Developer ethics - locked in customer

[PeterK]

I'm looking for a little guidance. The small business I work for paid a FM developer some pretty good money (around $25K) to write a CRM system to our specs using FMP Server 5.5. This was a couple years ago, and the system is nicely done and works very well. I have no complaint about the quality of the system. We've been using it for a couple years and have TONS of important data we've put in it. But the system is totally locked up - we have passwords to enter data and print reports, but no permissions to change layouts or scripts or do raw data exports.

Here's the problem - the developer has many other jobs and interests and is not very interested in working with us to update the system for minor tweaks and changes that we need from time to time. When we can convince him to do anything, it takes forever and we have endless arguments about the money involved. Also, he programmed in various export facilities for data that we wanted when the system was first designed, but there is no flexibility there, and some data simply cannot be exported.

The contract we originally signed is incredibly vague. As far as I'm concerned, both the original developer and us were foolish not to specify in writing who was to own the data and who was to own the code, etc. But as far as I can tell, there was no explicit agreement.

Other than go back into the past and rectify a bad agreement (bad to both parties, in my opinion) what do you think our next step could be? Would it be ethical for us to hire a different developer, have them crack the password, so we can have control over our own system and data? I don't want to steal the developer's code and re-sell it or anything, we just want to control our own destiny a little here. I wasn't around two years ago, but the powers that be at my org believed that they would have control over the system, since it was programmed in Filemaker - they were used to using very simple Filemaker files and they were naivie and didn't understand the power of passwords.

Thanks for advice. -PeterK

[stanley]

Peter:

Welcome to the Forums.

If the contract you signed is indeed as vague as you suggest, meaning that it does NOT explicitly assign ownership of the solution to the developer, then the solution is yours. You hired the developer to create a system for you, and he delivered it. It's yours. The data is obviously yours, and the customized solution is yours as well.

The key is that your data is in the solution, but you have no direct access to YOUR OWN DATA, even though you paid for your own customized solution. As a developer myself, I consider it extremely unethical for someone to deliver a $25,000 system and not hand over full access to the purchaser.

Now, I'm a developer and not a lawyer, so you really ought to have a lawyer look at the contract before you continue. However, I will say that the common assumption among developers is that when we build custom systems, the ownership of that system will reside with the client, so long as they actually pay for the thing.

Once you get to the point where you have assured yourself that you own the solution, you can crack your passwords via:

http://www.lostpassword.com/

Best of luck.

-Stanley

[Lee Smith]

Hi Peter,

Stanley has made some good recommendations. My recommendation is for you to See a Copyright savvy Attorney, because of the special problems surrounding copyright rights.

The attorney will best advise you on how to proceed.

IMO, the vaguer the better it is for you. Hopefully your requests and responses have been memorized in someway (i.e. written correspondences, memos to file, record of phone calls, phone log, etc.).

HTH

Lee

[LaRetta]

I consider it extremely unethical for someone to deliver a $25,000 system and not hand over full access to the purchaser.

I agree, Stanley. They should have access to make changes (even in case an in-house Developer dies in the middle of it). But not my Master Password! And be sure you have a good audit tracking in place if you hand over design access (and for $25,000 it had better) and be sure your Contract addresses the issue of changes being made by someone other than yourself. Otherwise you may be held responsible cleaning up a mess after Owner innocently changes 'one little tiny thing' which breaks their Receivables.

I can trap when someone enters Define Fields, etc by only allowing it via script Open Menu and Timestamp/UserName to field. But I have yet to figure how to determine WHAT is changed when they are set free in this realm. It seems that only a comparison to backup copy provides this information. I wish DDR would also provide a file comparison utility so we can pinpoint design changes. Because even trapping WHEN they enter design mode doesn't tell us WHAT they did.

LaRetta

[stanley]

LaRetta:

I make it clear to my clients that the CD on which the solution is delivered contains the Actual Product, and that if they hire someone else to modify it, and something goes wrong, they can always go back to what's on the CD. I also include instructions on how to get their data from corrupt/altered files into a clean copy from the CD, so that they can essentially get back to using the version they paid for.

I also hand over all passwords - once the solution is paid for, it's up to the client to deal with upkeep & alterations. Maintenance & alterations are handled on a separate contract altogether. In this way, I like to keep the development & delivery (and most of the cost) separate from whatever minor alterations may come after...

-Stanley