Document Status: Active
Last Review: 29 March 2025
Next Review: 29 March 2026
This policy outlines Klioh Studio Limited's approach to managing intellectual property rights (IPR) throughout our design and development processes. It establishes procedures to protect both Klioh's IPR and that of our clients and suppliers, while preventing IPR infringement in all aspects of our business operations.
Intellectual Property (IP): Creative works, designs, inventions, and other intangible assets that may be protected by copyright, trademark, patent, or other legal means.
IPR Infringement: Unauthorised use of intellectual property owned by another party without permission or license.
Client Materials: Content provided by clients including copy documents, imagery, design files, and brand assets as defined in Section 6 of Klioh's Terms of Service.
Supplier Materials: Proprietary materials or technology owned by contracted freelancers that existed prior to engagement as defined in Section 5 of Klioh's Consulting Services Agreement.
Work Product: All deliverables created by Klioh or its contractors for clients as defined in Section 4 of Klioh's Consulting Services Agreement.
Klioh Studio Limited maintains a clean IPR claims history with:
No historical or existing IP infringement claims against the company since its founding
No disputes requiring formal mediation or legal proceedings related to intellectual property
No settlements or judgments involving IP matters
Klioh conducts regular risk profile assessments that:
Identify potential IP risk areas specific to the design and web development industry
Evaluate the effectiveness of existing contractual protections
Monitor changes in IP legislation that may affect business operations
Implement additional safeguards as needed based on industry developments
Klioh's excellent claims history is maintained through:
Regular reviews of IP management practices
Updates to contracts and policies to address emerging risks
Staff training on IP best practices
Proactive client education on IP responsibilities
Klioh implements a defined responsibility matrix for IP management:
Director Level: Ultimate responsibility for IP policy oversight and compliance
Project Managers: Responsible for ensuring proper IP documentation and client sign-offs for assigned projects
Creative Leads: Accountable for verifying proper licensing of creative assets
Developers: Responsible for documenting code sources and third-party components
Klioh maintains rigorous documentation controls including:
Formal project initiation documents capturing IP ownership details
Client material intake forms with IP verification requirements
Milestone approval documents requiring explicit client sign-off
Final deliverable acceptance forms with IP transfer confirmation
Comprehensive project closure checklists
To ensure accountability and traceability, Klioh maintains:
Timestamped records of all client approvals and sign-offs
Documentation of all IP-related discussions and decisions
Digital version control for all project assets
Records of all licenses acquired for third-party materials
Regular internal audits of IP compliance documentation
As established in Section 11.1 of Klioh's Terms of Service, clients own all intellectual property pertaining to:
Client Materials provided for projects
Other materials created, developed, or connected to the Services by the client
Clients grant Klioh "a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to use Client Materials for the Services and for Promotion purposes" as explicitly stated in Section 11.1 of the Terms of Service.
Per Section 5 of Klioh's Consulting Services Agreement, contracted freelancers retain ownership of:
"Supplier Materials" that existed prior to engagement with Klioh and are identified in Statements of Work
Other pre-existing proprietary tools or methods
When Supplier Materials are incorporated into Work Product, freelancers grant Klioh "an exclusive, worldwide, fully-paid, royalty-free, sublicensable, transferable, assignable and perpetual license to use, reproduce, distribute, publicly perform, publicly display, modify, maintain, support and create derivative works of such Supplier Materials in connection with the Work Product, in any medium or format, whether now known or later developed" as stated in Section 5 of the Consulting Services Agreement.
As defined in Section 11.2 of Klioh's Terms of Service, Klioh retains ownership of:
"All rights, title and interest in and to the Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law"
All Klioh intellectual property, including "artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code, applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the 'look and feel' of the Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customised URLs, trademarks, service marks, trade names and other proprietary identifiers"
All client engagements are explicitly governed by English law as stated in Section 16 of Klioh's Terms of Service: "these terms and your relationship with Klioh under these Terms of Service and any associated Project Terms, are governed by English law, and you agree to the exclusive jurisdiction of the English law arbitration and the English courts."
Similarly, all freelancer relationships are governed by English law as stipulated in Section 19 of the Consulting Services Agreement: "This Agreement shall be governed in all respects by the laws of England and Wales. Supplier hereby expressly consents to the exclusive jurisdiction of the English Courts."
As part of Klioh's client onboarding process, all clients expressly warrant that they have the requisite IP rights for materials used in the territories in which they showcase their client materials. This is reinforced by the indemnification provisions in Section 10 of the Terms of Service, wherein clients agree to "defend, indemnify and hold harmless Klioh" from claims arising from "violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your Client Materials."
Klioh maintains worldwide commercial licenses for all third-party products it utilizes in client work (e.g., Canva, typography libraries, stock image services). These licenses are regularly reviewed and renewed to ensure compliance with applicable terms.
Klioh employs a comprehensive, proactive approach to IP risk management:
Pre-Project Screening: Assessment of IP risk factors before project acceptance
Client IP Verification: Documentation of client's right to use submitted materials
Asset Cataloguing: Systematic tracking of all IP assets used in projects
License Management: Centralized system for tracking all third-party licenses
Regular IP Audits: Scheduled reviews of IP compliance across all projects
Early Issue Identification: Processes for flagging potential IP concerns before they escalate
As outlined in Section 9 of Klioh's Terms of Service, Klioh:
Maintains commercial licenses for typography, stock images, and templates used in client work
Uses only properly licensed third-party products and services
Clearly communicates to clients that "Klioh shall not be responsible for testing, validating, or otherwise proofing the suitability of such Third Party Product(s) for your project"
Documents all licenses and permissions for third-party materials
Klioh implements a comprehensive contractual framework including:
Terms of Service with all clients (documented in the attached Terms of Service)
Consulting Services Agreements with all freelancers (per attached example with Saorsa Studio)
Detailed Statements of Work (SOWs) with both clients and freelancers that specify project scope, deliverables, and applicable IP provisions
Written warranties from both clients (Section 10 of Terms of Service) and freelancers (Section 6 of Consulting Services Agreement) regarding IP rights
Per Section 8 of Klioh's Terms of Service, Klioh enforces:
A formal "Client Review Phase" where clients review and approve all project elements
Documentation that "if you fail to respond or otherwise communicate your requests for amends to the project materials and or approval of the project during the Client Review Phase, that the project materials shall be deemed accepted and approved by you"
Final client sign-off requirements before materials are handed over
Regular internal audits of design assets and licenses
Klioh implements a structured data retention policy that:
Limits the retention period of Client Materials after project completion
Maintains only essential project deliverables and final work products
Systematically removes working files, drafts, and interim materials upon project completion
Conducts regular audits to ensure compliance with retention schedules
This controlled retention approach significantly reduces Klioh's exposure to potential IP infringement claims by:
Minimizing the storage of potentially sensitive intellectual property
Reducing the risk of unauthorized access to or usage of Client Materials
Establishing clear documentation of project completion and deliverable handover
Supporting compliance with both IP protection and data protection regulations
While client working materials are not retained indefinitely, Klioh maintains:
Comprehensive records of all client agreements and contracts
Documentation of IP licenses and permissions obtained for projects
Evidence of client approvals and sign-offs
Records of compliance with contractual IP obligations
This selective approach to records management balances legal compliance requirements with IP risk mitigation strategies.
As explicitly stated in Section 11.1 of Klioh's Terms of Service, Klioh "shall reserve the right to include its company name and or logo in project materials and to be tagged in any social channels displaying the Services during development and/or upon completion of the project ('Promotion')." This right is secured through the "non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to use Client Materials for the Services and for Promotion purposes" that clients grant to Klioh through agreeing to Klioh’s Terms of Service.
During project initiation, Klioh:
Explicitly informs clients about promotion rights during onboarding
Provides clients the opportunity to expressly opt out of having their materials used for promotional purposes
Documents any promotional restrictions in the project Statement of Work
Maintains a register of clients who have declined promotional usage
Per Section 18 of the Consulting Services Agreement ("No Publicity"), freelancers:
May not "directly or indirectly issue or permit the issuance of any publicity, press or news release, or other public statement concerning the relationship between the parties"
Cannot use "the name, trademarks, or service marks of Klioh in any promotional materials"
May only use project materials for promotion with Klioh's explicit written approval, which "may be revoked by Klioh at any time by giving Supplier written notice"
When promoting client work on social media platforms, Klioh adheres to:
Proper attribution of client ownership where required
Restrictions on revealing confidential business information
Guidelines for appropriate tagging and crediting
Platform-specific content policies and IP protection measures
Section 10 of Klioh's Terms of Service establishes robust indemnification provisions that protect Klioh by requiring clients to "defend, indemnify and hold harmless Klioh, its officers, directors, shareholders, employees, affiliates and agents" from claims arising from:
Violation of Klioh's Terms of Service
Violation of third-party rights resulting from Client Materials
Claims that Client Materials caused damage to third parties
This indemnification creates a legal shield for Klioh against third-party claims related to client-provided materials, effectively transferring liability for IP infringement to the rightful party responsible for the content.
Section 9.1 of the Consulting Services Agreement provides additional protection through supplier indemnification that requires freelancers to "defend, indemnify, and hold harmless Klioh, its Affiliates, their respective directors, officers, employees, sublicensees, agents, attorneys, customers, successors and assigns" against claims resulting from:
Breach of representations, warranties, or covenants
Performance of Services or obligations under the Agreement
Infringement of third-party intellectual property rights
Violations of applicable law
Negligence, willful misconduct, errors or omissions
This comprehensive indemnification ensures that freelancers bear responsibility for any IP infringement in their work product.
Klioh activates these indemnification protections through:
Immediate notification to the responsible party upon receiving any IP claim
Formal written demand for indemnification and defense
Documentation of all communications related to third-party claims
Enforcement of contractual obligations for defense and indemnity
Legal action if necessary to compel performance of indemnification obligations
Section 9.2 of the Consulting Services Agreement details the procedures for defending and settling IP claims, including:
Prompt written notice of claims
Cooperation in defense and settlement
Selection of counsel and control of defense
Restrictions on settlement without Klioh's consent
Provisions for Klioh to assume defense if supplier fails to do so
In the event of an IPR dispute, Klioh will follow the resolution framework established in Section 15 of the Terms of Service:
Initial Contact: As specified in Section 15.1, "In the event of a dispute or problem relating to the use of our Services, the Project Terms and or any section of these Terms of Service, you agree to first promptly contact your designated Klioh Representative."
Internal Resolution Attempts: Work directly with concerned parties to reach an amicable resolution within the 90-day period referenced in the Terms of Service.
Mediation: If internal resolution fails, engage in mediation as stipulated in the Terms: "you agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure."
Individual Resolution: As stated in the Terms, "all disputes between you and Klioh shall only be resolved on an individual basis and you shall not have the right to bring any claim against Klioh as a plaintiff or a member of a class, consolidated or representative actions."
Legal Proceedings: Any formal legal proceedings will be conducted under English law in English courts per Section 16 of the Terms of Service.
Section 12 of Klioh's Terms of Service establishes mutual confidentiality obligations where each party must:
Use "reasonable endeavours to keep confidential all information and documentation disclosed by the other party"
Not disclose confidential information to third parties without prior written consent
Use confidential information only for purposes prescribed under the Terms of Service
Section 10 of the Consulting Services Agreement requires freelancers to:
"Hold Klioh's Confidential Information, and the Confidential Information of any of Klioh's clients and affiliates, in strict confidence"
Not disclose to third parties or use any Confidential Information
Return all Confidential Information upon request or termination
Per Section 7 of Klioh's Terms of Service, all changes to project scope or deliverables follow a structured Project Change Process that:
Requires written documentation of all change requests
Includes assessment of IP implications for any changes
Maintains records of all approvals and modifications
Klioh educates clients about IP responsibilities through:
Clear Terms of Service with sections dedicated to IP rights
Client onboarding materials explaining IP ownership and usage rights
Documented project workflows that include IP verification steps
As established in the Consulting Services Agreement and associated SOWs, Klioh ensures freelancers:
Understand their IP obligations through comprehensive contracts
Warrant they have "the right and unrestricted ability to assign the Work Product to Klioh"
Confirm the Work Product "does not and will not infringe upon any copyright, trademark, patent, trade secret, right of publicity or privacy, or any other intellectual property or proprietary right of any person"
This policy is overseen by Klioh's management team and will be reviewed annually to ensure it remains effective and compliant with current laws and business practices.
All Klioh employees and contractors are required to familiarize themselves with this policy and adhere to its guidelines.