IP Scan Case Study: Who Owns a Custom Website When Subcontractors Built Parts of It?

A firm that builds websites to order will routinely promise its client an exclusive license to every part of the deliverable. During an IP scan, though, it often turns out that a substantial part of the site was not built by them at all, but by a freelance designer, photographer, copywriter, or videographer - and that there is nothing in writing with any of them. That opens a gap nobody notices for years: the vendor is granting rights it does not hold.

Using an anonymized case study from an IP scan, we show how that gap opens up, why you cannot pass on to a client more rights than the website vendor holds, and how differently the law treats code, graphics, photographs, copy, and video. At Preegal, this is one of the findings we come across regularly when running an IP scan.

The client we ran the IP scan for builds websites to order. Their own people handle part of the work, and someone external is brought in for the rest. A freelance backend developer for the more complex integrations. A designer for the visuals. A photographer every now and then for product shoots. A copywriter for the text, and a videographer for the hero video on the homepage.

The contract for work they have been using for years contains a sentence you will find in thousands of others on the market: the contractor grants the client an exclusive license, unlimited in time and territory, to all parts of the work. The client saw it as standard customer protection and had never given it a second thought.

When we looked at the other side during the scan, meaning the relationships with the subcontractors, we found exactly one written agreement, with the backend developer. For everyone else there were email orders and invoices with line items along the lines of design work as agreed. The gap between what the vendor promises its customers and what it actually holds had been years in the making.

This finding is not unusual. Among web developers and marketing, production, and photography studios, it is one of the most common things an IP scan turns up. Nobody looks at this side of the relationship until they have to.

The short answer: a license is permission to use a work, and only someone who actually holds the relevant right can grant it. If you do not hold it, you have nothing to grant, and no amount of careful drafting in the client contract changes that.

Start with the terminology, because that is where most of the confusion begins. Under Czech law, copyright is not transferred. Moral rights cannot be assigned and an author cannot waive them (Section 11(4) of the Czech Copyright Act, Act No. 121/2000 Coll.), and economic rights are non-transferable under Section 26(1) of the same act. What common-law jurisdictions handle through an assignment of copyright is handled here through a license, meaning permission to use the work within an agreed scope (Section 12 of the Copyright Act and Section 2358 et seq. of the Czech Civil Code).

The second key point: a license does not travel onward by itself. Under Section 2364(1) of the Civil Code, a licensee may grant the rights forming part of the license to a third party only where the license agreement says so. Under Section 2364(2), the license may be assigned only with the licensor's consent. In other words: even if you paid the designer in full and she knows the visuals are for a particular client, that does not mean you may grant that client a sublicense.

The third point, the one that gets forgotten: for a work created to order, Section 61 of the Copyright Act presumes that the author granted a license for the purpose following from the contract. That is a safety net, not a solution. The scope of such a license tends to be disputed, the license is not exclusive, and it does not as a rule carry the right to sublicense. The moment the client sells the site, has it rebuilt by a different vendor, or puts the graphics on packaging, you have a dispute.

A computer program is protected as a literary work (Section 2(2) of the Copyright Act). For employees, rights are governed by the employee work regime under Section 58(1) of the Copyright Act, under which the employer exercises the economic rights in its own name and on its own account. The decisive provision, however, is subsection 7 of the same section: computer programs, databases, and cartographic works are deemed employee works even where they were created to order, and in that case the party commissioning the work is deemed the employer.

In practice this means that for code commissioned from an external developer, you exercise the economic rights by operation of law and may license that code onward. Watch two things, though. Assigning the exercise of the economic rights to the client, as opposed to granting a license, requires the author's consent under Section 58(1) of the Copyright Act, unless it happens as part of a sale of the business or part of it. And the exception really does cover code only; the graphical interface, the icons, and the text inside the application fall outside it.

The rest of the risk around code sits outside copyright law altogether:

• open-source libraries and their license terms, especially copyleft GPL and, for web applications, AGPL,
• paid templates and plugins from marketplaces, where the license is often tied to a single domain or to the purchaser's account and does not pass to the client automatically,
• commercial plugins on annual renewal, where the right to updates and security patches ends with the subscription,
• AI-generated code, which may not be a copyrighted work at all, because only a natural person can be an author (Section 5(1) of the Copyright Act).

We cover that last point in detail in Vibe Coding for Web Developers. For the purposes of this case study, it is enough to know that code gets statutory help and the rest of the site does not.

The site design, the layout, illustrations, icons, animations: each of these is a separate copyrighted work, and no presumption like the one for code exists here. Without a license agreement with the designer, all you have to rely on is Section 61 of the Copyright Act, that is, a license for the purpose following from the contract. And that purpose is construed narrowly.

The disputes this typically produces:

• the client wants to use the visuals on printed materials, a trade show booth, or packaging, in other words off the website,
• the client wants to modify the graphics or have another studio rework them; the right to alter a work is a separate entitlement that has to be agreed expressly,
• the designer puts the work in their portfolio in a way the client is unhappy with, because nothing was agreed about it,
• the client wants to register an element of the visual identity as a trademark and finds out that nobody granted rights broad enough to allow it.

Fonts deserve their own paragraph. Typefaces are licensed separately, and a designer's desktop license does not authorize deploying a webfont on the client's site. A webfont license is also often capped by monthly pageviews or by the number of domains. If the studio buys the font, it generally buys it for itself, not for the client, and this rarely comes to light at handover.

Photographs stack two different sets of rights, and either one can be missing.

The first layer is the photographer's copyright. A photograph is a copyrighted work, and everything said above about graphics applies to it. If the client wants to crop, colorize, retouch, or build collages from the photos, the license has to say so expressly.

The second layer is the rights of the people in the photograph. Under Section 84 of the Civil Code, a person's likeness may be captured only with their consent, and under Section 85 consent is also required to disseminate that likeness. So when photographing the client's employees, customers on the premises, or attendees at an event, you need a model release, preferably in writing and defining the purpose and the duration of use.

A third source of trouble is photographs of unknown origin: images the client emailed over at some point and nobody now remembers who took them, or shots pulled off the internet on the reasoning that they were freely available. Freely available does not mean free to use.

With stock libraries, watch the license type. Editorial images may not be used commercially, the standard license is usually non-transferable and tied to the purchaser's account, and it almost always prohibits using the image in a logo or trademark. The cleanest solution is to have the client buy the license on their own account, which also settles the question of what happens to the photos once your engagement ends.

Copy tends to be the part of a website nobody worries about, because it seems trivial. Yet it is protected on the same terms as anything else where it results from creative activity, and that includes short claims, product descriptions, and footer text.

What you will not get protection for is the idea itself, purely factual information, passages lifted from legislation, or routine functional wording such as I consent to the processing of my personal data.

Two further points. A translation is a separate work under Section 2(4) of the Copyright Act, so for the English version of a site you need a license from the translator, even where you held the rights to the original copy. And text written by an AI tool is in the same position as AI-written code: without a human creative contribution it is not a copyrighted work and you have nothing to license, which is something the client needs to hear up front, not at the warranty claim stage.

Lifting someone else's copy onto a client's site is a risk category of its own, and one we cover in Robbing a work is not inspiration.

A homepage video looks like a single budget line, but legally it is the most complex element of the entire site. Several separate rights come together in it:

• copyright in the audiovisual work, in particular the director's rights (Section 62 et seq. of the Copyright Act),
• copyright in the works used within the video: script, music, animation, graphics,
• the rights of performers, meaning actors, presenters, or the voice in the narration (Section 71 et seq. of the Copyright Act),
• the rights of the producer of the audio and audiovisual recording (Section 75 et seq. of the Copyright Act),
• the personality rights of everyone who can be seen or heard in the video (Section 84 et seq. of the Civil Code).

The most common mistake is the music. A backing track pulled from YouTube, or from a library the videographer subscribes to on their own account, gives the client no rights whatsoever. Royalty-free library licenses are usually personal and non-transferable, and some are tied to one specific project. For music represented by collecting societies, you also need to deal with a license from OSA and with performers' and producers' rights through Intergram.

A practical recommendation: have the videographer confirm in the contract that they cleared the rights of everyone involved in the video and of all the music and visual material used, and ask for copies of the model releases. It feels fussy the morning after signing; two years later, when the client starts using the video in an ad campaign, it will be the cheapest piece of paper in the whole project.

Three further areas that surfaced in this case study.

Databases. Alongside copyright protection of a collective work, there is a sui generis database right under Section 88 et seq. of the Copyright Act. It belongs to whoever made a substantial investment in obtaining, verifying, or presenting the contents of the database. For online stores with large catalogs, this is often worth more than the code itself, and it is worth stating expressly who holds the right and who keeps the database once the engagement ends.

Client-supplied content. Logos, product photos, copy, and videos the client provides are not automatically safe. The contract should include the client's representation that they hold the necessary rights to the material supplied.

Logo and brand. A logo is a copyrighted work and typically also a trademark. If an external designer created it, the client needs a license broad enough to let them register it as a trademark and enforce it against copycats. A standard license to use it on a website is not enough, and this usually comes to light only once the brand starts to be worth something.

The recommendations from the IP scan came in three tiers: clean up the past, fix the templates, and set up a process.

The past. We drew up a list of projects from recent years where the risk was highest: the largest clients, sites still live, and projects where a sale of the business or an investor coming in was foreseeable. For those, we concluded license agreements with the subcontractors retroactively, covering works already delivered. In the vast majority of cases it took one email and a signature; the subcontractors had no reason to refuse, since the working relationship was continuing.

The templates. We revised the standard contract for work used with clients so that the licensing clause matches what the vendor actually holds, and added a standard licensing clause for subcontractors, in one version for developers and another for content creators.

The process. We set up simple record-keeping: for each project, a table showing who delivered what, under which document, and where the source files are stored. It sounds dull, but this is precisely the document that will decide, three years from now, whether the firm ends up in litigation or simply sends one email with an attachment.

The scope of rights that actually lets a vendor serve its client is made up of the following elements:

• definition of the work, including materials, work-in-progress versions, and source files,
• an exclusive license covering all forms of use, unlimited in territory, for the duration of the economic rights and unlimited in quantity; where a license is granted as exclusive, Section 2358(2) of the Civil Code requires the agreement to be in writing,
• the right to grant sublicenses and to assign the license without further consent from the author (Section 2364 of the Civil Code); without this point, the rest of the clause is worthless,
• the right to alter, complete, and combine the work with other works and to include it in a collective work,
• consent to omit the author's name on the work and on adaptations of it,
• an arrangement on the exercise of moral rights; the author cannot waive them, but you can agree how they will be exercised so that ordinary use of the work is not obstructed,
• a representation that the work does not infringe third-party rights, plus an indemnity in case anyone comes forward,
• delivery of source materials: source code, layered design files, Figma projects, RAW photographs, editing projects,
• the fee, with an express statement that it also covers the license in the scope set out.

You will find the basic documents for these situations among our template contracts. For more complex projects, though, it pays to have the clause tailored to what you actually deliver: an online store with a catalog calls for a different scope than a brochure site with a video.

• Go through your standard contract for work and check whether the licensing clause matches what you actually hold.
• List your subcontractors from the past three years and find out, for each one, what you have in writing.
• Conclude license agreements with every external contributor working as a sole trader: developers, designers, photographers, copywriters, videographers, and translators.
• For employees, verify that the creative work falls within their job duties (Section 58 of the Copyright Act).
• Keep records of the origin of every photograph, icon, font, and piece of music, including license numbers and proof of purchase.
• Check the licenses for templates, plugins, and fonts: whose account they are tied to and what happens to them once the site is handed over.
• When photographing people, always get a signed model release defining the purpose and duration of use.
• Add the client's representation about material they supply themselves, together with an indemnity, to your contract.
• Clarify who holds the source files and the access to the domain, hosting, and repositories once the engagement ends.
• Settle retroactive licenses on live projects before you and anyone part ways on bad terms.

Unresolved rights in parts of a website are not a dramatic problem until somebody starts arguing about them. At that point they become an obstacle to selling the business, a reason to discount the price when an investor comes in, see What to address legally before selling your business, or a very unpleasant warranty claim. A vendor whose rights are in order, by contrast, can credibly promise the client that the site really is theirs. And these days that is a commercial argument, not just a legal formality.

Not sure whether you can deliver what your contracts promise? Get in touch.
In intellectual property, we review contracts for work and the licensing clauses used by website vendors, prepare license agreements for subcontractors, and fill in the missing consents on projects that are already live. You can also have your whole business reviewed through the subsidized IP scan service, where we come across these findings most often. Contact Preegal and let us go through what you are actually delivering to your clients.