This Annex forms part of the Web Development Master Services Agreement and describes the scope, responsibilities and limitations relating to Intellectual Property and Licensing.
1. Ownership of Deliverables
- Unless your Order states otherwise and subject to payment in full:
- you will own the specific Website or Application Deliverables we build for you (for example templates, page layouts, custom modules and configuration); and
- we will retain ownership of:
- our underlying tools, frameworks, components and know-how; and
- any generic libraries or building blocks we use across multiple clients.
- We grant you a licence to use our underlying tools and components as part of your Deliverables for the purpose of running your Website or Application.
2. Third-party software and services
- Some Deliverables may include or depend on:
- open-source software licensed by third parties; and/or
- commercial software or services licensed by third parties.
- We will use reasonable care to comply with licence terms for such components.
- You are responsible for:
- maintaining any required licences or subscriptions; and
- complying with third-party terms where you contract with them directly.
3. Content, branding and assets
- You retain ownership of:
- your content, branding, trademarks and logos; and
- any assets you supply to us (for example images and copy).
- You grant us a licence to use these materials as reasonably required to deliver the services.
4. Portfolio use
- Unless you ask us not to in writing, we may:
- refer to the Project in our marketing materials; and
- show screenshots or examples of the Deliverables in our portfolio or case studies, provided we do not disclose confidential information.
5. Transfer and handover
- Where you wish to move ongoing development to another supplier, we will:
- provide a reasonable handover of the Deliverables and related materials; and
- provide access to code repositories where this has been agreed.
- Substantial handover work may be chargeable on a time-and-materials basis.