Terms & Conditions
Date: 1/28/26
Between Ocreative Design Studio LLC ("Agency" or "Ocreative") and ("Client"). Client is hiring Agency to perform for the monthly fees of , the annual fees of , and the one instance fee of as detailed in the "Proposal" to which these terms and conditions are attached and incorporated by reference (collectively the "Agreement"). The Agency may also be referred to as "We" and "Us," and the Client may also be referred to as "You." The Agency and Client may be referred to individually as a "Party" and collectively as the "Parties." In consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
This price quotation will be honored for 30 days from the day it was sent. All estimates may vary by +/-10%. Agency shall notify Client in writing as soon as it anticipates that project costs may exceed the original estimate set forth in the Proposal by more than +/-10%. Client must provide written approval before Agency incurs any additional costs exceeding this amount.
Mutual Cooperation: Agency agrees to provide the Deliverables (defined below) as detailed in this Agreement which conform to the specifications detailed herein. The Client agrees to aid Agency in doing so by making available to Agency required information pertaining to the business/project and to cooperate with Agency in expediting the work. Failure of Client to timely provide required information or assistance may result in project delays and additional charges as reasonably incurred by Agency.
Agency Services and Fees: This Agreement constitutes the sole agreement between the Client and the Agency regarding all items outlined herein. Final costs shall be shown when the invoice is rendered. Projects shall be invoiced on a 50%, 25%, 25% schedule or, at Agency's sole option, all charges for project services shall be invoiced on a monthly basis as services are rendered. All sales are final except as otherwise expressly set forth in this Agreement. However, if the project is delayed for longer than 30 days, the Agency will invoice for work completed to-date. All invoices are due within fifteen (15) days of receipt. A service charge of the lesser of (i) 1.5% per month (18% annually) or (ii) the maximum amount permitted by applicable law will be applied to all past due amounts. Client shall be responsible for all costs of collection, including reasonable attorney's fees and court costs. Agency may suspend work on any project if Client's account becomes past due.
Terms of Agreement: This Agreement shall be in effect beginning on the Effective Date. The Client must maintain good financial standing with the Agency at all times. The Client reserves the right at any time and in its absolute discretion to terminate the services of the Agency upon thirty (30) days prior written notice to the Agency. In such event, the Client will be responsible for paying for any work completed but not yet billed to the project. Client agrees to pay invoices in a timely fashion and within the payment terms specified on the invoices. Agency may terminate this Agreement for any material breach by Client, including failure to pay invoices, upon ten (10) days written notice if breach is not cured. Upon termination for any reason, Client shall pay for all work completed up to the termination date, including authorized out-of-pocket expenses.
Confidentiality: All materials furnished to Agency by Client under this Agreement, including but not limited to studies, plans, reports, surveys, and analyses and/or projects and all information regardless of form are the property of Client and shall be treated as "confidential" by Agency (except such information and material as may be established to be available in the public domain or otherwise available without confidentiality restrictions) and shall not be disclosed to any third party without the prior written consent of a duly authorized representative of Client, except to subcontractors of Agency who are subject to the same confidentiality obligation. These confidentiality obligations survive for three (3) years after the expiration or termination of this Agreement.
Requested Revisions: The Client shall be responsible for making additional payments, if any, for changes from original job assignments as directed by the Client. All Client-requested revisions resulting in additional charges must be agreed to in writing (email is sufficient) before work begins. However, no additional payments shall be made for any revisions required due to an Agency error or omission. In addition, all changes to the scope of the Proposal shall be mutually agreed upon in a writing signed by both Parties.
External Costs: Out-of-pocket expenses such as printing, postage, illustrations, photography, shipping, color and digital print outputs, messenger service, and travel shall be billed as they are incurred. Travel expenses are defined as mileage, transportation, hotel, and parking. The Client shall be notified of any outside services that require partial or full payment such as photography, postage, research projects or others as required by the vendor prior to the initiation of the project. No out-of-pocket expenses over $500 shall be incurred without written approval from Client.
Ownership of Materials: All final artwork files produced by the Agency under this Agreement and delivered to Client (the "Deliverables") shall, upon full payment of all outstanding charges, be the property of Client. At such time, the Client shall have exclusive ownership of those Deliverables, and Agency hereby assigns to Client all rights, including copyright, in such Deliverables (subject to any third-party rights). The layered project files are not included in our fees nor the Deliverables but would be made available to Client on a nonexclusive basis for an additional fee that is a minimum $1,000 fee or 25% of the total project fee, whichever is greater. It is understood that work commissioned or obtained by the Agency from third-party vendors including, but not limited to, photographers, illustrators, and image providers such as Getty Images, is subject to different ownership and usage rights which shall be determined on a case-by-case basis. Client acknowledges that individual components of a complete Deliverable should not be re-used by Client without first confirming with Agency that such re-use does not violate any third-party rights or other restrictions on such components. Agency will provide additional details regarding the licensing rights associate with the re-use of such components as reasonably requested by Client, but Agency reserves the right to request additional fees before providing such additional details. The Agency retains a royalty-free, perpetual license to display graphics and other elements prepared under the Proposal, including the Deliverables, as examples of their work in their portfolio and for use to market the Agency. Any unused materials, concepts for the project, or anything else not part of the Deliverables after full payment has been made (including, without limitation, prior versions and drafts of the Deliverables) remain under the ownership of only the Agency and can be reused by Agency in any way it deems fit. The Agency may, in its sole discretion, utilize artificial intelligence technologies, including generative AI, in connection with preparing the Deliverables.
Web Hosting: This paragraph applies if You have entrusted Ocreative with Your website hosting. While We have carefully chosen the third party that hosts and co-manages our cloud-based servers, We cannot guarantee that Your website will be available online one hundred percent of the time or that it will always function without error. You will also be subject to the terms and conditions from the chosen third party that hosts and co-manages our cloud-based servers. If there is a problem with Your website, please notify Us, and We will make reasonable efforts to correct the problem. We always strive for happy customers. To the extent that We are acting as a "Service Provider" as defined in the California Consumer Privacy Act ("CCPA") and maintaining Personal Information (as defined in the CCPA) for You, the Data Processing Addendum linked from Our Privacy Policy will apply and is hereby deemed incorporated by reference into this Agreement. To the extent that a third party is acting as a Service Provider under the CCPA and maintaining Personal Information for You, the third party's data processing addendum will apply.
Errors: The Agency strives for perfection but cannot guarantee that work will be error-free (we're human!) and therefore, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We shall NOT be liable for any special, indirect, incidental, exemplary, punitive, consequential damages, including lost profits, lost data, reputational harm, or OTHER damages related to business interruption. AGENCY'S aggregate liability, if any, for all claims or losses arising out of, connected with, or otherwise related to this Agreement shall not exceed the total fees paid to the Agency by the Client during the twelve (12) months preceding the event that gave rise to such claim or liability.
Force Majeure. Neither Party shall be liable for any delay or failure to perform due to acts of God, war, terrorism, pandemic, government regulations, disasters, strikes, or other circumstances beyond such Party's reasonable control. The affected Party shall promptly notify the other Party of such circumstances and use reasonable efforts to mitigate the impact.
Permissions: Ocreative assumes Client has permission from the rightful owner to use any code, scripts, data, information, and reports provided by Client for inclusion in its materials, and Client will indemnify, hold harmless, protect, and defend (including payment of reasonable attorney's fees) the Agency from any claim or suit arising from the use of such work or otherwise arising from Client's action or inaction under this Agreement.
Governing Law & Venue. This Agreement shall be governed by the laws of the State of Wisconsin, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in the United States District Court for the Eastern District of Wisconsin and state courts located in Waukesha County, Wisconsin, and the Parties submit to the jurisdiction of these courts. Either Party may assign all or any portion of this Agreement by providing written notice to the other Party, and this Agreement will be binding upon the successors and assigns of the Parties.
