Software development rarely starts from a completely blank page. Professional development builds upon programming languages, open-source software, established standards, reusable components, accumulated knowledge, and previous experience. This is particularly important in the WordPress ecosystem, where open-source licensing is fundamental to the platform.
We therefore distinguish between intellectual property created specifically for a client, pre-existing and reusable intellectual property, open-source software, general knowledge and ideas, confidentiality, exclusivity, and white-label arrangements.
These are related subjects, but they are not interchangeable.
Contracting Party
Development, consulting, and related services provided by TukuToi are provided by TukuToi LLC.
Consequently, agreements concerning work delivered by TukuToi, including intellectual-property agreements, must ordinarily be made with TukuToi LLC rather than with an individual developer personally.
This is intentional. Work delivered by TukuToi may involve company-owned intellectual property, reusable components, previous work, employees, contractors, collaborators, or other resources available to the company. The contractual relationship should therefore reflect the entity actually providing the service.
Our company details are:
TukuToi LLC
1309 Coffeen Avenue STE 1200
Sheridan, Wyoming 82801
USA
Email: hello@tukutoi.com
Official TukuToi documents and communications are authenticated according to our Communication Policy, including our use of cryptographic GPG signatures.
We Accept Reasonable IP Agreements
TukuToi does not object to intellectual-property agreements as a matter of principle.
We understand why a client commissioning a product may need contractual certainty regarding the work created specifically for that project. Clients may also have legitimate requirements concerning confidential information, proprietary business processes, customer information, trade secrets, unreleased products, or intellectual property belonging to their own customers.
We are happy to review and enter into reasonable agreements protecting those interests.
However, an IP assignment is not interpreted by TukuToi as an unlimited assignment of everything we know, everything we have previously created, every reusable component involved in a project, or every idea that could subsequently be implemented for somebody else.
Project-Specific Intellectual Property
Where agreed in writing, intellectual property created specifically and uniquely for a client’s project may be assigned or otherwise made available to that client according to the applicable agreement.
The precise rights being transferred must be identified by the agreement.
An assignment of project-specific intellectual property does not automatically include TukuToi’s pre-existing intellectual property, generally reusable components, open-source software, third-party intellectual property, general methods, skills, experience, knowledge, or independently developed material.
Nor does an IP assignment automatically constitute an agreement for exclusivity, non-competition, white-label development, or removal of attribution. Where any of these are required, they must be addressed separately and explicitly.
Background and Pre-Existing Intellectual Property
TukuToi retains its rights in intellectual property that existed independently of a particular client project or that is of general application.
This may include, without limitation:
- pre-existing source code;
- libraries and reusable components;
- development tools and utilities;
- frameworks and architectural patterns;
- generic functions and implementations;
- development processes and methodologies;
- documentation structures and technical methods;
- general programming knowledge and know-how;
- previously developed open-source software; and
- subsequent improvements to generally reusable technology that do not disclose or depend upon a client’s confidential information.
The inclusion, modification, or use of such material within a client project does not by itself convert TukuToi’s pre-existing or generally reusable intellectual property into exclusively owned client intellectual property.
Where necessary, the client receives the rights required to use such components as part of the delivered work, subject to their applicable licences and the individual project agreement.
Open-Source Software and the GPL
TukuToi is a WordPress and PHP development company. Open-source software is therefore not an incidental part of our work; it is part of the technical and licensing environment in which much of our work exists.
WordPress itself is licensed under the GNU General Public License, version 2 or later (GPLv2+). WordPress.org states its position that plugins and themes are derivative works of WordPress and therefore inherit the GPL. WordPress also acknowledges that there is some legal grey area concerning the precise boundaries of what constitutes a derivative work.
As a matter of TukuToi policy, we respect the GPL and other applicable open-source licences and will not knowingly enter into an agreement requiring us to violate, circumvent, misrepresent, or improperly restrict rights granted under those licences.
The GPL is a copyright licence. GPL-licensed software is still protected by copyright; the GPL determines important rights under which recipients may use, study, modify, and redistribute covered software.
Consequently, transferring or assigning copyright in a particular contribution is conceptually different from attempting to make GPL-covered software proprietary or to remove rights that have already been granted under an applicable open-source licence.
Where client work contains or derives from GPL-covered software, the applicable GPL obligations and permissions must be respected.
IP Assignment Does Not Override Open-Source Licensing
TukuToi will not accept contractual wording on the assumption that an IP assignment can simply erase an existing open-source licence.
For example, if client software contains code that TukuToi previously created and released under the GPL, assigning project-specific intellectual property to the client does not transform that previously GPL-licensed code into exclusively proprietary code.
Likewise, where TukuToi lawfully possesses rights to use, modify, or redistribute software under an open-source licence, our policy is not to surrender or artificially undermine those freedoms through a broadly worded IP clause.
There can be legal distinctions between the permissions granted by an open-source licence and separate contractual obligations voluntarily undertaken between two parties. We do not claim that every contractual restriction concerning GPL software is automatically invalid in every jurisdiction or circumstance.
Our position is instead straightforward: TukuToi will not voluntarily enter into an agreement whose purpose or effect, in our assessment, is to circumvent or undermine the freedoms and obligations of an applicable open-source licence.
This is both a licensing-compliance policy and a business principle.
Ideas Are Not the Same as Implementations
A client may commission an innovative product without thereby obtaining ownership of every general idea, problem, concept, or technical approach associated with that product.
For example, a client might commission an specific solution to a specific problem for WordPress. The specific code, confidential specifications, branding, proprietary data, or other project-specific intellectual property may be subject to the client’s agreement with TukuToi.
That does not mean TukuToi agrees never again to develop a strongly similar solution when an unrelated client independently requests one.
Many businesses independently encounter the same problems and arrive at similar product ideas. Web development would become practically impossible if implementing a general concept for one customer permanently prohibited a development company from implementing the same general concept independently for anybody else.
TukuToi therefore retains the ability to use its general skills, knowledge, experience, methods, and independently developed solutions in future work, provided that doing so does not misuse a client’s confidential information or intellectual property actually assigned exclusively to that client.
Confidentiality Is Different From Ownership
We distinguish intellectual-property ownership from confidentiality.
A client does not need to own all of TukuToi’s intellectual property in order for us to respect the confidentiality of their business.
Confidential client information, credentials, private documentation, non-public business plans, proprietary datasets, trade secrets, customer information, and other information properly treated as confidential will not be reused or disclosed merely because TukuToi retains rights in its own software, knowledge, or reusable components.
Likewise, retaining our general knowledge and reusable technology does not give us the right to copy or disclose a client’s confidential business material.
These obligations should be addressed for what they are rather than attempting to achieve confidentiality through an unnecessarily broad transfer of intellectual property.
Exclusivity and Non-Reuse
An ordinary development engagement does not include exclusivity unless expressly agreed.
If a client requires TukuToi not to reuse particular independently reusable work, not to develop a competing implementation, not to work on a defined category of products, or otherwise to surrender commercial opportunities that would normally remain available to us, this constitutes an additional commercial restriction.
Such restrictions must be:
- explicitly requested;
- clearly and narrowly defined;
- compatible with applicable third-party and open-source licences;
- limited to an agreed scope and, where appropriate, duration; and
- separately negotiated and priced.
The price of exclusivity reflects the rights and future business opportunities TukuToi is being asked to surrender. It is therefore not automatically included in ordinary development fees or an ordinary project-specific IP assignment.
White-Label Development
White-label development is available from TukuToi, but it is not included by default.
We distinguish white-label arrangements from ordinary intellectual-property assignment.
Depending on the requested arrangement, white-label work may involve removal of TukuToi branding, public attribution, portfolio rights, developer identification, or other indications of TukuToi’s involvement.
These concessions have independent commercial value to us. White-label work is therefore subject to explicit agreement and may carry a substantial additional fee.
White-label arrangements also remain subject to applicable law and third-party or open-source licensing requirements. TukuToi will not remove, falsify, or misrepresent notices where an applicable licence or other binding obligation requires them to be preserved.
Where attribution can lawfully be removed or modified and the requested arrangement is otherwise acceptable, we are open to negotiating an appropriate white-label agreement.
Authorship, Attribution, Copyright and Ownership Are Different Concepts
Authorship, attribution, copyright ownership, licensing, and commercial ownership are related but distinct concepts.
An agreement transferring copyright or other transferable intellectual-property rights does not change the historical fact of who created a work.
Likewise, the presence of developer or author information in source code does not necessarily determine who presently owns the economic copyright in that code.
Source code may contain author, copyright, licence, contributor, provenance, or similar notices. TukuToi preserves notices where required by the applicable licence or other binding obligation.
Any request to remove otherwise optional attribution is treated according to the agreed project terms and, where applicable, our white-label policy.
Third-Party Intellectual Property
No agreement with TukuToi can transfer rights that TukuToi does not own.
Projects may contain third-party software, libraries, frameworks, APIs, fonts, media, data, or other materials subject to their own licences and terms.
Such materials remain governed by the rights of their respective owners and their applicable licences.
A client IP agreement therefore applies only to rights that TukuToi actually possesses and is legally and contractually able to assign.
Client-Supplied Material
Clients remain responsible for ensuring that they have sufficient rights to material they provide to TukuToi for use in a project.
Providing code, text, images, trademarks, datasets, software, credentials, designs, or other material to us does not represent that TukuToi has independently verified its ownership or licensing history.
Unless otherwise agreed, we rely upon the client’s representation that they are entitled to provide and authorize the requested use of such material.
No Automatic Transfer Beyond the Agreement
Payment for development services does not by itself alter the licences of third-party or open-source software, transfer TukuToi’s background intellectual property, create exclusivity, or establish a white-label arrangement.
Where intellectual-property rights are to be specifically assigned, the applicable agreement should identify the rights and work concerned.
We reject ambiguous provisions that attempt to capture unrelated previous work, future work, general knowledge, open-source software, third-party rights, or broadly defined ideas merely because they were used, discussed, or encountered during a client engagement.
Our Principle
TukuToi believes that clients should receive the rights they genuinely need in the work they commission, and developers should honour the confidentiality and legitimate intellectual property of their clients.
We equally believe that intellectual-property agreements should not be used to appropriate open-source software, previously existing technology, general professional knowledge, independently reusable components, or entire categories of ideas.
We respect intellectual property.
We respect open-source licences.
We respect client confidentiality.
We are open to project-specific IP assignments, exclusivity arrangements, and white-label development when their scope is clear and commercially appropriate.
We will not knowingly agree to terms that require us to violate or circumvent an existing software licence or other binding obligation.
Where the law, a proposed contract, and the principles of an existing open-source licence appear to conflict, TukuToi’s business policy is to take the conservative route: we will not knowingly use contractual wording as a mechanism to defeat rights or obligations that we have already agreed to respect.
Review of Client IP Agreements
Clients wishing to use their own intellectual-property, invention-assignment, confidentiality, exclusivity, or white-label agreements are welcome to provide them for review before work begins.
TukuToi may request amendments where an agreement conflicts with this policy, an applicable software licence, existing contractual obligations, third-party rights, or the agreed commercial scope of the project.
Submitting an agreement does not imply its acceptance.
Any departure from this policy must be expressly agreed by TukuToi LLC in writing.
Updates to This Policy
TukuToi may update this policy as our services, licensing environment, or legal requirements evolve.
This policy describes TukuToi’s standard commercial and licensing position. Specific signed agreements may establish additional project-specific terms, provided that TukuToi has expressly accepted them and they do not require us to knowingly violate applicable licensing obligations.