Terms & Conditions

1. Scope

These Terms and Conditions govern all services provided by OKTOstudio to its clients, unless a signed proposal, statement of work, or master services agreement states otherwise.

OKTOstudio provides strategic and creative services for businesses, including brand strategy, positioning, messaging, website and homepage copy, AI-assisted brand analysis, design direction, workshops, and related consulting deliverables.

These terms are intended for business clients, entrepreneurs, public institutions, and professional organisations. OKTOstudio does not offer its services to consumers through the website unless expressly agreed in writing.

2. Contract Formation

A contract is formed when:

1. OKTOstudio sends a written proposal, quote, order confirmation, or statement of work; and

2. the client accepts it in writing, by email, by signature, by payment of a deposit, or by otherwise instructing OKTOstudio to begin work.

Each proposal may define the project scope, deliverables, schedule, fees, payment milestones, revision rounds, assumptions, and client responsibilities. If there is a conflict between a proposal and these Terms, the proposal controls for that project.

3. Services and Deliverables

OKTOstudio's services may include fixed-scope sprints, workshops, advisory work, audits, research, strategy documents, creative concepts, website structure, copy, brand language, design recommendations, and implementation support.

Deliverables are provided in the format stated in the proposal, such as slides, documents, Figma files, wireframes, copy decks, Notion pages, PDFs, or other digital files.

Unless expressly agreed, OKTOstudio does not provide legal advice, tax advice, regulated financial advice, medical advice, trademark clearance, consumer law review, or final compliance approval for client materials.

4. Project Process

OKTOstudio may use a focused sprint process. A sprint can include client intake, market and competitor review, positioning options, collaborative workshops, internal decision points, copy or concept development, and final deliverable handover.

The client agrees to provide timely access to relevant materials, including existing websites, product demos, customer insights, sales materials, analytics, brand assets, stakeholder feedback, and other inputs reasonably needed for the work.

If client feedback, approvals, access, or materials are delayed, OKTOstudio may adjust the schedule, delivery date, and any time-sensitive commitments. OKTOstudio is not responsible for delays caused by incomplete, inaccurate, or late client input.

5. Client Responsibilities

The client is responsible for:

1. appointing one main decision-maker for the project;

2. ensuring that stakeholders who need to approve the work are available at agreed milestones;

3. providing complete and accurate information;

4. securing rights to all materials supplied to OKTOstudio;

5. reviewing deliverables carefully before approval or publication;

6. checking legal, regulatory, factual, technical, and industry-specific requirements before using deliverables publicly; and

7. implementing deliverables correctly where implementation is not part of OKTOstudio's agreed scope.

The client remains responsible for business decisions made using OKTOstudio's recommendations.

6. Fees and Payment

OKTOstudio may require a deposit or upfront payment before reserving project time or starting work. Payment deadlines are stated in the proposal or invoice. If no deadline is stated, invoices are payable within 14 calendar days from the invoice date.

Late payments may result in project suspension, delayed delivery, withholding of final files, and statutory default interest. The client remains responsible for agreed fees even if the project timeline is extended due to client delay.

Third-party costs, such as software licences, stock assets, fonts, hosting, research tools, AI tools, contractors, travel, printing, or advertising spend, are charged separately unless included in the proposal.

7. Rescheduling and Cancellation

Workshop and sprint dates are reserved based on OKTOstudio's availability. The client may request rescheduling, but OKTOstudio cannot guarantee equivalent availability.

Unless the proposal states otherwise:

1. cancellations more than 14 calendar days before the start date may be refunded minus work already performed, reserved contractor costs, and non-refundable third-party costs;

2. cancellations 14 calendar days or fewer before the start date are not refundable for fixed-scope sprint deposits; and

3. missed workshops or delayed feedback caused by the client may be treated as used project time.

OKTOstudio may reschedule sessions where necessary due to illness, force majeure, or operational constraints, and will provide reasonable alternative dates.

8. Scope Changes

Any work outside the agreed scope requires written agreement. Out-of-scope work may include additional workshops, additional revision rounds, new deliverables, implementation work, extra stakeholder reviews, legal or compliance adaptation, new target audiences, additional products, additional pages, translation, localisation, or major changes after approval.

OKTOstudio may charge out-of-scope work at the rate stated in the proposal or, if no rate is stated, at OKTOstudio's standard rate at the time of the request.

9. Reviews, Revisions, and Acceptance

The number of included revision rounds is stated in the proposal. Revisions must be consolidated by the client's main decision-maker and submitted within the agreed review period.

Unless otherwise stated, the client must review each deliverable within 5 business days. A deliverable is deemed accepted if the client:

1. approves it in writing;

2. uses, publishes, or implements it;

3. requests work that depends on its approval; or

4. does not provide clear written objections within the review period.

Revision requests must relate to the agreed scope and project brief. Changes in strategy, target audience, product direction, positioning decision, legal requirements, or stakeholder preference after approval may be treated as additional work.

10. Intellectual Property and Usage Rights

Until all invoices for a project are paid in full, all rights in OKTOstudio-created deliverables remain with OKTOstudio.

After full payment, OKTOstudio grants the client the agreed usage rights in the final approved deliverables for the client's own business purposes. Unless the proposal states otherwise, this includes a non-exclusive, worldwide, perpetual right to use, reproduce, adapt, and publish final copy, strategy documents, messaging, website structures, and brand recommendations created specifically for the client.

OKTOstudio retains ownership of:

1. pre-existing methods, frameworks, templates, processes, prompts, research structures, know-how, and reusable tools;

2. draft materials not selected or approved;

3. internal working files, notes, and source materials not identified as final deliverables;

4. generic ideas, concepts, and expertise not unique to the client; and

5. portfolio materials as allowed under Section 12.

The client does not receive rights to third-party materials beyond the licence terms of the relevant third-party provider.

11. Client Materials

The client grants OKTOstudio the right to use client-provided materials only as needed to perform the services. The client confirms that it has the rights and permissions needed to provide those materials to OKTOstudio.

The client indemnifies OKTOstudio against third-party claims arising from client-provided materials, instructions, factual statements, customer data, product claims, trademarks, confidential information, or unlawful use of deliverables after handover.

12. Portfolio, Case Studies, and Publicity

Unless the client objects in writing before the project starts, OKTOstudio may list the client name and logo in its portfolio, website, pitch materials, and social media after the project is completed.

OKTOstudio will not publish confidential project details, non-public strategy, sensitive business data, or unpublished deliverables without the client's consent. Case studies, testimonials, and performance claims require written approval.

13. Confidentiality

Each party must keep confidential information received from the other party confidential and use it only for the agreed project. Confidential information includes non-public business, financial, technical, strategic, product, customer, and operational information.

This obligation does not apply to information that is publicly available, already known without breach of duty, independently developed, lawfully received from a third party, or required to be disclosed by law.

14. Data Protection

Each party must comply with applicable data protection laws, including the GDPR where applicable.

The client should not provide personal data to OKTOstudio unless it is necessary for the project. If OKTOstudio processes personal data on behalf of the client as a processor, the parties will enter into a data processing agreement before such processing begins.

OKTOstudio may use standard business tools for communication, project management, file storage, research, analytics, and AI-assisted work. Details should be described in OKTOstudio's privacy policy and, where required, in a data processing agreement.

15. AI-Assisted Work

OKTOstudio may use AI tools to support research, ideation, analysis, drafting, editing, and workflow efficiency. AI-assisted work is reviewed and curated by OKTOstudio before delivery, but the client remains responsible for final factual, legal, regulatory, and industry-specific checks before publication.

The client must inform OKTOstudio in writing before the project begins if certain materials may not be processed through third-party AI tools or cloud services. OKTOstudio may adjust the workflow, timeline, or fees to accommodate stricter data handling requirements.

OKTOstudio does not guarantee that AI-assisted outputs are unique, registrable as intellectual property, free from all third-party rights, or suitable for regulated use without further review.

16. No Guaranteed Business Outcome

OKTOstudio provides professional strategic and creative services, but does not guarantee specific commercial results, such as increased traffic, conversion rates, revenue, funding, press coverage, search rankings, customer acquisition, investor interest, or market share.

Any examples, benchmarks, projections, or recommendations are estimates or opinions based on available information and do not create a performance guarantee.

17. Liability

OKTOstudio is liable without limitation for intent, gross negligence, injury to life, body, or health, and any liability that cannot legally be limited.

For slight negligence, OKTOstudio is liable only for breach of material contractual obligations. In that case, liability is limited to typical and foreseeable damages.

To the extent legally permitted, OKTOstudio is not liable for indirect damages, loss of profit, loss of revenue, loss of data, reputational harm, business interruption, missed opportunities, or claims arising from the client's implementation, publication, or modification of deliverables.

Mandatory statutory liability, including liability under the German Product Liability Act where applicable, remains unaffected.

18. Termination

Either party may terminate a project for material breach if the breach is not remedied within a reasonable period after written notice.

If the client terminates for convenience after work has started, the client must pay for all work performed, reserved time, committed contractor costs, and non-refundable third-party costs up to the termination date. For fixed-scope sprints, deposits and booked sprint fees may be non-refundable as stated in the proposal.

OKTOstudio may terminate or suspend work if the client fails to pay, repeatedly misses agreed review deadlines, withholds required information, requests unlawful work, or creates a working environment that makes delivery unreasonable.

19. Subcontractors

OKTOstudio may use trusted subcontractors, freelancers, specialists, and technical providers to perform parts of the services. OKTOstudio remains responsible for their work as required by the contract.

20. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including illness, strikes, supply chain disruption, internet outages, platform outages, war, terrorism, natural disasters, government action, or other force majeure events.

The affected party must inform the other party as soon as reasonably possible and take reasonable steps to reduce the impact.

21. Website Use

The content on okto-studio.de is provided for general information and marketing purposes. OKTOstudio makes reasonable efforts to keep website content accurate, but does not guarantee that all information is complete, current, or error-free.

All website content, including text, visuals, layouts, case studies, graphics, and branding, is protected by copyright and other intellectual property rights. It may not be copied, reproduced, modified, distributed, or used commercially without OKTOstudio's prior written consent, except where legally permitted.

External links are provided for convenience. OKTOstudio is not responsible for third-party websites or their content.

22. Governing Law and Jurisdiction

These Terms and all contracts with OKTOstudio are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

If the client is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction is HAMBURG, GERMANY, unless mandatory law provides otherwise.

23. Changes to These Terms

OKTOstudio may update these Terms for future contracts. The version in force at the time the relevant contract is formed applies, unless the parties agree otherwise in writing.

24. Severability

If any provision of these Terms is invalid or unenforceable, the remaining provisions remain effective. The parties will replace the invalid or unenforceable provision with a valid provision that comes as close as legally possible to the intended commercial purpose.

25. Contact

Questions about these Terms should be sent to:

legal@oktopods.de

or

OKTOPODS Agency GmbH
Koopstraße 20, 20144

Hamburg, Germany