Creative Services Agreement
Effective Date: 16.08.2026
1. Introduction
This Creative Services Agreement (the “Agreement”) is entered into between Osphoria OÜ, registry code 17550513, with its registered address at Telliskivi tn 60a/5, 10412 Tallinn, Estonia (“Osphoria”), and the person or legal entity identified as the customer during checkout or in the applicable order confirmation (the "Client")
Together, Osphoria and the Client are referred to as the “Parties.”
2. Project Scope
The Client’s “Project Scope” consists of the plan, price, currency, taxes, billing frequency, Creative Capacity, start date, Services, and any other commercial details displayed to and accepted by the Client at checkout and recorded in the applicable order or payment confirmation.
The Client’s checkout or order confirmation is incorporated into and forms part of this Agreement. If Osphoria and the Client expressly agree to additional or different commercial terms in a written proposal or order confirmation, those terms also form part of the Project Scope.
The Project Scope identifies the Client’s selected plan and the principal commercial terms of the engagement, but does not guarantee a fixed number of Deliverables, production hours, turnaround time, or dedicated personnel unless expressly stated in the applicable plan or order confirmation.
3. Services
Osphoria will provide creative production and related services described in the Project Scope (the “Services”). The Services may include video editing, motion design, animation, colour grading, sound design, subtitles, captions, creative strategy, research, consulting, and related production or post-production services.
The Client may request individual projects, deliverables, revisions, or related tasks within the Services. Each individual assignment is a “Project,” and the final work produced for the Client is a “Deliverable.”
Project briefs, priorities, deadlines, specifications, approvals, and other practical instructions may be agreed through email, the designated project-management platform, or another written communication channel used by the Parties. These operational communications form part of the applicable Project but do not amend the general legal terms of this Agreement unless the Parties expressly agree otherwise in writing.
Osphoria may reasonably decline or pause work that falls outside the agreed Services, exceeds the Client’s available Creative Capacity, cannot lawfully be performed, conflicts with third-party rights, or does not comply with this Agreement.
4. Creative Capacity and Workflow
The Client purchases access to Creative Capacity, not a fixed number of Deliverables, production hours, revisions, or dedicated personnel. The amount and speed of work that can be completed depend on factors including complexity, duration, source-material quality, creative direction, revision volume, Client responsiveness, technical requirements, and the selected plan.
Osphoria will organise and allocate its Creative Team according to the requirements of the Client’s active Projects. No particular employee, contractor, editor, creative director, or other contributor is assigned exclusively to the Client unless expressly agreed in the Project Scope.
Osphoria may limit the number of Projects or production stages handled simultaneously so that work remains within the Client’s available Creative Capacity. Projects may be queued and prioritised in consultation with the Client.
Unless expressly agreed otherwise, unused Creative Capacity does not accumulate, carry forward, or create a credit against future billing periods.
Any delivery date or turnaround estimate is based on the information and materials available when it is given. It is an estimate unless Osphoria expressly confirms in writing that it is a fixed deadline.
A delivery schedule begins only when Osphoria has received the information, materials, access, direction, and approvals reasonably necessary to begin the relevant work. Client delays, material changes, additional requests, or delayed feedback may extend the schedule.
Osphoria may update its internal tools, workflows, production methods, and allocation of personnel, provided that doing so does not materially reduce the Services purchased by the Client during the current billing period.
5. Client Responsibilities
The Client is to provide clear and accurate instructions, timely feedback and approvals, and all content, files, credentials, brand materials, information, and access reasonably required to perform the Services (“Client Content”).
The Client represents and warrants that it owns or has obtained all rights, permissions, licences, releases, and authorisations necessary for Osphoria and its Creative Team to possess, process, edit, reproduce, and otherwise use the Client Content for the Services.
The Client is responsible for the accuracy, legality, and completeness of the Client Content and for reviewing Deliverables before publication or commercial use, including names, claims, prices, dates, subtitles, translations, legal notices, and factual information.
The Client is to provide consolidated feedback through the agreed communication channel. Conflicting, fragmented, or delayed instructions may affect production capacity and delivery schedules.
The Client must not knowingly solicit, employ, contract directly with, or accept substantially similar services outside Osphoria from a member of Osphoria’s Creative Network introduced through the Services during the engagement or for twelve (12) months after it ends, without Osphoria’s prior written consent.
6. Fees, Billing, and Taxes
The Client will pay the fees displayed and accepted at checkout or stated in the applicable order confirmation. Unless otherwise stated there, subscription fees are charged in advance at the beginning of each billing period.
Fees are exclusive of VAT, sales tax, withholding tax, and similar governmental charges unless expressly stated otherwise. The Client is responsible for all applicable taxes other than taxes imposed on Osphoria’s net income. If the Client is legally required to withhold an amount, it will provide appropriate evidence and cooperate with Osphoria in applying any available exemption or treaty relief.
The Client authorises Osphoria and its payment provider to charge the agreed payment method for recurring fees and other charges expressly approved by the Client.
If payment is overdue, rejected, reversed, or subject to a chargeback, Osphoria may suspend the Services and withhold Deliverables until the outstanding amount is paid. Suspension does not extend the billing period or create an entitlement to additional Creative Capacity.
Unless otherwise agreed in writing, fees are non-refundable once a billing period has begun because Osphoria reserves production capacity and incurs costs in reliance on the engagement. This does not limit any refund or remedy required by mandatory law.
Additional expenses—including specifically approved stock assets, music licences, fonts, voice-over services, travel, physical production, or third-party services—are payable by the Client only where approved in advance.
Osphoria may change its pricing for a future billing period by giving the Client at least thirty (30) days’ written notice. The Client may cancel before the new price takes effect. A price change does not apply retroactively.
7. Subscription Term and Cancellation
This Agreement begins when the Client accepts it during checkout or otherwise agrees to it in writing. The Subscription begins on the date stated in the applicable checkout or order confirmation.
Unless the Project Scope states otherwise, the Subscription automatically renews for successive periods equal to the billing frequency until cancelled by either Party.
Either Party may cancel the Subscription at any time by written notice. Unless the Parties agree otherwise, cancellation takes effect at the end of the current paid billing period and prevents the next renewal.
Cancellation does not entitle the Client to a refund for the current billing period. Osphoria may continue active Projects until the end of that period, but is not required to begin work that cannot reasonably be completed within the remaining Creative Capacity and time.
The Client must download or request delivery of required files before the engagement ends. Unless otherwise agreed, Osphoria may delete Client Content and working files after ninety (90) days following termination or completion of the relevant Project.
8. Revisions, Approval, and Deliverables
Revisions requested within the agreed Services are handled using the Client’s available Creative Capacity. Included revisions are not unlimited simultaneous work and do not guarantee completion of every requested change within a particular billing period.
A request that materially changes an approved brief, replaces source material, changes the intended format or concept, or adds new Deliverables may be treated as a new or expanded Project.
The Client will review Deliverables promptly and provide sufficiently specific feedback. Publication, distribution, or other commercial use of a Deliverable constitutes acceptance of that Deliverable, except for defects that could not reasonably have been identified beforehand.
Osphoria will use commercially reasonable efforts to correct a Deliverable that materially fails to follow the agreed brief if the Client notifies Osphoria within fourteen (14) days after delivery. This does not apply to subjective preference changes, new instructions, errors originating in Client Content, or third-party platform changes.
Unless expressly included in the Project Scope or relevant Project brief, delivery of a final Deliverable does not include editable source files, project files, raw working files, unused concepts, internal notes, templates, licensed production resources, or proprietary workflows.
Intellectual Property
The Client retains ownership of the Client Content.
Upon Osphoria’s receipt of full payment of all fees due for the applicable billing period or Project, Osphoria assigns to the Client all transferable worldwide economic intellectual-property rights owned by Osphoria in the final Deliverables created specifically for the Client, for the full duration of those rights.
The transfer described above does not include:
Osphoria’s pre-existing or independently developed materials, processes, methodologies, templates, workflows, systems, software, tools, know-how, and general production techniques;
drafts, unused concepts, internal working materials, or source files not expressly included in the Project Scope;
Client Content;
third-party materials; or
materials that cannot legally be transferred.
To the extent Osphoria-owned background material is incorporated into a final Deliverable and is necessary to use that Deliverable, Osphoria grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use that material solely as incorporated into the Deliverable.
Third-party materials remain subject to their applicable licence terms. Osphoria will identify material licensing restrictions known to it where reasonably relevant, but the Client is responsible for uses outside the disclosed or intended scope.
No intellectual-property rights transfer before full payment. Until then, the Client may review Deliverables internally but may not publish, distribute, exploit, or commercially use them unless Osphoria agrees otherwise in writing.
10. Portfolio and Public Display
Unless the Client requests confidentiality in writing, the Client grants Osphoria a non-exclusive, worldwide, royalty-free licence to display completed and publicly released Deliverables, together with the Client’s name and logo, for Osphoria’s portfolio, website, social media, case studies, awards, pitches, recruitment, internal training, and promotional purposes.
Osphoria will not publicly display confidential, embargoed, or unreleased work before the Client publishes it or otherwise authorises its release.
The Client may request in writing that a particular Project not be displayed publicly. Osphoria will honour the request for future use within a reasonable period, but is not required to recall physical materials or third-party publications already released.
11. Confidentiality and Data Security
“Confidential Information” means non-public business, technical, financial, operational, strategic, creative, or commercial information disclosed by one Party to the other that is identified as confidential or should reasonably be understood to be confidential.
Each Party will use the other Party’s Confidential Information only as necessary to perform or receive the Services and will protect it using reasonable care. Confidential Information may be disclosed only to personnel, professional advisers, and contractors who reasonably need access and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public without breach of this Agreement; (b) was already lawfully known without confidentiality restrictions; (c) is received lawfully from another source without confidentiality restrictions; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
A Party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted and reasonably cooperates in limiting the disclosure.
Osphoria will use reasonable technical and organisational measures to protect Client Content. The Client will provide only the access and personal data reasonably necessary for the Services and will maintain appropriate security for its own systems and credentials.
If the Services require Osphoria to process personal data on the Client’s behalf in a manner requiring a separate data-processing agreement under applicable law, the Parties will enter into an appropriate data-processing agreement.
The obligations in this Section continue for five (5) years after this Agreement ends, except that trade secrets and personal data remain protected for as long as required by applicable law or while they retain their protected character.
12. Creative Team and Subcontractors
Osphoria may use employees, independent contractors, editors, specialists, studios, and other authorised contributors as part of its managed creative network (together, the “Creative Team”) to perform the Services.
Osphoria remains responsible for managing the Services and requires members of the Creative Team to comply with confidentiality, intellectual-property, and security obligations appropriate to their roles.
Relevant Client Content may be shared with members of the Creative Team only where reasonably necessary for their assigned work.
The Client does not acquire any employment, management, or direct contractual relationship with a member of the Creative Team through this Agreement.
13. Artificial Intelligence and Production Tools
Osphoria uses human-led creative production. Every Project is directed, reviewed, or delivered by creative professionals, while software and AI-assisted tools may support the production process.
Depending on the Project, Osphoria and its Creative Team may use AI-assisted tools for transcription, translation, upscaling, organisation, editing assistance, quality enhancement, accessibility, or similar production purposes.
Osphoria will use such tools responsibly and in accordance with applicable law, agreed Client requirements, and reasonable security practices. Osphoria will not knowingly upload the Client’s Confidential Information to a public generative-AI service for model training without the Client’s prior written permission.
The Client must notify Osphoria in writing before work begins if a Project is subject to specific contractual, regulatory, platform, or internal restrictions concerning AI-assisted tools.
14. Representations and Warranties
Each Party represents that it has the legal power and authority to enter into this Agreement.
Osphoria warrants that it will perform the Services using commercially reasonable skill, care, and professional judgment.
Except as expressly stated in this Agreement, the Services and Deliverables are provided without additional warranties. Osphoria does not guarantee any particular commercial result, audience response, platform performance, revenue, conversion rate, approval by a third-party platform, or uninterrupted availability of third-party systems.
Osphoria is not responsible for defects, claims, or delays caused by Client Content, inaccurate or incomplete Client instructions, unauthorised Client modifications, third-party materials selected or supplied by the Client, or use of a Deliverable outside its agreed purpose.
15. Liability
To the fullest extent permitted by law, neither Party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill, reputation, business opportunity, or data.
To the fullest extent permitted by law, Osphoria’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by the Client to Osphoria during one (1) month immediately preceding the event giving rise to the claim.
The limitations in this Section apply regardless of the legal basis of a claim and even if a Party was advised that the loss was possible.
16. Suspension and Termination
Either Party may terminate this Agreement immediately by written notice if the other Party materially breaches it and, where the breach can reasonably be corrected, fails to correct the breach within seven (7) calendar days after receiving written notice.
Osphoria may suspend or terminate the Services immediately where the Client:
fails to pay an amount when due;
provides unlawful, infringing, fraudulent, abusive, or materially misleading content or instructions;
creates a material security, legal, reputational, or operational risk;
misuses the Services or Creative Team; or
repeatedly fails to provide information or cooperation reasonably necessary for performance.
Where reasonably possible, Osphoria will notify the Client and allow an opportunity to correct the issue before suspension or termination.
Termination does not affect accrued payment obligations, rights in Deliverables already paid for, confidentiality duties, intellectual-property provisions, liability limitations, or any provision intended to continue after termination.
17. General Provisions
Independent businesses:
The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, or agency between them.
No exclusivity:
Unless expressly agreed in the applicable order confirmation, neither Party is required to work exclusively with the other.
Force majeure:
Neither Party is responsible for delay or failure caused by circumstances beyond its reasonable control that it could not reasonably foresee or avoid. The affected Party will promptly notify the other and take reasonable steps to limit the disruption. Payment obligations for Services already provided are not excused.
Assignment:
The Client may not assign or transfer this Agreement without Osphoria’s prior written consent. Osphoria may assign this Agreement as part of a merger, reorganisation, sale of substantially all relevant assets, or transfer to an affiliated company, provided the assignment does not materially reduce the Client’s rights.
Notices:
Formal notices under this Agreement may be sent by email to the addresses provided during checkout, stated in the applicable order confirmation, or later notified in writing. A notice is considered received on the next business day after sending unless the sender receives a delivery-failure message.
Entire agreement and priority:
This Agreement, including the Project Scope and any expressly incorporated written terms, constitutes the entire agreement between the Parties concerning the Services and supersedes earlier proposals, discussions, and representations on that subject. If there is a conflict, expressly agreed additional or special terms in an order confirmation control first, followed by the main body of this Agreement, followed by an applicable Project brief. Osphoria’s website Terms of Service govern general website use but do not override this Agreement.
Amendments:
Changes to this Agreement must be agreed in writing by both Parties. Operational Project instructions and briefs may be agreed through the normal communication channels without formally amending this Agreement.
Severability and waiver:
If a provision is invalid or unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver of that provision or any other right.
Governing law and jurisdiction:
This Agreement is governed by the laws of Estonia. Any dispute arising out of or relating to this Agreement will be submitted to the competent courts of Estonia, including Harju County Court where applicable, unless mandatory law provides otherwise.
18. Acceptance
The Client accepts this Agreement by selecting the agreement checkbox and completing checkout, or through another electronic acceptance method provided by Osphoria. By accepting, the individual completing the transaction confirms that they have read and understood this Agreement and are authorised to bind the Client. Electronic acceptance and Osphoria’s corresponding checkout and transaction records have the same effect between the Parties as a signed agreement to the fullest extent permitted by law.
