Intellectual Property Policy

Document ID: WBL-POL-IP-v1.0 Effective Date: [DATE] Last Revised: 2026-02-19 Applies To: All Webility clients and engagements — web design, branding, AI automation, software development, content, and all other services.

1. Purpose & Scope

This Intellectual Property Policy ("Policy") clearly defines who owns what at every stage of a Webility engagement. It applies to all work created, modified, or delivered by Webility ("Agency") on behalf of its clients ("Client").

Understanding IP ownership is critical for both parties. Clients need to know what they can use and when. The Agency needs to protect the tools, frameworks, and know-how it has built over time and continues to develop across engagements.

This Policy is incorporated by reference into all Statements of Work (SOW) and the Master Service Agreement (MSA). In the event of conflict, the MSA governs.

2. Definitions

"Agency IP" means all Intellectual Property Rights owned or developed by the Agency, including Pre-Existing IP and any general methodologies, tools, or frameworks developed during a project that are not specific to the Client's deliverables.

"Client IP" means all content, data, trademarks, brand assets, and other materials owned by the Client prior to or independently of this engagement.

"Custom Deliverable IP" means the unique, custom-created work product produced specifically for the Client under a Statement of Work — the design files, custom-coded features, bespoke written content, and original creative assets developed for no one else.

"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, moral rights, database rights, design rights, and all other intellectual or industrial property rights, whether registered or unregistered, in any jurisdiction.

"Pre-Existing IP" means any Intellectual Property Rights developed, owned, or licensed by the Agency prior to commencement of a project, including code libraries, frameworks, templates, plugins, component systems, workflow automation scripts, and proprietary methodologies.

"Third-Party IP" means intellectual property owned by parties other than the Agency or Client, including open-source software, licensed fonts, stock photography, icon libraries, SaaS platforms, and APIs.

"Work in Progress" means any deliverable or work product that has been started but not yet formally submitted or accepted by the Client.

3. Ownership During the Project

3.1 While Work Is in Progress

All work in progress — including designs, code, drafts, prototypes, and documentation — remains the exclusive property of the Agency until:

(a) The work has been formally delivered and accepted by the Client, and (b) All payments owing for that work have been received in full.

The Agency is not obligated to transfer, share access to, or deliver work in progress to the Client while any invoice is overdue or disputed.

3.2 Upon Partial Payment

If a Client makes partial payment:

• Work corresponding to paid and accepted milestones may be transferred, subject to the Agency's discretion.
• No transfer of ownership occurs for any work corresponding to unpaid amounts.
• The Client may not use, deploy, or build upon any work product for which full payment has not been received.

3.3 Upon Full Payment

Upon receipt of full payment of all amounts owing under the applicable SOW, and formal acceptance of all Deliverables, ownership of the Custom Deliverable IP transfers to the Client as described in Section 5.

4. Agency Pre-Existing IP

4.1 Agency Retains Ownership

The Agency retains sole and exclusive ownership of all Pre-Existing IP. Completion of a project does not transfer, assign, or grant the Client any ownership rights in the Agency's Pre-Existing IP.

Pre-Existing IP includes but is not limited to:

• Component libraries, UI kits, and design system elements built by the Agency
• Custom code frameworks, starter templates, and build configurations
• Automation workflows, AI prompt libraries, and internal tooling
• Project management templates, documentation frameworks, and process methodologies
• Any code, design, or system developed before this engagement or reused across multiple client projects

4.2 License to Use Pre-Existing IP

Where a Deliverable incorporates Agency Pre-Existing IP, the Agency grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use such Pre-Existing IP solely as embedded within and necessary to operate the specific Deliverable for which it was licensed. The Client may not:

• Extract, reverse-engineer, or isolate the Pre-Existing IP from the Deliverable
• Resell, sublicense, or transfer the Pre-Existing IP to a third party
• Use Pre-Existing IP in any other project, product, or system outside the scope of the delivered work

4.3 Improvements & General Know-How

Any general improvements to Agency tools, processes, or methods developed during a Client engagement — that are not specific to the Client's unique business requirements — remain the Agency's property. The Agency may use general learnings and techniques from any engagement in future work for other clients, subject always to the confidentiality obligations of the MSA.

5. Custom Deliverable IP — Transfer to Client

5.1 Conditions for Transfer

The Agency assigns to the Client all right, title, and interest in the Custom Deliverable IP — the unique, original work created specifically for the Client under the SOW — subject to the following conditions being met simultaneously:

(a) Full payment: All invoices under the applicable SOW have been paid in full with no outstanding balance; (b) Formal acceptance: The Client has formally accepted all Deliverables in writing (or Deliverables have been deemed accepted per the SOW review process); (c) No active dispute: There is no outstanding payment dispute or breach claim.

5.2 What Is Transferred

Upon meeting the conditions above, the Client receives full ownership of:

• Unique design files (Figma, Adobe files, etc.) created specifically for this project
• Custom-written source code developed exclusively for the Client's requirements
• Original written content or copy created by the Agency for the Client
• Brand identity materials (logos, color palettes, typography systems) designed for the Client
• Custom AI agent configurations, workflow automation logic, and prompt engineering created specifically for the Client's use case

5.3 What Is Not Transferred

The following are never transferred to the Client, regardless of payment:

5.4 Moral Rights

To the extent permitted by applicable law, the Agency waives any moral rights in the Custom Deliverable IP in favour of the Client upon full payment.

6. Third-Party IP

6.1 Disclosure

Deliverables may incorporate Third-Party IP. The Agency will disclose all material third-party components at the time of delivery, including:

• Open-source libraries and their applicable licenses (MIT, GPL, Apache, etc.)
• Stock photography, illustration, or video and their usage rights
• Licensed fonts and their embedding/distribution terms
• Third-party plugins, SaaS platforms, or APIs integrated into the build

6.2 Client Responsibility

The Client is responsible for:

(a) Reviewing and complying with all applicable third-party license terms; (b) Maintaining any required ongoing license subscriptions for third-party tools after project handover; (c) Acquiring commercial licenses for any stock assets if the initial license was limited.

The Agency will not indemnify the Client for license violations arising from Client misuse or non-renewal of third-party licenses after project delivery.

6.3 Open-Source Compliance

If the project incorporates GPL or similarly copyleft-licensed components, the Agency will inform the Client of any obligations (e.g., source code disclosure). The Client is responsible for ensuring their deployment complies with these obligations.

7. Client-Provided Materials (Client IP)

7.1 Client Retains Ownership

The Client retains full ownership of all materials, content, data, and assets supplied to the Agency for use in a project, including:

• Existing logos, brand assets, and style guides
• Existing website content, images, and media
• Business data, customer data, and proprietary information
• Existing software code or systems provided for integration

7.2 License to Agency

By providing materials to the Agency, the Client grants the Agency a limited, non-exclusive, royalty-free license to use, adapt, and incorporate those materials solely for the purpose of performing the services described in the applicable SOW. This license terminates upon project completion or earlier termination of the engagement.

7.3 Client Warranties

The Client warrants that:

(a) It owns or has the right to use all Client-provided materials; (b) The use of Client-provided materials in the Deliverables will not infringe any third-party IP rights; (c) The Agency will not face any third-party claims arising from using the Client-provided materials as directed.

The Client shall indemnify the Agency against any claims arising from Client-provided materials in accordance with MSA Section 11.

8. Work for Hire Clarification

Where applicable law recognizes a "work for hire" doctrine, the Parties agree that:

• Work created by the Agency under this engagement does not constitute "work for hire" by default.
• IP assignment to the Client occurs only through the express written assignment described in Section 5, conditioned on full payment.
• This Section does not affect the Agency's obligations to deliver the agreed-upon Deliverables.

9. Jointly Developed Work

If the Client actively collaborates with the Agency to develop new IP (e.g., jointly creating an original AI system architecture or brand concept), the Parties shall agree in writing — in the applicable SOW — how ownership of any jointly developed IP will be allocated. Absent such written agreement:

• The Agency retains ownership of all technical implementations, code, and systems;
• The Client receives ownership of the final Deliverable output as per Section 5.

10. Non-Compete & Non-Replication

10.1 No Exclusive Use of Frameworks

The Agency's Pre-Existing IP — frameworks, templates, methodologies — may be used in engagements with other clients. The Client does not acquire exclusive rights to any Agency framework simply by using it in their project.

10.2 Similar Work

The Agency may produce similar work for other clients using the same underlying tools and processes. However, the Agency will not knowingly deliver an identical design or unique custom solution to a direct competitor of the Client without disclosure, if the uniqueness of the work was a material part of the Client's brief.

If the Client requires exclusivity for a specific design concept or strategic framework, this must be stated in the SOW and may be subject to an additional exclusivity fee.

11. AI-Generated Content Considerations

11.1 AI-Assisted Deliverables

Some Deliverables may be created with the assistance of AI tools (see the Agency's AI Use & Data Policy for full details). The following applies to AI-generated or AI-assisted content:

(a) The Agency does not guarantee that AI-generated content is free from third-party IP claims, as the legal landscape for AI-generated works continues to evolve; (b) The Client accepts AI-assisted content with awareness of current legal uncertainties around AI-generated IP ownership; (c) Where AI-generated content is a substantial portion of a Deliverable, the Agency will disclose this at the time of delivery; (d) The Client is responsible for independently verifying that AI-assisted Deliverables meet their compliance requirements before use.

11.2 Prompts & AI System Configurations

Custom AI prompt libraries, system prompts, and AI agent configurations developed by the Agency for the Client's specific use case are treated as Custom Deliverable IP and transfer to the Client upon full payment.

12. Infringement Claims

12.1 If a Third Party Claims Infringement

If a third party asserts that a Deliverable infringes their IP rights:

(a) The Client shall promptly notify the Agency in writing; (b) The Agency shall have the right (but not the obligation) to take control of the defense; (c) The Agency may, at its option: modify the Deliverable to remove the infringing element, obtain a license for the Client to continue use, or refund fees for the infringing portion; (d) The Agency's IP indemnification obligations are detailed in MSA Section 11.2 and apply to custom-created work only — not Third-Party IP.

13. Portfolio & Reference Rights

13.1 Agency Portfolio Rights

The Agency may feature completed work in its portfolio, website, case studies, social media, and marketing materials. This includes visual screenshots, project descriptions, and anonymized metrics.

13.2 Client Opt-Out

The Client may request confidentiality of their project by submitting a written request within 30 days of project completion. Upon such request:

• The Agency will not publicly identify the Client by name or logo in connection with the work;
• General descriptions of the type of work performed may still be referenced without Client identification;
• Work previously published before the opt-out request cannot retroactively be removed from all third-party sources.

13.3 Credit

Unless the Client requests otherwise, the Agency may include a discreet "Built by Webility" credit in the footer or source code of delivered websites and digital products.

14. Policy Updates

This Policy may be updated periodically. The version in effect at the time of signing an SOW governs that engagement. Material updates will be communicated to active clients with at least 30 days' notice before applying to ongoing retainer agreements.

15. Contact

For questions about intellectual property, ownership, or licensing:

Webility Email: legal@webility.local Website: webility.local

Disclaimer: This Policy provides general guidance and is incorporated into all Webility contracts. It does not constitute legal advice. Both parties are encouraged to seek independent legal counsel on IP matters, particularly for high-value or complex engagements.

Webility — WBL-POL-IP-v1.0 | Effective [DATE]