Okapi Creative Terms and Conditions
Introduction
These Terms and Conditions govern the supply of web design, web development, content, publishing, maintenance, and related digital services by Seer Arts Ltd, trading as Okapi Creative, to its clients. They define the basis on which services are quoted, accepted, delivered, and paid for.
By accepting a quotation, proposal, statement of work, or invoice, or by instructing work to begin, the client is taken to have accepted these Terms and Conditions unless otherwise agreed in writing.
1. Definitions
- Agency means Seer Arts Ltd trading as Okapi Creative.
- Client means the individual, company, charity, partnership, or other organisation purchasing services.
- Services means the work described in a quotation, proposal, estimate, statement of work, support agreement, or other written communication.
- Deliverables means the outputs produced as part of the Services, including websites, designs, code, templates, content, graphics, reports, or related materials.
2. Scope of services
The Agency will provide the Services described in the relevant written quotation, proposal, or statement of work. Any work requested outside the agreed scope may be treated as additional work and charged separately.
Minor adjustments may be included where reasonably consistent with the agreed scope. Material changes, additional functionality, repeated revisions, or work caused by incomplete instructions may result in revised fees and timescales.
3. Client responsibilities
The Client must provide accurate instructions, content, approvals, logins, access details, and other required materials in a timely way. The Client is responsible for ensuring it has the right to use any text, images, trademarks, data, or other material supplied to the Agency.
The Client is also responsible for reviewing work promptly and providing feedback or approvals within any agreed review period. Delays by the Client may lead to revised delivery dates and, where appropriate, additional charges.
4. Quotations and acceptance
Unless otherwise stated, quotations are valid for 30 days from the date of issue. A project is not treated as scheduled or confirmed until the quotation or proposal is accepted and any required deposit has been received.
The Agency may refuse or withdraw a quotation before acceptance where there has been a material error, change in scope, or change in costs beyond its reasonable control.
5. Fees and payment
Fees are set out in the quotation, proposal, or other written agreement. The Agency may require staged payments, deposits, retainers, or advance payment depending on the type and scale of work.
Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date. The Agency may suspend work, withhold deliverables, or remove access to non-essential services where invoices remain overdue.
The Client is responsible for all bank charges, transfer fees, taxes, duties, or similar amounts not expressly stated as included. Statutory interest and recovery costs may be charged on late payments where permitted by law.
6. Delivery and timescales
Any delivery date or project timeline is an estimate unless expressly agreed as fixed in writing. The Agency will use reasonable efforts to meet agreed milestones, but is not liable for delay caused by Client delay, third-party services, force majeure, or circumstances outside its reasonable control.
Where a project becomes inactive because information, content, or feedback is not provided, the Agency may reschedule the work or close the project after giving reasonable notice.
7. Revisions and change requests
Any included revision rounds will be set out in the quotation or proposal. Requests outside those revision rounds, or requests that materially alter previously approved work, may be charged at the Agency’s standard rate or under a revised estimate.
All significant change requests should be confirmed in writing before the additional work begins.
8. Third-party services and costs
Projects may depend on third-party services such as domain registrars, hosting providers, SSL certificate providers, plugins, APIs, fonts, stock media, payment gateways, analytics platforms, or software licences. Unless expressly stated otherwise, third-party fees are payable by the Client.
The Agency is not responsible for changes, outages, pricing decisions, licence restrictions, or discontinuation imposed by third-party suppliers, although reasonable assistance may be provided where appropriate.
9. Intellectual property
The Agency retains ownership of its pre-existing materials, know-how, code libraries, frameworks, design methods, templates, and tools. Ownership of bespoke Deliverables will transfer only to the extent stated in the quotation or proposal and only after all invoices relating to the relevant work have been paid in full.
Unless otherwise agreed, the Client receives a non-exclusive right to use the completed Deliverables for its own business purposes once full payment has been made. The Agency may reuse general skills, ideas, non-confidential techniques, and underlying know-how developed during the project.
10. Content and legal compliance
The Client is responsible for the legality, accuracy, and suitability of all content supplied for publication or inclusion in the project. The Agency may refuse to publish or continue work on material that appears unlawful, defamatory, misleading, infringing, abusive, or otherwise inappropriate.
The Client remains responsible for sector-specific legal compliance relating to its own website or business, including accessibility, regulated claims, advertising compliance, consumer law, data protection disclosures, cookie consent, and sector regulations, unless the Agency has expressly agreed in writing to advise on those matters.
11. Hosting, maintenance, and support
Where hosting, maintenance, or support services are supplied, they are governed by the relevant quotation, package terms, or service agreement. Unless expressly included, the Agency is not obliged to provide ongoing updates, backups, monitoring, or technical support after project completion.
Emergency work, recovery work, and out-of-scope support may be charged separately.
12. Warranties and liability
The Agency will provide the Services with reasonable care and skill. Except as required by law, all other warranties are excluded to the fullest extent permitted.
The Agency will not be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss arising from third-party systems, cyber incidents, hosting failures, search engine changes, or Client misuse. Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot legally be excluded or limited.
Subject to the previous paragraph, the Agency’s total liability arising out of or in connection with the Services shall not exceed the total fees actually paid by the Client for the specific Services giving rise to the claim during the 12 months before the event complained of.
13. Confidentiality
Each party should keep confidential information received from the other party secure and should not disclose it to third parties except where necessary for the performance of the Services or where disclosure is required by law.
14. Termination
Either party may terminate a project or service arrangement by written notice if the other commits a material breach and fails to remedy it within a reasonable time after being asked to do so. The Agency may also terminate or suspend Services where there is non-payment, abusive conduct, unlawful use, or a breakdown in cooperation that makes the work impracticable.
On termination, the Client must pay for all work completed up to the termination date, together with any committed third-party costs and any agreed non-cancellable charges.
15. Portfolio rights
Unless the Client and Agency agree otherwise in writing, the Agency may identify the Client and display non-confidential project work in its portfolio, case studies, credentials, or award submissions after the work has gone live or been publicly launched.
16. Force majeure
The Agency is not responsible for failure or delay caused by events beyond its reasonable control, including utility failure, telecommunications failure, severe illness, labour disputes, cyberattacks, fire, flood, pandemic-related disruption, government action, or failure of suppliers.
17. General
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in force. A waiver of any breach is not a waiver of any later breach. These Terms may only be varied in writing by authorised representatives of both parties.
18. Governing law and jurisdiction
These Terms and Conditions are governed by the laws of England and Wales. Any dispute arising in connection with them shall be subject to the exclusive jurisdiction of the courts of England and Wales.
This template is designed for use by Okapi Creative, trading name of Seer Arts Ltd.