When the deliverable was accepted but never transferred: what to do first
Acceptance and assignment are different legal events. Acceptance confirms that the deliverable matches the specification and was delivered on time. It says nothing about who owns the copyright or the database right in it. If the contract has no assignment clause, the creator, or its employer, keeps the title, regardless of what the acceptance certificate states.
This gap is common, and it is rarely deliberate. Teams sign off on delivery because the work runs, the tests pass, and the invoice is due. Ownership of the underlying rights is a separate question, decided by a separate clause, and that clause is often missing, incomplete, or written for a different deliverable than the one that was actually built.
The legal basis
Two EU-level rules touch this gap directly. Directive 2009/24/EC sets a default rule for computer programs. Where an employee creates a program in the course of employment, the employer holds the economic rights unless the parties agree otherwise. That default protects the employer against its own staff — it says nothing about the relationship between a vendor and its client.
Directive 96/9/EC creates a separate sui generis right for the maker of a database, meaning the party that took the initiative and the risk of the investment in compiling it. That maker is not automatically the party that commissioned or paid for the database. Without a contractual transfer, the sui generis right can sit with the vendor even after the client has accepted, deployed, and paid for the database in full.
Neither directive assigns rights between a vendor and a client. Both set who holds a right by default, in the absence of agreement. The actual transfer, if the parties want one, depends on the contract and on the national law that governs its formal requirements.
| Deliverable type | EU-level default rule | What acceptance does not do |
|---|---|---|
| Computer program | Directive 2009/24/EC | Confirm the assignment of economic rights |
| Database | Directive 96/9/EC | Confirm the transfer of the sui generis right |
| Design, text, or other creative work | No EU-level default rule in this register | Confirm any transfer of rights |
What changes in practice
Without a signed assignment, the client typically holds a licence to use the deliverable, not ownership of it. The scope of that licence is often unclear, because the contract was drafted around delivery milestones, not around rights. The vendor can still licence the same work to a competitor, modify it independently, or withdraw support at renewal.
The risk grows once the deliverable becomes load-bearing. If the client plans to sell a product built on it, raise investment against it, or run due diligence for a transaction, an unresolved ownership gap surfaces at the worst possible moment — usually during a buyer's or investor's review, not before.
What to do first
- Pull the contract and the acceptance certificate together. Confirm, in writing, whether an assignment or licence clause exists, and which deliverable it names. (Legal or contract owner)
- List every component inside the deliverable — source code, data sets, design files, documentation — and mark which regime from the table above applies to each. (Legal, with the delivery lead)
- Compare that list against what the contract actually transfers. Gaps usually sit in components added late, built by subcontractors, or reused from an earlier engagement. (Legal)
- Send the vendor a written request for a signed deed of assignment. Reference the accepted deliverable, the acceptance date, and the payment already made. (Commercial owner or legal)
- Record the date the gap was discovered, and set a response deadline inside the request itself. This date is usually the one a limitation period runs from. (Legal)
- If the vendor does not respond or refuses, escalate to the forum named in the contract's dispute clause before that deadline runs out. (Legal)
Who decides, and on what timeline
The forum is usually the one named in the contract's dispute-resolution clause — a named court or an arbitration body. Where the contract is silent on forum, the competent civil court under the applicable national law takes the case.
The decision rests on the written record: the contract terms, the acceptance certificate, correspondence about the deliverable, and the presence, or absence, of a signed assignment deed. Silence in a standard-form contract is generally read against the party that drafted it, under the interpretation rules that ordinarily apply to such agreements. Oral assurances that "of course you own it" carry little weight against a written record that says otherwise.
If the facts differ
If the deliverable sits inside a contract that is up for renewal, the ownership gap often surfaces alongside a pricing dispute — the situation covered in The renewal price doubles technology contract.
If development was funded through a token sale rather than a conventional services contract, the ownership question layers onto the funding structure described in When the token funds development in practice.
If the vendor has since been acquired, restructured, or dissolved, the assignment request goes to whichever entity now holds the vendor's contracts. Confirm that succession before sending the request, since a request to a dissolved entity does not stop any clock.
What this page does not resolve
This page does not calculate a limitation deadline for a specific jurisdiction. That figure depends on the national civil code governing the contract, and it is not part of this register. It does not replace a line-by-line review of the contract and the acceptance documents by counsel. It also does not cover cases where the deliverable was rejected outright — only cases where it was accepted and paid for.
Sources and limits, verified
Verified on 12 March 2025. The two EU-level references above are Directive 2009/24/EC and Directive 96/9/EC, cited from the official EUR-Lex text of each act.
Where the missing transfer concerns an asset already booked abroad, confirming the position starts with a registry search rather than a contract review — see Asset in Italy: what can be established.
Where the vendor is unresponsive because it is already winding down, the practical question shifts from assignment to recoverability — covered in Debtor report before writing off explained.
Related situations
A related gap appears when a group restructuring moves the team but not the rights. See What to do first in this situation and its counterpart, covering that scenario within the same practice.
If this gap sits inside a live contract, a first read of the assignment clause takes minutes, not weeks. Aurelis reviews the contract and the acceptance file within one working day, and a first reply from a partner arrives within minutes during business hours.
FAQ
What is the first step when the deliverable was accepted but never transferred?
Pull the contract and the acceptance certificate together, and check, in writing, whether an assignment clause exists and which deliverable it names. Most gaps show up at this first read, before any request goes to the vendor.
Which deadline is already running?
A limitation period for claiming the missing assignment starts running under the national civil code that governs the contract, usually from the date the gap was discovered or should reasonably have been discovered. The exact length of that period depends on the applicable code, not on this page.
Who decides, and on what evidence?
The forum named in the contract's dispute clause decides, or the competent civil court if the contract is silent on forum. The decision rests on the contract text, the acceptance certificate, and the correspondence exchanged about the deliverable.