These Terms of Service ("Terms") govern the general terms between Osphoria OÜ, Estonian registry code 17550513, Telliskivi tn 60a/5, 10412 Tallinn, Estonia, ("Osphoria"), and its Clients ("Client").

It governs the Client's ongoing relationship with Osphoria, including one-off projects, subscriptions, and more ordered through the client portal or otherwise agreed in writing.

1. Scope of Services

Osphoria provides one-off and subscription-based creative production Services, which may include video editing, motion graphics, animation and 3D, colour grading, sound design, captions, subtitles, creative strategy, research and related production services, to the extent included in an Order.

The Services are provided via Osphoria's platform (app.osphoria.com), or via other related tools specified in writing -  the platform is used to for things such as managing projects, sending files, messages, approvals, invoices, subscription management and electronic signing.

“Client Content” means materials and information supplied or selected by the Client. “Deliverables” means the final work expressly identified for delivery under an Order.

Nothing in this Agreement guarantees any fixed number of Deliverables, production hours, personnel, or turnaround times unless expressly agreed in writing. The website’s invitation to start within 24 hours concerns onboarding and commencement of work, and is not a guarantee of finished work within 24 hours.

Osphoria does not guarantee views, revenue, virality, audience response or third-party platform approval.

Unless otherwise specified, the final Deliverables will be delivered in aspect ratio 9:16.

Unless otherwise specified, the final Deliverables will be delivered within 7 days, excluding revisions.

One round of Revisions of the final Deliverables are included in each price. Osphoria reserves the right to treat major changes as an additional Order with its own payment.

The Deliverables include the final videos - editable project files, source files, unused concepts, internal notes and production tools are excluded unless expressly included in the Order.

2. Orders and Payment

An “Order” is a one-off purchase, monthly subscription or other commercial instruction that is expressly accepted by both parties. Osphoria may offer an Order through its platform, or another written channel; the Client may accept by completing the corresponding checkout or expressly confirming it in writing.

The specific Services, Deliverables, Pricing, and any project-specific requirements depend on the specific Order the Client purchases.

Prices exclude applicable VAT or similar transaction taxes unless stated otherwise.

This Agreement applies to all Orders accepted after its effective date, including purchases after a period of inactivity, unless the Agreement has been terminated. Signing or opening a platform account does not itself purchase a subscription, authorize unspecified charges or create a minimum spend. Existing work is brought under this Agreement only if both parties expressly identify it in writing.

An Order sets commercial terms; briefs and messages set practical instructions. A change that increases fees, adds paid work or changes a committed scope requires approval before it takes effect. Ordinary project instructions cannot change the legal terms of this Agreement.

Payment fees are billed in advance, unless specifically agreed otherwise in writing.

Payments are non-refundable due to the customized nature of the Services, unless specifically agreed otherwise in writing. Osphoria retains the right to cancel a subscription or one-off Order early without prior notice, in which case it will refund the unused portion of the Order.

Osphoria is not obligated to commence work before Payment has been made in full, unless specifically agreed otherwise in writing.

Both the Client and Osphoria may cancel their subscription at any time.

Osphoria may only change an automatically renewing subscription's price or details with at least 30 days' written notice, effective no earlier than the next renewal after that period. Osphoria retains the right to change its prices or details without prior notice if it does not renew the subscription automatically.

3. Sub-Contractors

Osphoria delivers its Services through a combination of Employees and independent Contractors that provide editing and related services ("Contractors").

By signing this Agreement, the Client authorizes Osphoria to share all necessary data with its Contractors.

The Client engages Osphoria as a single service provider and acknowledges that individual Contractors are managed solely at Osphoria's discretion.

Nothing in this Agreement creates any contractual relationship between the Client and any member of Osphoria's Contractors.

The Client shall not knowingly solicit, employ, retain, or otherwise contract directly with members of Osphoria's Contractor Network introduced through the Services during the engagement or for 12 months following its termination without Osphoria's prior written consent.

Osphoria remains accountable for the creative standard of Deliverables delivered to the Client.

4. Client Responsibilities

The Client is responsible for protecting their account access to the Osphoria platform.

The Client represents and warrants that all Client Content may lawfully be used by Osphoria to perform the agreed Services.

The Client is to provide all necessary Content for Osphoria to complete its Services, such as footage, brand assets, brand guidelines, technical specifications, necessary feedback and more.

The Client is to check factual claims, names, dates, captions, translations and required notices before publication.

5. Intellectual Property

The Client retains its rights in Client Content and grants Osphoria and its authorised team a limited license to use, copy, edit and share it only as necessary to perform the Services. The Client warrants that it has the rights and permissions needed for those activities and the intended publication, including relevant music, recording, footage, performer, likeness and brand permissions. Public availability or inclusion in a reference does not establish permission.

Osphoria is responsible for obtaining adequate rights in material it independently supplies and will disclose relevant third-party licence restrictions before inclusion.

Upon delivery and full payment of the fees for the relevant Project or subscription period, Osphoria assigns to the Client all transferable worldwide economic intellectual property rights in the original final Deliverables created for that Client, for the full duration of those rights. These include rights to reproduce, publish, distribute, perform, communicate, adapt, combine, translate, license, sublicense and transfer the work in all media. Third-party materials remain subject to disclosed licence terms.

Osphoria may use production and AI-assisted tools for editing assistance, transcription, translation, upscaling and similar tasks, subject to confidentiality, data protection and agreed restrictions but is not to use Client Content to train general-purpose AI models or sell them to a service that may use it for such training without the Client’s express written permission.

6. Confidentiality

Each party will protect the other’s non-public information with reasonable care and use it only for this relationship. Confidential information includes unreleased music, footage, campaigns, credentials, plans and business information, whether or not marked confidential. Disclosure is limited to people who need access and are bound by confidentiality duties.

Confidentiality continues for 12 months after termination; trade secrets and unreleased creative material remain protected while confidential, and personal data for as long as law requires.

After the Client has publicly released a Deliverable, it permits Osphoria to upload and show it and the Client name and logo in Osphoria's portfolio, case studies and promotion. If a Deliverable is specifically meant to be uploaded online on the website, social media or other controlled channels of Osphoria or one of the Contractors it partners with, Osphoria or the Contractor gain those same rights.

7. Data Processing

Osphoria's client portal is powered by "Plutio". Osphoria is to take appropriate security measures to protect its own account and the associated accounts of its Clients.

When sharing Client Content and other associated data with its Contractors, Osphoria is to take reasonable measures to minimize data exposure, such as only sharing files necessary for the performed work.

Osphoria is not to sell Client Data to third parties for purposes such as AI training.

Osphoria will not retain access or store any Client Data for longer than is necessary to perform its Services, or required by law.

8. Liability

Each party’s aggregate liability arising from an Order is limited to the total fees paid or payable under that Order in the 30 days before the event, or the full fee for a fixed one-off Order.

Osphoria is not to be held liable for damages arising from misconduct from any of its Contractors, such as an editor accidentally leaking Client Content, in which case Osphoria is to immediately take appropriate measures to mitigate damages and notify the Client.

Osphoria's client portal is powered by "Plutio". Osphoria is not to be held liable for a data breach at "Plutio", in which case Osphoria is to take appropriate measures to minimize damages and notify the client.

9. General Terms and Disputes

This Agreement is governed by the laws of Estonia. Any dispute arising from this Agreement shall be submitted to the competent courts of Estonia, including the Harju County Court, unless mandatory law provides otherwise.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

The Parties are independent businesses and non-exclusive unless an Order expressly states otherwise.

Force Majeure - Neither Party is responsible for a delay or failure caused by circumstances beyond its reasonable control that it could not reasonably have foreseen or avoided. The affected Party must promptly notify the other and reasonably limit the disruption.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions relating to that subject matter. Any amendment must be made in writing and signed by both Parties.

10. Acceptance

By using Osphoria's services, the signee confirms that they are at least 18 years old, authorized to sign on behalf of the Client, and that the Client accepts this Agreement.

19. Contact

In case of any questions regarding these Terms or Osphoria’s Services, please contact us:

Osphoria OÜ
Telliskivi 60a/5
10412 Tallinn
Estonia

contact@osphoria.com