Commissioning a game from a studio looks like a product decision and behaves like a procurement decision. The demo is convincing long before anyone has answered the two questions that decide whether the commission is safe: which licensed entity is actually building the thing, and who will own it when the relationship ends. Both are settled by paperwork that is cheaper to write before the brief than after the build.
This article is the studio-selection and contracting half of the commissioning chain. It is not the operator’s brief, which is covered in the branded commissioning brief; it is not the platform’s licence, design-control and distribution-grant position, which is covered in the platform commissioning guide; and it is not the campaign window and its offer rules, which are covered in the seasonal commissioning guide. It is the set of checks that belong before any of those documents is sent to a supplier.
A studio that builds a game is a licensed supplier
The first check is not about quality. It is about who is allowed to do the work at all. In Great Britain, the manufacture, supply, installation and adaptation of gambling software are licensed activities in their own right. The Commission’s guidance restates the statutory offence in section 41(1) of the Gambling Act 2005: “a person commits an offence if in the course of a business he manufactures, supplies, installs or adapts gambling software unless he acts in accordance with an operating licence”. Section 41(2) defines gambling software as “computer software for use in connection with remote gambling”, excluding anything for use solely in connection with a gaming machine.
The operator’s side of that duty is a licence condition. LCCP condition 2.2.1 states that “All gambling software used by the licensee must have been manufactured by the holder of a gambling software operating licence. All such gambling software must also be supplied to the Licensee by a holder of a gambling software operating licence. Such software must only be installed or adapted by the holder of such a licence.” The Commission’s own account of the provision is that it requires licensed remote operators “to source their gambling software from Commission licensed gambling software businesses”, and that this came into force on 31 March 2015.
That turns a supplier question into a commissioning question. The entity named on the studio contract is the entity whose licence has to cover the work, and the licence has to cover the specific activity being bought — manufacture, supply, installation or adaptation are not interchangeable on a licence schedule.
The licence attaches to the activity, not to the logo
The remote gambling software licence is described by the Commission as the licence that “allows you to manufacture, supply, install or adapt gambling software by means of remote communication”. Two details in the Commission’s software guidance matter more to a commissioning operator than the headline.
The first is that the final supplier needs a licence even when it does nothing technical. The Commission states that “the final supplier to a Commission licensed operator will require a gambling software licence … even if they actually perform no development/manufacturing, adaptation or installation activity”, and explains that the Commission considers a licence to be required “simply by virtue of it entering into a supply contract with a Commission licensed operator”. A commissioning structure that inserts a distributor between the studio and the operator has therefore not removed a licence requirement; it has added one.
The second is the intellectual-property holding company. Where the final ‘supplier’ is a company whose only function is to hold the IP rights in software developed by another company in its group, the Commission describes the circumstances in which it “may consider it appropriate to issue the developer with an ‘umbrella’ licence covering supply through the agency of the IP holding company” — and adds that “In circumstances where an umbrella licence is not appropriate both the developer and IP holding company will require their own gambling software licence.”
For a commission, both details reduce to the same instruction: identify the legal entity you are contracting with, and verify that its licence covers the activity in the contract rather than assuming a group’s licence covers every company wearing the group’s name. The supply-chain structure question — who in the chain is the licensed supplier, and whether the operator itself needs a licence — is worked through in the platform commissioning guide; the studio check is to confirm that the answer holds for the entity you sign.
Responsibility does not move with the contract
Outsourcing work has never outsourced the licence. LCCP condition 1.1.2, a social responsibility code, begins: “Licensees are responsible for the actions of third parties with whom they contract for the provision of any aspect of the licensee’s business related to the licensed activities.”
The condition then does something unusual and useful: it specifies what the contract has to contain. The terms on which the licensee contracts must require the third party “to conduct themselves in so far as they carry out activities on behalf of the licensee as if they were bound by the same licence conditions and subject to the same codes of practice as the licensee”; must oblige the third party “to provide such information to the licensee as they may reasonably require in order to enable the licensee to comply with their information reporting and other obligations to the Commission”; and must enable the licensee “to terminate the third party’s contract promptly if, in the licensee’s reasonable opinion, the third party is in breach of contract … or has otherwise acted in a manner which is inconsistent with the licensing objectives”.
Read as a procurement checklist, those three limbs are studio-contract terms, not general boilerplate. The studio’s staff working on the game are treated as if they carried the operator’s obligations; the studio owes the operator the information the operator needs for its own reporting; and the operator needs a route out that does not depend on proving a commercial dispute. A commission that discovers this after signature is negotiating from the wrong side of a live build, and the code’s own note is that a breach of a social responsibility code may lead the Commission to review the licence with a view to suspension, revocation or a financial penalty.
Commissioning does not transfer copyright
The second ownership question is quieter and more expensive. In the United Kingdom, section 11(1) of the Copyright, Designs and Patents Act 1988 provides that “The author of a work is the first owner of any copyright in it, subject to the following provisions.” Section 11(2) makes the employment exception: a work “made by an employee in the course of his employment” belongs to the employer first, “subject to any agreement to the contrary”.
An independent studio is normally not an employee, and the Intellectual Property Office is explicit about what follows. Its guidance on ownership of copyright works states that “When you ask or commission another person or organisation to create a copyright work for you, the first legal owner of copyright is the person or organisation that created the work and not you the commissioner, unless you otherwise agree it in writing.” It then describes the fallback: courts “may be willing to find that there is an implied licence allowing the commissioner to use the work for the purpose for which it was commissioned. This does not necessarily result in a transfer of ownership. Instead, the commissioner of the work may only get a limited non-exclusive licence.” A ‘contract for services’ provider, the same guidance notes, “will usually retain copyright in any works he produces, unless there is a contractual agreement to the contrary”.
For a commissioned game that is a commercial asset, a limited non-exclusive licence is the wrong shape of right. It may permit the operator to run the game without permitting it to stop someone else running something like it, to commission a sequel from a different studio, or to keep the artwork when the supplier changes. Ownership, or an exclusive licence wide enough to do the same job, has to be named in the contract — and it has to be named for the parts that carry separately identifiable rights, because where contributions are not distinct the guidance describes joint first ownership, which is a harder position from which to make decisions.
None of this is a legal conclusion and none of it is settled by a supplier; the regime differs by market, and a studio contract is a document for the operator’s own advisers. The commissioning point is narrower: the default rule is not the one operators assume, and the fix is a written clause, not an understanding.
What the handover has to contain
A commission produces more than a finished game. It produces the material that lets the operator keep operating the game after the people who built it have moved on, and the time to specify that material is in the commission rather than in a departure meeting.
- The mathematics and the rules. A game is a paytable, a maths model and a published explanation that have to keep describing the same thing. The rules specification guide is where that identity lives, and the studio handover should deliver the artefacts that support it rather than a compiled build alone.
- The certification package. Test-house submissions attach to a build, and a variant or a later change raises the question of what has to be re-submitted. The certification submission guide describes where that cost sits; the commission should name which party holds the submission records and who is responsible for a resubmission after the relationship ends.
- A continuity answer. The operator should decide, before signing, what happens to the source, the build pipeline and the documentation if the studio stops trading, is acquired, or simply stops being the right partner. That is a decision about escrow, about a perpetual right to the material, or about a named second supplier — and it is a decision, not a standard: the point is that an unanswered one becomes a renegotiation at the worst possible moment.
- A restatement of the environment. If the studio’s build depends on infrastructure the operator also licenses, the handover has to name what the operator has to keep paying for. The bonus engine requirements guide is an example of a component whose configuration outlives the build that introduced it.
A useful test for all of it: could a different team, with no access to the original studio, ship a compliant update to this game? If the answer is no, the commission has bought a dependency rather than a title.
Content cadence is a term, not a promise
The third procurement question is what the relationship is for. Studios sell a roadmap, and a roadmap is a statement of intent; a commission is a set of obligations. The difference is visible in four terms that belong in the agreement:
- Volume and timing. How many titles, over what period, against which milestones — and what happens to the schedule when a certification queue or a market approval moves.
- Exclusivity windows. What the operator is buying, how long the studio is prevented from selling the same design or the same mechanic to a competitor, and what happens to a variant built for another market. This is the same question the branded commissioning brief asks from the operator’s side, and the studio contract is where it becomes enforceable.
- Refresh obligations. Whether the studio is committed to a portability, a reskin or a maintenance release, and who pays for it.
- Change control. How a new mechanic is priced, reviewed and re-certified once the game is live.
None of those needs a new process; they need to be written where the roadmap currently is. A cadence that exists only in a presentation is a plan, and plans do not survive a change of commercial priority at either company.
The shortlist: what to verify before the brief goes out
The checks collapse into a short, dull list that is much cheaper than any of the alternatives:
- Entity. The full legal name of the company that will sign, and how it relates to the brand the studio trades under.
- Licence. That the entity holds a gambling software operating licence covering the activities in the contract, and that no intermediate company in the structure is supplying without one.
- Third-party terms. The three limbs of LCCP 1.1.2 written into the agreement, including the prompt-termination route.
- Ownership. Assignment or an exclusive licence, in writing, covering the game and the separately identifiable components of it.
- Handover. The mathematics, the rules artefacts, the certification records and the continuity answer, named as deliverables with a date.
- Cadence. Volume, timing, exclusivity, refresh and change control as obligations rather than intentions.
The custom casino game development overview is where the build-versus-license economics belong; the checks above are what make either choice survivable.
Write the checks into the commission
A studio commission is decided by documents most operators already have, in the wrong order. The licence question belongs before the brief, because it can disqualify a supplier; the ownership question belongs before the build, because it cannot be fixed by goodwill afterwards; the handover question belongs in the deliverables, because a game that cannot be updated is a liability rather than an asset; and the cadence question belongs in the contract, because that is the only place it becomes an obligation.
The studio and platform partner conversation is where those four questions get a name against them. A studio that answers them plainly before the brief is a better sign of a workable commission than any demo.
Questions operators ask
Does the studio building our game need its own Gambling Commission licence?
Yes, if the work is manufacture, supply, installation or adaptation of gambling software for the Great Britain market. Section 41(1) of the Gambling Act 2005 makes it an offence to do any of those things in the course of a business without an operating licence, and LCCP condition 2.2.1 requires all gambling software used by a licensee to have been manufactured by, and supplied by, the holder of a gambling software operating licence. The Commission also states that the final supplier to a licensed operator needs a licence even if it performs no development work itself, so check the entity on the contract rather than the group it belongs to.
Who owns the copyright in a game we commission?
By default, the studio, not the operator. Section 11(1) of the Copyright, Designs and Patents Act 1988 makes the author the first owner of copyright, and the Intellectual Property Office guidance on commissioned works says the first legal owner is the person or organisation that created the work unless you agree otherwise in writing. Without a written assignment, a commissioner may end up with an implied licence that is limited and non-exclusive. Ownership, or an exclusive licence wide enough to replace it, has to be named in the contract, and the specifics belong with your own advisers.
What must our contract with a game studio contain?
Beyond the commercial terms, LCCP condition 1.1.2 requires the operator’s contracts with third parties to do three things: require the third party to conduct itself as if bound by the same licence conditions and codes of practice as the operator, oblige it to give the operator the information needed to meet its own reporting obligations to the Commission, and give the operator the ability to terminate promptly for breach or for acting inconsistently with the licensing objectives. Those are contract terms, so they are worth agreeing before the build rather than adding to a live project.
What should the studio hand over at the end of the build?
The material that lets another team keep the game compliant and running: the mathematics and the artefacts behind the published rules, the certification records for the exact build, and a stated position on what happens to the source and documentation if the relationship ends. The practical test is whether a different team could ship a compliant update without the original studio.
Can we move the game to another studio later?
That depends on two things decided at commissioning: who owns or exclusively licenses the work, and what was handed over. A limited non-exclusive implied licence is a weak basis for asking a second studio to work on someone else’s code and art. An assignment or a sufficiently wide exclusive licence, together with the mathematics, rules artefacts and certification records, is what makes a change of supplier an operational decision rather than a rebuild.
