the files in writing, set a fixed deadline, and treat silence as a dispute rather than a delay.
Basis
Two EU directives frame what is actually protected inside the withheld files. Where the files contain source code — templates, scripts or generated markup — that code is protected as a computer program under Directive 2009/24/EC. Where the files amount to a structured, indexed collection of assets rather than a single work, that collection may qualify for protection under Directive 96/9/EC. Neither directive decides who owns the copyright in a particular file. Both tell you what kind of work is at stake once ownership is established, which shapes how a court or arbitrator reads the deliverables clause.
Practical consequence
Without the source files, you cannot maintain, audit or transfer the work independently. You depend on the agency for every future change, which is leverage it did not have while the project was running. If the underlying contract included a security clause governing how files are stored and handed over, that clause sits alongside the ownership question, not instead of it. See A security addendum arrives with the order form technology for the separate steps that apply when such a clause exists.
What to do
- Pull the contract and locate the deliverables clause. Check whether it names source files, editable formats or code, and not only the final rendered output.
- Send a written request for release with a fixed deadline — five to ten business days is standard practice.
- Preserve every invoice, email and change order. They are your evidence of payment and of what was agreed as deliverable.
- If the agency cites a security addendum to justify the delay, treat it as a separate obligation, not as a right to withhold the files.
- If there is no response by the deadline, send a formal notice through counsel, referencing the deliverables clause and the missed date.
- If the notice produces no result, escalate to the forum named in the contract, or to the competent national court if none is named.
Who decides
The forum depends on the contract. An arbitration clause sends the dispute to arbitration; its absence sends it to the competent national court. Either forum examines the same evidence: the deliverables clause, the invoices, the correspondence and how the relevant discipline understands "final files".
| Forum | What is examined | Typical trigger |
|---|---|---|
| Arbitration under the contract | Deliverables clause, invoices, correspondence | Arbitration clause present in the contract |
| Competent national court | Same evidence, plus applicable civil procedure | No arbitration clause, or interim relief needed |
| Internal escalation with the agency | Contract terms, payment status, missed deadline | Before a formal notice is sent |
Forks
If part of the withheld material has already been tokenised — for instance, design assets minted as part of a digital collection — the file dispute intersects with how the token itself is classified. See When a token is classified differently than expected explained if that overlaps with your case.
If the agency argues that the files were never part of the deliverable, the dispute becomes a scope question, decided on the same contract clause rather than on general ownership rules.
If the withheld files include integrated third-party libraries, your ownership of the surrounding work does not extend to those components. They remain under their own licence, and the agency cannot release rights it never held.
Sources and limit
This page does not establish who holds copyright in a specific file. That depends on the contract, the contributions of named individuals, and evidence outside the scope of a single situation guide. It does not cover criminal remedies, and it does not cover enforcement outside the EU.
Before litigation, it helps to know whether the agency has recoverable assets at all. See what a registry check can establish: Asset in Estonia in practice.
If the agency has already stopped responding, its debtor status matters as much as the file dispute itself. See Debtor in Estonia step by step.
Verified: 2025-06-01 — sources: Directive 2009/24/EC; Directive 96/9/EC.
Related publications
A comparable dispute over source material arises when a founder leaves and takes the prototype rather than an agency withholding files. See When a founder leaves with the prototype in practice.
FAQ
What is the first step when an agency keeps the design files?
Locate the deliverables clause in the contract and send a written request for release, with a fixed deadline. Do this before any other step.
Which deadline is already running?
The deadline you set in the written request starts the clock you control. If the contract also states a delivery or handover period, that period may already be running independently of your request.
Who decides, and on what evidence?
The forum named in the contract, or the competent national court if none is named. Both examine the deliverables clause, the invoices, the correspondence and the agreed scope of the project.