TERMS OF BUSINESS

This Creative Services Agreement is entered into on the date of acceptance by the Client and is made between Odds + Ends Creative and the undersigned Client. The Agency and Client are collectively referred to as the "Parties."

By signing this Agreement, the Client agrees to the terms and conditions set forth below:

1. Scope of Work

The Agency agrees to provide creative services as outlined in the project brief, which may include design work, photography, website development, or any other services as requested by the Client. These services will be executed in accordance with the timeline and specifications agreed upon.

2. Project Deposits & Payments

a. Deposit: A 50% deposit of the total project fee is required before any work commences. This deposit is non-refundable once work has started.

b. Final Payment: The remaining 50% of the project fee is due upon completion of the project, prior to the delivery of any work, including design files, photographs, or websites.

c. Ownership & Access: No work, files, or deliverables will be provided to the Client, nor will the Client have any rights to use the work, until full payment has been received by the Agency. Any work completed, but not paid for in full, remains the property of the Agency.

3. Amendments and Revisions

a. The Client is entitled to two (2) rounds of revisions at no additional charge, as long as the revisions are within the scope of the original project agreement.

b. Any revisions requested after the second round of amends will be billed at the Agency's standard hourly rate, which will be communicated to the Client prior to proceeding with any additional work.

c. Revisions outside the initial scope (e.g., significant changes in direction, content, or new deliverables) will also be subject to additional charges at the Agency's standard hourly rate.

d. Any amendments after sign-off has been given will be billed at the standard hourly rate.

4. Client’s Responsibilities

a. Content Accuracy: It is the Client’s responsibility to thoroughly review all content, including but not limited to spelling, grammar, and factual accuracy, prior to submission. The Agency is not responsible for any errors or omissions in content provided by the Client.

b. Licensing & Ownership of Content: The Client warrants that all images, videos, copy, and other materials provided for use in the project are either their own property or they have obtained the necessary licenses to use such assets. The Agency is not responsible for any legal issues that arise from the Client’s use of unlicensed content.

5. Copyright & Ownership

a. The Agency retains full ownership and copyright over all work completed until full payment is received. Upon full payment, the Client will receive a license to use the deliverables in accordance with the terms of the project.

b. Any work completed but not paid for in full will remain the intellectual property of the Agency, and the Client will have no right to use, distribute, or make copies of the work until all payments are settled.

6. Confidentiality

Both parties agree to maintain the confidentiality of any sensitive or proprietary information disclosed during the course of the project. This includes design concepts, strategies, business plans, and any other confidential materials shared by either party.

7. Project Timeline & Delays

a. The Agency will provide the Client with an estimated project timeline. While the Agency will make every effort to meet deadlines, delays may occur. The Client agrees to cooperate with the Agency to facilitate the timely completion of the project.

b. If the Client fails to provide timely feedback, materials, or approvals, the project timeline may be extended, and the Client may be charged additional fees for any delays caused by their inaction.

8. Cancellation Policy

a. If the Client wishes to cancel the project after work has commenced, the 50% deposit will be retained by the Agency as compensation for the work completed up to the point of cancellation.

b. If the Client cancels the project before work has begun, the deposit may be refunded, less any applicable administrative fees.

9. Limitation of Liability

The Agency shall not be held liable for any indirect, incidental, or consequential damages arising from the use of the deliverables, including but not limited to loss of revenue, business interruption, or loss of data.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England & Wales, without regard to its conflict of law principles.

11. Portfolio Use

a. The Agency retains the right to display, publish, and share the completed work for promotional and portfolio purposes, including but not limited to websites, social media, design showcases, and industry awards.

b. The Agency agrees not to disclose any confidential or proprietary information of the Client when showcasing the work.

c. If the Client does not wish for the work to be included in the Agency’s portfolio or promotional materials, they must notify the Agency in writing before the project commences. Any request for confidentiality after project completion may be subject to additional fees.

d. If the Client requires a confidentiality period before the work is made public, they must notify the Agency in writing before the project commences, and both Parties will agree on a reasonable timeframe.

12. Non-Exclusivity

The Agency is free to work with other clients, including those within the same industry as the Client. This Agreement does not grant the Client exclusive rights to the Agency’s services unless otherwise agreed upon in writing.

13. Late Payments

a. If the Client fails to make payment by the due date, the Agency reserves the right to charge a late fee of 5% per month on the outstanding balance.

b. If payment is not received within 30 days of the due date, the Agency may pause work, withhold final deliverables, or take further legal action to recover the outstanding amount.

14. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, whether written or oral, relating to the subject matter of this Agreement. Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.



15. Acceptance

By signing this Agreement, the Client acknowledges that they have read, understood, and agreed to all the terms and conditions set forth herein.