A company commissions a logo, pays the invoice, and receives several final files. However, paying for a logo does not automatically grant all rights to the logo. The scope of rights depends on the licence and may be narrower than the client expects. Problems often arise later when changing designers, requesting source files, rebranding, or registering a trademark. What rights does a business acquire when it commissions a logo, and what should it consider beforehand?
If a logo qualifies as a copyrighted work, the economic copyright generally remains with the author. The company (for the purposes of this article, the “Client”) acquires the right to use the work, i.e. a licence. Therefore, payment of the agreed fee does not automatically mean that the Client may use and exploit the logo without limitation.
In practice, parties often do not enter into a standalone licence agreement. They agree on a proposal and price by e-mail, the designer creates the logo, issues an invoice, and delivers the final files.
Even in such cases, the Client is not left without rights. Under Czech law, where a work is created on commission, the author is deemed to have granted a licence for the purpose arising from the agreement, unless agreed otherwise. The Czech Supreme Court has held that such licence extends to the scope necessary to achieve that purpose. Nevertheless, relying solely on this statutory regime is not advisable. The Client should expressly define the scope of the licence, at least in the purchase order or the services agreement.
With a corporate logo, the Client may usually use it for branding and marketing purposes. Less clear is whether the Client may modify the logo, share it within the group, or transfer related rights..
The right to use a logo does not necessarily include the right to register it as a trademark. The Czech Supreme Administrative Court has concluded that, although the same sign is involved from a factual perspective, trademark registration constitutes a distinct form of use from a legal perspective because it significantly strengthens the position of the trademark owner.
A Client intending to register a trademark should therefore ensure that it has obtained the author's consent to use the work as a trademark. Otherwise, it may face objections during the registration process or even subsequent invalidation of the registered trademark.
The licence should therefore expressly include the right to file a trademark application and to register the logo, or parts thereof, as a trademark.
Editable source files, such as AI, EPS, or SVG files, are a common source of disputes. A Client may assume that because it paid for the logo, the designer must automatically provide the source files as well.
As a general rule, however, this assumption is incorrect. The scope of the licence and the obligation to deliver source files are two separate issues. The licence determines what the Client may do with the work. Whether the designer must provide particular working files depends primarily on the deliverables that the Client and the designer agreed upon.
If the order merely requires the creation of a logo and the designer provides final files suitable for the intended purpose, this does not necessarily imply an obligation to deliver all editable source files. If the Client wishes to ensure access to source files, it should expressly require them in the order or agreement.
The right to modify a work is not automatically unlimited. Under Section 2375 of the Czech Civil Code, a licensee may modify a work if the parties so agree. The law also permits modifications that the author would reasonably be expected to accept.
In the context of logos, ordinary technical adaptations are generally less problematic. A substantial redesign or handing the logo over to another agency for further development may be more contentious. If a company anticipates the future development of its visual identity, it should expressly secure the right to modify the logo and allow third parties to make such modifications.
Unless an exclusive licence has been agreed, the licence is generally non-exclusive. The author may therefore continue using the work and licence it to other parties.
However, Section 61(2) of the Czech Copyright Act limits this right for commissioned works. The author may use the work or license it to others only if this protects the Client's legitimate interests. Providing the same or a similar logo to a direct competitor would therefore be problematic.
The Client should also consider the designer's right to display the logo in portfolios or on social media. If the Client wishes to restrict such use, it should address this issue expressly in the agreement.
The parties may also contractually limit other uses of the logo by the author, including portfolio and reference use.
Generative AI introduces additional uncertainty. Under Czech law, only a natural person may qualify as an author. Where an output is generated predominantly by automated processes, it may be questionable whether it meets the legal requirements for copyright protection at all.
The Client should therefore ascertain whether and how the supplier used AI when creating the logo and should contractually ensure that the supplier is entitled to provide the resulting logo and that its use does not infringe any third-party rights.
The most common misconception can be summarised simply: “We paid for the logo, so it belongs to us.”
Payment alone, however, does not determine the scope of the Client’s rights. What matters is which rights to the logo the Client acquires under the agreement and whether those rights correspond to the intended use of the logo. Clarifying the scope of rights at the ordering stage can help avoid uncertainty and disputes later on.
