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Ookulli OÜ — Landing Page Design Contract

You (Mike Dolores, London) are designing landing page visuals for Ookulli OÜ, an Estonian company, for a £1,000 fixed fee starting 25 January 2026. Payment is due 14 days after they formally accept the completed work. All IP transfers to them immediately on creation.

Overall: This is heavily one-sided — the points below are worth pushing back on.

Things that could actually hurt you

🚩 You only get paid when they decide to accept. The Company decides whether work meets "adequate quality standards" and can request unlimited revisions before accepting — no deadline, no cap, entirely their call. If they never accept, you get nothing. (See #4, See #6)

🚩 Your financial risk is unlimited. Theirs is capped at £1,000. You indemnify (cover their losses for) IP claims, tax disputes, and employment-status claims with no cap. The Company's maximum liability to you is capped at fees actually paid. (See #24, See #25)

🚩 They can terminate anytime; you lose work in progress. The Company can terminate immediately for "loss of confidence." You have no termination right. You're only paid for work already accepted — anything in progress is lost, with no kill fee. (See #11, See #12)

A few points worth raising before you sign

These are reasonable to bring up — most clients expect them and won't push back:

  1. 5-day acceptance deadline — work deemed accepted if no response within 5 working days; cap revisions at 2 rounds.
  2. Cap your liability at £1,000 — standard practice, limits your exposure to match their cap.
  3. Add a kill fee — 50% of the contract value if they terminate without cause.

"Just a couple of things I'd usually clarify before starting — happy to discuss."

Also worth knowing (not deal-breakers)

Your designs transfer to them the moment you create them, even before payment, and you waive the right to be credited as creator. You need their written permission to show the work in your portfolio. You must maintain professional indemnity and public liability insurance before starting.

See all 30 highlights below
Highlights
Crucial
4
Scope of Services
Design of landing page visual elements; no revision limit or measurable quality criteria specified
8
Tax and IR35 Responsibilities
You bear all tax and NI; no SDS provided; you indemnify Company for tax and employment-status claims
10
Expenses and Reimbursements
You bear all equipment and infrastructure costs; no reimbursement without prior written approval
11
Termination Rights
Only the Company can terminate immediately in writing; you cannot. Agreement ends automatically upon acceptance.
12
Payment on Termination
Payment limited to completed work only — no kill fee or work-in-progress compensation
17
Confidential Information Definition
Covers all Company information in any form — even if not labelled confidential
19
Who Owns Your Work
Company owns all IP immediately upon creation, regardless of payment
20
Intellectual Property Assignment
All IP in deliverables vests in Company immediately on creation; you must execute perfecting documents without extra fee
22
Contractor IP Warranties
You warrant work is original and non-infringing on a continuing basis; breach triggers unlimited indemnity to Company and broad beneficiaries
23
Data Protection Obligations
No separate Data Processing Agreement; no breach notification timelines or international transfer safeguards specified
24
Indemnity Obligations
You indemnify the Company for breach, negligence, IP claims, data breaches, and compliance failures — one-sided, unlimited, and unusually broad
25
Liability Cap
Company liability capped at total fees actually paid; excludes indirect/consequential loss
Concerning
?
AI-Generated Content Disclosure
No AI disclosure or human-authorship warranty is addressed in the contract
?
Background IP and Licence-Back
No Background IP carve-out or licence-back is included
3
Entire Agreement and Reliance
Earlier discussions and promises are overridden by the signed contract
6
Payment Terms
Payment due 14 days after the Company's formal written acceptance
13
Dispute Resolution Process
Written negotiation is required before court proceedings
14
Insurance Requirements
You must maintain professional indemnity and public liability insurance at levels you consider adequate
15
Employment Status Declaration
Declared self-employed; substitution rights not addressed
16
Non-Compete Restrictions
You can serve competitors unless Company determines a genuine conflict exists
18
Confidentiality Duration
Indefinite — obligations survive termination and last as long as information remains confidential
21
Your Creative Rights
Moral rights are waived; no portfolio use without Company's written consent
26
Governing Law and Jurisdiction
England and Wales law governs; disputes go to England and Wales courts, but Company can seek interim relief anywhere
Informational
?
Anti-Bribery Compliance
No anti-bribery warranty or compliance clause is included
?
Modern Slavery Compliance
No modern slavery warranty or transparency clause is included
1
Who Are the Parties
Client: Ookulli OÜ (Estonian company). Contractor: Mike Dolores (individual, UK-based).
2
Start Date Definition
Fixed start date: 25 January 2026
5
Fee Structure
£1,000 fixed project fee
7
Deposit Requirements
No upfront deposit or advance payment is required unless expressly agreed in writing
9
Control and Working Arrangements
You control how and when work is done; you choose your location; you can work for other clients except genuine competitors
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