Terms & Conditions
Please read the following terms and conditions. They provide clarification for us both regarding our responsibilities during this contract, and can be referred to in the unlikely event of a dispute.
When you hire Othen Creative to work for you, these are the terms and conditions that apply.
In the following clauses, “You” refers to you, the person agreeing to the terms and conditions and the company you represent. The terms “We” and “Us” refer to Othen Creative.
1. Agreement to abide by these terms and conditions. These terms and conditions form the basis for the agreement between you and Othen Creative. By entering into a contract with Othen Creative, you agree to abide by these terms and conditions and acknowledge that they have precedence over any other terms and conditions, as well as any standard practices or procedures within your organisation that may differ from those defined here.
2. Confirming our contract. When you agree in writing (including by electronic means) that you wish us to proceed with work for you, you are agreeing to engage our services in return for the fee, which we have previously quoted to you or to which you have agreed by other means.
When you form a contract with Othen Creative on behalf of any group of people or a company, you are confirming that you are authorised to do so on behalf of those individuals or that organisation.
3. Contracting with your agency (where applicable). If you are a marketing, web development or advertising agency, the contract exists between you and Steph Othen Creative only, and not between us and your client(s).
4. Contracting directly with your clients. If you are a marketing, web development or advertising agency and you wish us to form a contract directly with one of your clients then, subject to agreement, a contract with exist between Othen Creative and your client company. At the same time you acknowledge that we are free to develop a working relationship with that client without having to refer to you, and without any compensation, commission fees or any other payment being due.
5. The work covered by our agreed fee. Othen Creative always aims to work for the agreed fee and to make you, our client, entirely happy with the work we produce for you. In practice this means we support our clients on projects until they are completely satisfied. However, in order to prevent unreasonable abuse, under these terms and conditions, the service of which you are contractually assured is as follows: preparation of a first draft; submission of that first draft; incorporating your feedback into a second draft if required; submitting a second draft. Should further drafts be required, we reserve the right to add further fees by mutual agreement.
6. Termination of contract. Should you decide to cancel the project for any reason, no reduction in fee will be due to you and we reserve the right to invoice for the full project fee. We may however invoice only for a proportion of it, depending on how much work and time we have invested up to that point.
7. No right to refuse payment on the basis of style. You agree that you have no right to refuse payment based on rejection of our work on the basis of style, composition, editing, or interpretation of your requirements.
8. Invoicing during project. Normally we invoice only after projects are completed or at pre-arranged milestones. However in the case of slow-moving projects we reserve the right to invoice at earlier times. Should we not receive your feedback within 30 days of the first draft submission, we may invoice up to 50% of the project fee. Should we not receive feedback on the first or second draft within 60 days of the first draft submission, we may invoice for the full project fee. We will remain committed to the project, so long as you maintain contact with us (see clause 9)
9. Communication during project. Should you for any reason cease to maintain communication with us regarding a contracted project, we reserve the right to issue an invoice for the full project fee. Under these terms, ceasing to maintain communication is defined as a period of at least 21 days during which we do not receive communication from you, despite us sending at least three emails to an address via which we have previously communicated. Should such a situation occur, we will also make every effort to contact you by other means, such as by telephone. However, by agreeing to these terms you acknowledge that it is your obligation to maintain contact with us during the project.
10. Terms of payment. Our standard terms are that we will invoice on or after the date on which we deliver the project, or at pre-arranged milestones, and that payment for each invoice will be due 30 days after it is issued, unless we have agreed otherwise in writing.
We may, at our discretion, ask you to pay some or all of the project fee in advance. Situations under which this may occur are if, for example, you are not a UK Limited Company. Should this be the case, any balance of fee will invoiced in the usual way and payment will be due in 30 days.
You agree to make payment by BACS, bank transfer or cheque to the account detailed on our invoice. Should you require any further information, you must request this in good time to allow payment by the due date.
The existence of any other practices within your organisation (such as an ‘end of following month payment procedure’) will not alter your obligation to make payment on the due date shown on our invoice.
11. Late payment. Othen Creative supports the UK Government’s Better Payment Practice Code and believes all businesses should settle their debts on time and in full, and not bankroll their businesses with funds rightfully due to others. Where payment is not received within five working days of the due date on our invoice, we reserve the right to charge interest and claim compensation for late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and European Directive 2011/7/EU.
12. Jurisdiction. Any disputes arising from this contract are to be heard in the Courts of England and Wales.
13. Delivery dates. Customer service is a priority for Othen Creative and we do everything possible to ensure agreed milestones and deadlines are met. However, rare circumstances may arise in which it is not possible to deliver work on time. Should this occur, we always seek to notify you and reach agreement beforehand. Nevertheless, under these terms and conditions we reserve the right to put back any delivery date by 48 hours, so long as we notify you at least 24 hours in advance of the original deadline.
14. Data security. If our contract involves the passing of data, information or other material from your organisation or your client to us, we will willingly enter into a non-disclosure agreement (NDA) and take all reasonable steps to secure that data, information or material. However, you agree to indemnify us against any action by you or your client should theft, accidental disclosure or loss of this information or property occur.
15. Intellectual property of sample material. As part of the project brief, you may ask us to view existing work which you have created, or which another party has created for you. In this case, you affirm that you are the copyright holder, or that the copyright holder has authorised you to allow this work to form part of a new copyright work.
You also agree to indemnify us against any claims that the new work we create for you breaches any existing copyright.
You acknowledge that any new work we produce for you may contain elements of, or similarities to, the work you supplied to us but that nevertheless it will be considered an original work under the terms of the contract.
16. Intellectual property of new material. UK copyright law automatically deems Othen Creative the author and therefore the copyright owner of any newly created work. Unless explicitly agreed otherwise by a separate contract, Steph Othen Creative will not claim royalties or licensing fees for any of the work we produce for you, so long as the work is used for the purpose for which it was created.
Once a finalised piece of work is delivered to you and the invoice has been settled in full, you will obtain full ownership and usage rights of the work for the purposes agreed in the contract.
17. Errors in work. Although we make every effort to ensure our work is error free, the responsibility for making final checks resides with you the client. Therefore you indemnify Steph Othen Creative against any action arising as a result of errors appearing in published work, regardless of how and when those errors found their way into the work.
18. Collaboration with other professionals. Othen Creative may from time to time engage the services of other competent professionals in the delivery of part or all of the work for your project. Naturally, we take steps to ensure the work produced by these professionals is of the same high standard you can always expect from us.
19. Fair use. Unless agreed otherwise, we reserve the right to: refer to you as a client online or in print; show examples of the work we have produced for you online or in print; include an appropriate credit for Othen Creative in publications produced on your behalf.
20. Colour disclaimer. During design and print projects, the proofs we supply, either in hard copy or digital form, may not give an exact indication of final colour balance. However, the final proof supplied prior to printing will be an accurate reflection of colour balance.