Loofy Ltd
This page explains Loofy Ltd's default approach to the ownership, licensing and support of software developed or supplied for business clients. Any different arrangements will be documented and agreed separately in writing.
These terms apply where incorporated into the agreement for a project. Any separately agreed project terms take precedence where they differ from this page. Publishing or updating this page does not retrospectively change an existing agreement or remove rights already granted.
Unless expressly agreed otherwise in writing, Loofy Ltd retains the intellectual property rights it owns in software and code developed or supplied by Loofy Ltd. This includes existing code, reusable components, libraries, utilities and frameworks, as well as new code developed for a particular project.
The client receives a licence to use the software as described below. Payment for development, delivery of source code, or hosting on the client's own servers does not by itself transfer ownership of Loofy Ltd's intellectual property.
Any agreed transfer of ownership must identify the work and rights being transferred. Loofy Ltd's existing and reusable components and third-party materials are excluded unless expressly addressed in that agreement. Loofy Ltd can only transfer rights that it owns.
Under these default terms, Loofy Ltd grants the client a perpetual, non-exclusive licence to use Loofy Ltd's code as incorporated into the delivered application for the purposes agreed for that project. Perpetual means that the licence has no fixed expiry date. Non-exclusive means that Loofy Ltd may also use and license its code elsewhere.
The licence permits the client to run and host the application, make copies for backup and testing, and maintain or modify it for the agreed purposes. The client may appoint another developer to carry out that work on its behalf, with access to any source code supplied for the project.
The licence continues after the development engagement or any support arrangement ends. It does not require the client to purchase ongoing support from Loofy Ltd.
The licence does not include the right to extract Loofy Ltd's components for unrelated projects or to resell, sublicense or distribute them as standalone products. Any wider rights can be agreed separately. These limits do not restrict rights granted directly under third-party licences.
The project scope will specify what source code, documentation and handover assistance are to be supplied.
The client retains any rights it already holds in materials it supplies, including branding, content, documentation and existing software. Loofy Ltd does not acquire ownership of those materials by working with them.
Loofy Ltd will respect the client's intellectual property rights and confidential information. Any use of client data or materials remains subject to the relevant project arrangements and applicable law.
Loofy Ltd remains free to reuse its own code, general knowledge, skills and development techniques, and to develop applications with similar functionality for other clients.
This does not permit the unauthorised use or disclosure of a client's confidential information, or the copying of materials or code owned by the client. Any agreed exclusivity or restrictions on reuse must be documented separately in writing.
Applications may include third-party or open-source software. Those components remain owned by their respective rights holders and are governed by their own licences. Loofy Ltd does not claim ownership of them or transfer their ownership to the client.
Applicable copyright and licence notices must be retained. Any third-party services, subscriptions or commercial licences required to operate the application remain subject to the provider's terms and charges.
A perpetual software licence provides continued permission to use the delivered software. It does not include an ongoing obligation for Loofy Ltd to provide:
Unless separately agreed in writing, there is no ongoing maintenance commitment or service level agreement (SLA). Further work is considered on a case-by-case basis and is subject to availability, an agreed scope and agreed charges.
This does not remove any obligation to complete the original agreed scope, any expressly agreed warranty or defect-remedy commitment, or any rights or obligations that cannot lawfully be excluded.
Hosting arrangements are separate from software ownership and licensing. Hosting an application on a client's servers does not change the ownership of its underlying code.
A perpetual licence does not include perpetual hosting, continued access to external services or a guarantee that the application will remain compatible with future technology. Responsibility for hosting, backups, security and operational maintenance should be allocated in the project or support arrangements.
Clients requiring different ownership rights, wider licensing permissions, exclusivity, ongoing updates or a support agreement should raise these requirements with Loofy Ltd. Any agreed variation will be recorded separately in writing and will take precedence over the relevant part of these default terms.