These terms govern the provision of services by Otta to you. Otta is a specialist social media agency working with health brands. By engaging Otta, signing a proposal or services agreement with us, or instructing us to begin work, you confirm that you have read, understood, and agree to these terms. Please read them alongside our Refund Policy and Privacy Policy, which form part of these terms.

1. Definitions

1.1   "Otta", "we", "us", "our" means Otta, a trading name of Flux Agency, a general partnership established in England and Wales.

1.2   "Client", "you", "your" means the business that engages us for the Services.

1.3   "Services" means the social media management, paid media, strategy, and related services we provide to you, as set out in your Services Agreement.

1.4   "Services Agreement" means the proposal, order, or written agreement between you and us that sets out the Services, fees, and term, into which these terms are incorporated.

1.5   "Strategy Phase" means the initial research, market and audience analysis, and strategy development we carry out at the start of the engagement.

1.6   "Deliverables" means the content, creative, copy, video, and other materials we produce for you under the Services.

1.7   "Paid Media" means the planning, buying, management, and optimisation of paid advertising on the Platforms.

1.8   "Ad Spend" means the amounts paid to advertising platforms to run your advertising, which are separate from our Fees.

1.9   "Platforms" means third-party social media and advertising platforms, including Instagram, TikTok, and Facebook.

1.10   "Minimum Term" means the minimum three-month period of the engagement set out in clause 3.

1.11   "Fees" means the amounts payable for the Services as set out in your Services Agreement.

2. The Services

2.1   We provide specialist social media services to health brands, across organic social media management and paid media.

2.2   Our work runs in three stages: strategy first, then content execution, then ongoing optimisation. We build the strategy, create the content, and run the channel.

2.3   The specific Services, deliverables, platforms, and fees that apply to you are set out in your Services Agreement. Where these terms conflict with a signed Services Agreement, the signed Services Agreement prevails.

2.4   We provide the Services with reasonable skill and care. We work as an embedded partner, and senior team members are involved in every account.

2.5   We may decline to work with any client, or to produce any content, at our discretion, including where content would breach a Platform's rules or applicable law.

3. Minimum Term, Renewal, and Cancellation

3.1   The engagement runs for a Minimum Term of three months from commencement, so there is enough time to build, execute, and optimise properly.

3.2   During the Minimum Term, the engagement cannot be cancelled for convenience and Fees remain payable in full for the Minimum Term.

3.3   After the Minimum Term, the engagement continues on a rolling monthly basis until either party gives 30 days' written notice to end it.

3.4   Cancellation stops future charges taking effect after the notice period but does not refund the current billing period or any previous period. Refunds are dealt with in our Refund Policy.

3.5   We may suspend or end the engagement in the circumstances set out in clause 16.

4. Fees and Payment

4.1   Fees are payable in full and in advance. You must keep valid payment details on file, and you authorise us to charge the Fees when due.

4.2   Unless your Services Agreement says otherwise, Fees are billed monthly and are due on the date set out in your Services Agreement.

4.3   Any deposit is credited against your first month's Fees and is not an additional charge. Deposits are non-refundable as set out in our Refund Policy.

4.4   Ad Spend is separate from our Fees. You are responsible for all Ad Spend, which is either billed to your own platform accounts or, where agreed, funded by you in advance for us to manage on your behalf. Ad Spend is paid to the Platforms and is non-refundable.

4.5   Work outside the scope of your Services Agreement, together with ad hoc requests and third-party costs, is billed separately and agreed in advance where reasonably possible.

4.6   If payment is not made when due, we may suspend the Services until payment is received. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

4.7   We may change our Fees, packages, and inclusions. Any change to your Fees will be agreed with you and, for ongoing engagements, will take effect from your next renewal or as otherwise agreed.

5. Changes to Scope

5.1   A change in scope is a change in price. If you ask us to add to or materially change the Services, we will agree the revised scope and Fees with you before carrying out the additional work.

5.2   We are not obliged to carry out work outside the agreed scope until the revised scope and Fees are agreed.

6. Client Obligations and Collaboration

6.1   A successful partnership relies on timely, honest, and detailed feedback. You will work with us as you would with an in-house team.

6.2   You will provide all brand assets, brand and tone guidelines, product and compliance information, account access, and other materials we reasonably request, within the timeframes we set, so that we can begin and continue work.

6.3   You will give us the access we need to the relevant Platforms and accounts. We cannot publish or run advertising until the necessary access has been granted, and any delay in granting access does not entitle you to a refund.

6.4   You will provide clear, written, consolidated feedback within the timeframes we set, and you will keep your account details and access current.

6.5   You will monitor your accounts to confirm that content is publishing as intended, and you will tell us promptly if a password or access changes.

7. Approvals, Revisions, and Delays

7.1   You review and approve all Deliverables before they are published. Approval of a Deliverable is final, and once approved no further revisions can be requested for that piece.

7.2   Your first content month includes up to three rounds of revisions on the first batch. Subsequent months include one round of revisions per deliverable, unless your Services Agreement says otherwise.

7.3   If you delay feedback or approval and a time-sensitive Deliverable becomes outdated, we are not required to replace it.

7.4   If we do not receive your feedback or approval by the time your next charge is due, we will continue with the next stage of work so that we keep delivering what you have paid for. If more than 30 days pass from the date we send a Deliverable for approval, no further revision requests can be made for it and it is treated as approved.

7.5   A delay caused by you does not move your billing date and does not entitle you to a refund. A delay caused by us does not entitle you to a refund, but we can move your billing date forward to make up for lost time.

8. Paid Media

8.1   Where your Services include Paid Media, we plan, build, manage, and optimise your advertising on the Platforms.

8.2   You are responsible for all Ad Spend. Ad Spend is committed to the Platforms on your behalf, cannot be recovered, and no refund is given on the basis of paid results.

8.3   Paid performance depends on factors outside our control, including platform auctions, audience behaviour, creative, and your budget. We do not guarantee any specific cost per result, return on ad spend, or other outcome.

8.4   You are responsible for the compliance of your advertising with Platform rules and applicable advertising law. Clause 10 applies to paid as well as organic activity.

9. Social Media Accounts and Third-Party Platforms

9.1   We rely on third-party Platforms that we do not control. We are not responsible for connection errors, disconnections, downtime, password changes, algorithm changes, or changes to Platform rules.

9.2   Where scheduling or publishing is provided, it is a value-add service. We cannot schedule or publish until at least one account has been connected. Issues with connecting accounts, or posts failing to publish due to disconnections, do not entitle you to a refund. If an issue cannot be resolved, you can download your content and publish it manually.

9.3   We will use reasonable efforts to resolve technical issues within our control.

10. Health Brand Compliance

10.1   As a health brand, you are responsible for the accuracy and regulatory compliance of all claims made about your products and services, including any health, medical, or efficacy claims.

10.2   You review and approve all content and advertising before it is published, and you are responsible for ensuring it complies with Platform rules, the UK advertising codes, and all applicable advertising, consumer, and product law and regulation.

10.3   We are not responsible, and no refund is given, where content or advertising is removed, restricted, disapproved, or rejected by a Platform, or where an account is restricted or suspended, including for reasons relating to health or medical content, advertising restrictions, or Platform policy.

11. Refunds

11.1   By engaging us, you accept our Refund Policy, which forms part of these terms.

11.2   In summary, the Strategy Phase, set-up, channel management, paid media, and Ad Spend are non-refundable, and our content satisfaction guarantee applies only to your first month of organic content and only where its conditions are met. The full terms, including how to make a request, are set out in the Refund Policy.

12. Intellectual Property

12.1   Ownership of the Deliverables we create for you transfers to you on full payment of the Fees for the period in which they were created. Until those Fees are paid in full, we retain ownership of the relevant Deliverables and you have no licence to use them.

12.2   You grant us a licence to use your brand assets, trademarks, content, and other materials you provide, for the purpose of providing the Services.

12.3   We retain ownership of our own pre-existing materials, tools, templates, frameworks, methodologies, and know-how, including those used or developed in delivering the Services. Nothing in these terms transfers these to you.

12.4   You confirm that you own or are licensed to use the materials you provide to us, and that our use of them in the Services will not infringe any third party's rights.

12.5   Unless you tell us otherwise in writing, we may showcase the work we produce for you, together with your name and logo, in our portfolio, case studies, and marketing.

13. Confidentiality

13.1   Each party may receive confidential information from the other, including business operations, client details, strategy, and proprietary data. Each party will keep the other's confidential information secure, use it only to perform or receive the Services, and share it only with people who need it and who are bound by similar obligations.

13.2   This clause does not apply to information that is public through no breach of these terms, or that must be disclosed by law.

13.3   These confidentiality obligations apply during the engagement and for two years after it ends.

14. Data Protection

14.1   Each party will comply with the UK GDPR and the Data Protection Act 2018 in connection with the Services.

14.2   Where we process personal data on your behalf, we do so on your documented instructions and apply appropriate security measures. Where required, the parties will enter into a data processing agreement.

15. Warranties and Disclaimers

15.1   We warrant that we will provide the Services with reasonable skill and care.

15.2   Other than as expressly set out in these terms, and to the fullest extent permitted by law, we exclude all other warranties, whether express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, or that the Services will achieve any particular result.

15.3   We do not guarantee any specific results, growth, reach, engagement, leads, or revenue. Content and advertising are one part of a wider picture, and many of the factors that affect performance sit outside our control.

16. Suspension and Termination

16.1   We may suspend the Services if you fail to pay any Fees when due, or fail to provide the access, materials, or approvals we need to continue.

16.2   Either party may end the engagement on written notice if the other commits a material breach that is not remedied within 14 days of notice, or becomes insolvent or unable to pay its debts.

16.3   We expect respectful, professional communication. We may suspend or end the engagement where there is abusive, threatening, or seriously disrespectful conduct toward our team. Where we end the engagement for this reason, Fees already paid are non-refundable.

16.4   On termination, you must pay all Fees due up to the end of the engagement, including for the remainder of the Minimum Term where applicable. Refunds are dealt with in the Refund Policy.

17. Storage of Deliverables

17.1   We store Deliverables for up to three months after delivery. After this period it is your responsibility to save and store your content, and it may be removed from our systems. We recommend you download your files within this period.

18. Indemnity

18.1   You will indemnify us, and our partners, employees, and subcontractors, against all losses, costs, damages, liabilities, and expenses arising from: any materials you provide to us; the accuracy and compliance of any claims made about your products or services; any infringement of a third party's intellectual property; and any issue with your social media accounts, including suspensions, loss of access, deletion, copyright claims, or other Platform issues.

19. Limitation of Liability

19.1   Nothing in these terms limits or excludes liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, or for fraud.

19.2   We are not liable for any indirect, consequential, incidental, or special loss, or for any loss of profit, revenue, goodwill, or anticipated savings.

19.3   Our total liability arising out of or in connection with the Services, whether in contract, tort, or otherwise, is limited to the total Fees paid by you to us in the three months immediately before the event giving rise to the claim.

20. Force Majeure

20.1   Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including Platform outages, internet failures, acts of government, or industrial action. The affected party will let the other know and will resume performance as soon as reasonably possible.

21. Non-Solicitation

21.1   During the engagement and for six months after it ends, you will not solicit or employ any member of our team or our subcontractors who has worked on your account, except through a general recruitment campaign not specifically targeted at them.

22. Chargebacks and Payment Disputes

22.1   Charges are presumed correct unless you raise a query with us within 14 days. We ask that you raise any concern with us before disputing a charge with your bank.

22.2   You agree not to raise a chargeback or payment dispute for any amount covered by these terms or your Services Agreement. If a dispute is raised, all Deliverables and work produced during the engagement may be removed and your account access suspended, and all credits, communication, and account work will be halted.

22.3   If you raise a dispute contrary to these terms, we will treat the disputed amount as an outstanding debt, invoice you for that amount together with any fees and charges we incur, with interest under the Late Payment of Commercial Debts (Interest) Act 1998, and we may refer the matter for debt recovery or pursue it through the courts of England and Wales.

23. General

23.1   These terms, together with your Services Agreement, Refund Policy, and Privacy Policy, are the entire agreement between us and replace any prior discussions. Where there is a conflict, your signed Services Agreement prevails, then these terms, then the Refund Policy.

23.2   These terms may be varied only in writing. We may update these terms from time to time, and the version in force when you sign up or renew applies to that period.

23.3   You may not assign or transfer your rights under these terms without our written consent. We may assign or subcontract our obligations, and we use trusted subcontractors as part of our team.

23.4   If any provision is found to be invalid or unenforceable, it will be severed and the rest of the terms will continue.

23.5   Nothing in these terms creates a partnership, joint venture, or employment relationship between the parties.

23.6   A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

23.7   Notices must be given in writing and may be sent by email to the addresses the parties use for the engagement.

24. Governing Law

24.1   These terms, and any dispute arising from them, are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

25. Contact

25.1   If you have any questions about these terms please contact us.