1. Overview
This Intellectual Property Policy ("IP Policy") governs the ownership, licensing, and use of intellectual property created by Zodize or provided by clients in connection with our services. Understanding IP ownership is fundamental to every software development engagement. This policy supplements the relevant provisions of our Terms & Conditions.
2. Definitions
- Client IP — Intellectual property owned by or licensed to the Client, including existing brand assets, business logic, proprietary data, and content provided to Zodize.
- Zodize Background IP — Pre-existing software, frameworks, libraries, tools, methodologies, know-how, and code owned by or developed by Zodize prior to or independently of any client engagement.
- Deliverables — Custom software, code, designs, documentation, and other works created specifically for and to the Client's specifications under a project engagement.
- Open Source Components — Third-party software distributed under open source licences incorporated into deliverables.
3. Ownership of Deliverables
3.1 Upon Full Payment
Upon receipt of full and final payment for a completed project, Zodize assigns to the Client all rights, title, and interest in the custom Deliverables created specifically for that project. This assignment covers:
- Custom source code written exclusively for the Client's project.
- Custom database schemas and data structures created for the project.
- Original design assets (UI designs, graphics, icons) created specifically for the project.
- Project-specific documentation and technical specifications.
3.2 Pre-Payment
Until full payment is received, Zodize retains full ownership of all Deliverables including work in progress. The Client receives no licence or right to use work in progress until payment obligations are met. Zodize may seek injunctive relief and other remedies if unpaid work is used or distributed without authorisation.
4. Zodize Background IP — Retained Rights
Regardless of full payment, Zodize retains exclusive ownership of:
- Proprietary frameworks, starter kits, boilerplate code, and component libraries developed by Zodize.
- Reusable modules, utilities, and architectural patterns that form part of Zodize's standard development toolkit.
- Development methodologies, processes, and internal tooling.
- General technical knowledge, expertise, and know-how accumulated through Zodize's operations.
Where Background IP is incorporated into Deliverables, Zodize grants the Client a perpetual, non-exclusive, non-transferable licence to use such Background IP solely as embedded within the delivered project. The Client may not extract, sublicense, or redistribute Zodize's Background IP independently.
5. Open Source Components
Software projects commonly incorporate open source libraries and frameworks. These components retain their original licences and are not transferred as part of the IP assignment. Zodize will:
- Use only open source components that are compatible with commercial use and with the client's intended use case.
- Provide a list of significant open source dependencies upon request.
- Avoid incorporating components with licences that would impose restrictions on the Client's use of the delivered software (e.g., strong copyleft GPL licences in closed-source projects) unless explicitly agreed.
6. Client IP
All IP provided by the Client — including brand assets, existing software, proprietary data, business logic, and content — remains the property of the Client. The Client grants Zodize a limited, non-exclusive licence to use Client IP solely for the purpose of delivering the agreed services. Zodize does not acquire any rights in Client IP beyond what is necessary for project delivery.
7. Third-Party Licences
Where the Client's project requires licences to third-party software, APIs, stock imagery, fonts, or other intellectual property:
- The Client is responsible for obtaining and maintaining all required third-party licences unless Zodize has explicitly agreed in writing to obtain them on the Client's behalf.
- Zodize is not liable for licence infringement arising from the Client's failure to obtain required permissions.
- If Zodize procures third-party licences on behalf of the Client, the costs will be passed through to the Client.
8. Confidential Business Information
Zodize treats all business logic, processes, and proprietary information embedded in client requirements as confidential. We do not share, publish, or use client business information for any purpose other than delivering the agreed project.
9. Portfolio Rights
Unless the Client requests in writing before project commencement that the project be treated as confidential:
- Zodize may reference the project in its portfolio, listing the general nature of the work and the client's name and/or industry.
- Zodize will not publish source code, proprietary business logic, or sensitive data in portfolio materials.
- Zodize may request a testimonial from the Client upon project completion. Providing a testimonial is entirely voluntary.
10. Moral Rights and Attribution
To the extent permitted by law, the Client waives any moral rights in client-provided content that would prevent Zodize from making modifications necessary to complete the project.
11. Disputes
Any dispute regarding IP ownership shall be resolved in accordance with the dispute resolution provisions of our Terms & Conditions. We recommend both parties agree in writing on IP arrangements before any project begins to avoid ambiguity.
Contact Zodize
Questions about intellectual property ownership or licensing:
Contact Zodize
If you have questions regarding this Intellectual Property Policy, you may contact Zodize through any of the following channels:
| General Enquiries | hello@zodize.com |
| Legal Matters | legal@zodize.com |
| Support | support@zodize.com |
| Billing | billing@zodize.com |
| Founder & CEO (David) | david@zodize.com |
| +234 816 860 8957 |
You may also reach us through our contact page. We aim to respond to all enquiries within 2 business days.