Copyright Ownership, Disclosing of Business Addresses, and Pricing Options: Three Essential Legal Insights

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It's time for Three Things Thursday, where we share valuable insights from our Savvy Shay Business Club surgery. This week, we cover important topics related to copyright ownership, using alternative business addresses, and pricing options for your programs. Keep reading to learn more!

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How should I write the copyright notice on my materials and who should own the copyright? Me in my individual capacity, in my trading name or my limited company?

The legal position is that the owner of copyright is the creator of the original work. The exception to that is where a person has created an original work in the course of their employment, in which case the employer owns the copyright, unless expressly stated otherwise, for example in an employment agreement.

So if you are trading through a limited company and you are the sole director and shareholder and take a salary (i.e. you are an employee), then the legal position is that any copyright in an original work that is created for your business would be owned by the limited company and not you as an individual.

If you are a sole trader, then you as an individual would own the copyright in any works created.

As to how you would write the copyright notice, it should be the copyright symbol ? followed by the name of the copyright owner e.g. ABC Limited and then the year in which the work was created eg 2023. If it is a work that is constantly being updated, such as your website, the typical convention is to include a range of dates e.g 2010 - 2023. You should also add to the end of this statement “All rights reserved" as this brings a greater chance of succeeding in a claim for infringement of copyright in certain jurisdictions.

That is the most simple form of copyright notice and would be appropriate for the bottom of each page of a document or PDF slides etc. However you may want to consider a longer copyright notice on the front of more valuable IP such as trainings or handouts the programs etc.

In my Small Business Legal Academy we have four different lengths of copyright notice for different scenarios.

Remember that the absence of a copyright notice does not mean that you do not own the copyright, but it may make it more difficult to bring a claim for infringement in certain jurisdictions.?

As to who should actually own the copyright, there may be a reason that you as an individual want to own the copyright rather than your limited company.?

That might be for tax reasons or if you want to ring fence the copyright so that it is not an asset owned by the limited company, e.g. if you plan to sell the company and want to be able to continue to use your copyrighted materials after the sale. Larger organisations will have group companies that purely hold IP and operating companies will pay them a licence fee to use it; this is mainly tax driven by international tax differences. However, saying that, no matter how small your company is, it's always worth talking to your accountant/ tax advisor about the tax treatment of IP owned by your company as compared to it being owned by you as an individual.

If you do want to assign the copyright in your creations to another legal entity – whether that is from you as an individual to a limited company on its formation (or otherwise) or whether it is from your limited company back to you as an individual, or indeed from one limited company to another, you always need to have a written assignment, or the assignment will not be effective.

We have a template for an IP assignment in my Small Business Legal Academy.?

Can I use a business address in London that is not my trading address or my registered office address for the purposes of customer contact and increasing local SEO? Can I use a PO Box?

There are a number of regulations that talk about the disclosing of business addresses. I discuss these in this blog post here.?

In the various regulations, there are two addresses that you legally need to disclose - your registered address and your geographical address.

A geographical address has been deemed to be interpreted (by virtue of guidance within the EU) as the place at which the trader’s activities under the contract are carried out whereas the “place of business” of the trader is to be interpreted, in accordance with the case law, as the place where the essential decisions concerning the general management of the trader’s business are taken and where the functions of its central administration are exercised. However, I don’t believe the UK regulators have opined on this issue.?

One of the regulations that includes a requirement to disclose your geographical address is the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. This provides that if you are selling to consumers at a distance (ie online, by email or over the telephone), then you need to display at the point of online check out or otherwise directly before the consumer places the order:

“the geographical address at which the trader is established and, where available, the trader’s telephone number, fax number and e-mail address, to enable the consumer to contact the trader quickly and communicate efficiently”.

So according to that legislation and the guidance referred to above about the interpretation of the words ‘geographical address’, if you are trading from home, this would be your home address.?

The EU Commission’s Guidance on the Consumer Rights Directive (the Directive from which the Consumer Contracts Regulations as mentioned above are derived) also states that the information about the "geographical" address should refer to a physical location. For example, it is not sufficient to merely provide the PO Box number as the trader's address.

Another such regulation that requires disclosure of a geographical address is the E-commerce Regulations that apply to any business that sells online or carries out online advertising.?

So can you have an address for your customers that is not your geographical address (eg for SEO purposes)?

There is nothing legally to say that you can’t display an extra address for people to contact you in addition to the geographical address. So if you are very risk averse, you could include your geographical address (your trading address) in your terms of business but make the other address (for SEO purposes) more prominent on your website.?

Or, if you trade from home and have concerns about security, then as I say in my blog post, my view is that the risk of any adverse consequence if you fail to put your home address on your website is exceptionally low. The risk of this being in any way investigated by authorities will in all likelihood depend on complaints being made by customers who can’t contact you. So if you look after your customers and provide alternative ways for them to contact you and you are responsive (eg by email or a service office address), then you are unlikely to have any complaints about this.?

I have never heard of any case of adverse consequences for any small business owner who hasn't put their home address on their website. And I think, certainly, if you had a good reason not to do so, because you were concerned about your security, then I personally would likely make the decision to not disclose my home address for all to see on my website but would instead use a service office.?

Looking at the PO Box side of things, if we go with the interpretation of ‘geographical address’ as set out above, then a PO Box would not suffice for a geographical address.?

But what about for a registered office address for a limited company? Would a PO Box suffice for that?

Companies House say that a registered office address must be a physical address and not a PO Box. You can only use a PO Box address if you also provide the full address of the physical building, including postcode.

On the subject of registered office addresses, if you have any security concerns about sharing your home address, don’t make the same mistake many people make when choosing a first registered office address and use your home address, as Companies House cannot remove addresses that have been used as a company’s registered address. That address will stay there for the company’s life and for 20 years after it has been dissolved!

In addition, you might want to register an address other than your home address for your correspondence address as a director. This address also appears on the public register. You can complete a form SR01 to change this after the event, but it costs ￡32 for each form! That can mount up to a lot of money…? So you may want to choose the address of your accountants as your correspondence address (and indeed your registered office address).?

Can I give a pay in full price for a programme and a different price for a pay in instalments price??

Buy now pay later (BNPL) involves the provision of credit (as the customers are permitted to pay later than they otherwise would). If you are supplying credit to consumers (non corporate entities),? there is a risk that these arrangements could fall within the scope of the UK’s consumer credit regime.?

Contracts which provide the consumer with credit in excess of ￡25000 and which are wholly or predominantly for the purposes of a business carried on, or intended to be carried on are not caught within the scope of this regulation. There is a presumption that this is the case where there is a declaration to this effect in the contract, unless you know or have reasonable cause to believe that the agreement is not entered into on this basis.

Contracts which are ￡25000 or less and which are wholly for the purposes of a business carried on, or intended to be carried on, are similarly not caught within the scope of this regulation.

Falling within the UK’s consumer credit regime means that (1) you require a regulatory authorisation from the FCA, (2) you have to comply with the consumer credit rules imposed by the FCA and (3) the requirements of the Consumer Credit Act 1974 would apply meaning that mandatory disclosures must be made and the credit agreement must include prescribed wording.

If you provide consumer credit and don’t fall within an exemption to the requirement to obtain authorisation, this is a criminal offence.?

The most likely exemption from requiring authorisation is if the credit to be repaid is restricted to 12 or fewer payments over a period of less than 12 months AND the credit is to be provided without interest and without any other charges.

Some people argue that expressing a pay by instalments price as the headline price and offering a discount for pay in full would get round the requirement for ‘no interest or other charges’. My view is that this would be considered an artificial construction of what in reality is an additional amount for the credit. The safest route when offering credit to consumers under transactions to which the regulations apply is to charge the same amount for instalments as pay in full (and to ensure no more than 12 instalments in any period of 12 months or less).

In addition, the government are currently consulting on tightening up the ‘buy now pay later’ terms of business as set out in this update:

https://www.gov.uk/government/news/regulation-of-buy-now-pay-later-set-to-protect-millions-of-people

This includes businesses being required to:

• carry out affordability checks
• ensure loans are affordable for consumers
• ensure Buy-Now Pay-Later advertisements are fair, clear, and not misleading

Traders offering BNPL would need to be approved by the Financial Conduct Authority, and consumers would also be able to take a complaint to the Financial Ombudsman Service.?

The government will allow exemptions for specific agreements where there is limited risk of potential consumer detriment, and where regulation would otherwise adversely impact day-to-day business activities.

So watch this space…

That’s your Three Things Thursday!?

Hope it’s helpful - and remember that if you need more support - with templates, asking me individual questions or our extensive trainings on all areas of business law that are important to small business owners, you know where I am!?

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Suzanne Dibble