User Agreement

1. Otterkin Accounts

1.1 Registering for an Account

Registered users of our Services are “Users,” and unregistered individuals are referred to as “Site Visitors.”

Your Account registration is subject to approval by Otterkin. We reserve the right to decline any registration to join Otterkin or to add an Account of any type, for any lawful reason, including supply and demand, data maintenance costs, or other commercial factors.

1.2 Account Eligibility

Otterkin offers its Services for business purposes only, not for personal or consumer use. By registering for an Account or using our Services, you confirm that you:

  1. are operating as a self-employed individual or sole proprietor, or as an employee or agent of an independent business (such as a corporation, limited company, or other entity);
  2. will use our Services solely for business purposes;
  3. will comply with all licensing, registration, or other legal requirements relating to your business, or the business for which you are acting, and any provision of Artist Services; and
  4. are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country, if higher) and have the legal capacity to form binding contracts.

1.3 Account Profile

To register for an Account and access our Services, you must create a User profile (“Profile”), which you agree to have visible to other Users. You are responsible for providing accurate and complete information on your Profile, and on all registration and other forms you fill out while using our Services, and for keeping this information up to date. You agree not to submit any false or misleading details regarding your identity, location, artistic skills, or the artistic services you offer, and you agree to promptly update any information that becomes inaccurate. We reserve the right to suspend or terminate the Account or restrict access to our Services for anyone who provides false, incomplete, or misleading information when creating, managing, or maintaining a Profile or Account.

1.4 Types of Account

We offer three different Account types: Artist, Patron and Writer. Once you register for an Artist Account, you will also be able to access a Patron account under the same username and password, accessed through the Atelier and Otterkin Platform. If you register for a Patron account, you will not have access to an Artist account without our express written permission. You agree not to register for or maintain more than one Account and Profile without our express written permission, except where expressly permitted by Otterkin under special circumstances.

1.4.1 Patron Account

You can register for an Account or add an Account type to use the Services as a Patron (a “Patron Account”).

1.4.2 Artist Account

Artist: You can register for an Account or add an Account Type to use the Services as an Artist (an “Artist Account”).

1.5 Identity and Location Verification

When you register for an Account and periodically thereafter, your Account may be subject to verification. This could involve, among other things, checking against third-party databases or verifying official government or legal documents to confirm your identity and location. You authorise Otterkin, either directly or through third parties, to carry out any necessary checks to verify your ownership of your business, email address, or financial accounts, in accordance with applicable law. You agree to provide complete and accurate information about yourself and your business when requested, including providing relevant official documents, and to cooperate with any reasonable requests made to verify your identity. During the verification process, certain features of your Account may be temporarily restricted, but will be restored once verification is successfully completed.

1.5.1 Art Market Participant Due Diligence - Individual Patrons

In accordance with the 5th Anti-Money Laundering Directive, which came into force on 10 January 2020, and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), Otterkin may be required to conduct additional checks to ensure compliance with anti-money laundering laws. Depending on the risk of the transaction, you may be asked to provide additional information regarding the source of your funds or the nature of the transaction, such as employment details or the source of funds for high-value purchases. You agree to cooperate with these checks and provide any requested documentation to verify your identity and business details. For more information, refer to the ‘Art Market Participant’ Section of this agreement.

1.5.2 Art Market Participant Due Diligence - Patrons on behalf of Corporate Clients (Companies or Legal Entities)

When dealing with a company or other legal entities, the Customer Due Diligence (CDD) process is more complex, as it requires the identification of individuals who ultimately own or control the entity. The following information may be required:

  1. Company Name and Legal Status: The full registered name and type of the company (e.g., limited company, partnership, trust, etc.).
  2. Company Registration Number: A unique identifier issued by the relevant company registration authority.
  3. Registered Address: The official address registered with the company registry.
  4. Ownership and Control Information:
    • Beneficial Owners: The individuals who own or control the company, typically those with more than 25% of the shares or voting rights, or who otherwise exercise significant control.
    • Senior Management: If no identifiable beneficial owner exists, details of the company’s senior management must be gathered.
    • Identification Documents for Beneficial Owners: Verification of the identity of beneficial owners through official documents, such as a passport or national ID, is required.
    • Nature of the Business: Information about the company’s business and the purpose of the transaction, particularly for art market transactions that may seem unusual for the business.

1.5.3 Additional Information (if higher risk or Enhanced Due Diligence is required)

In higher-risk scenarios, or if the transaction triggers Enhanced Due Diligence (EDD), additional information may be required, such as:

  1. Source of Wealth/Funds: Information about where the client’s wealth or funds originated, particularly in the case of high-value purchases or clients located in, or associated with, high-risk jurisdictions.
  2. Transaction Details: Information about the specific transaction, including the source of funds for purchasing artwork or the intended use of the piece.
  3. Politically Exposed Persons (PEPs): If the client is a PEP or closely related to one, this must be noted, and additional checks could be conducted to ensure there are no links to corruption or financial crime.

1.6 Email Address and Password

You are responsible for safeguarding and maintaining the confidentiality of your email address and password, and agree not to share your email address or password with anyone. You are responsible for all activities that occur under your email address and password, including any use of our Services. You agree to notify us immediately if you suspect or become aware of any unauthorised use of your Account or any unauthorised access to your password. Additionally, you further agree not to access our Services using the login credentials of another User.

2. Purpose of Otterkin

The Otterkin Site is a marketplace where Patrons and Artists can discover one another and advertise, buy, and sell Artistic Services online. Subject to these Terms of Service, Otterkin provides the Services to Users, including hosting and maintaining the Otterkin Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to facilitate the sale, payment, and receipt of any amounts owed for commissioned artworks under the Service Contract.

2.1 Relationship with Otterkin

Otterkin provides a platform that connects Users, allowing them to discover one another, enter into agreements for commissioned artworks, and process payments securely. Otterkin does not create, sell, or manage artworks directly, nor does it employ individuals to produce commissioned artworks. You acknowledge and agree that Otterkin does not supervise, direct, control, or monitor Users in fulfilling their obligations under a Service Contract and that:

  1. Otterkin is not responsible for the accuracy or legality of any User Content, which remains the sole responsibility of the User;
  2. Otterkin is not responsible for the creation, delivery, or quality of any commissioned artworks;
  3. Otterkin does not guarantee the quality, skill, or reliability of any Artist or the services they offer; and
  4. nothing within these terms establishes an employment, agency, or joint venture relationship between Otterkin and any User. While Otterkin may highlight certain Users through features such as the Artist Spotlight, these highlights do not constitute guarantees of quality, reliability, or a User’s ability to complete a Service Contract.

You further acknowledge and agree that Users, and not Otterkin, bear full responsibility for:

  1. evaluating and determining the suitability of any commission, Patron, or Artist;
  2. deciding whether to proceed with a commission agreement and verifying any information about another User;
  3. agreeing on the terms of a commissioned artwork, including its details, pricing, and conditions; and
  4. negotiating, finalising, and fulfilling the terms of the agreement as well as overseeing the execution of the commission. All agreements between Users are made directly between the Users, and Otterkin is not a party to these agreements.

Nothing in this Agreement is intended to, nor does it, restrict or discourage any User from pursuing other business ventures or offering services through alternative avenues of their choosing. Users remain free to engage in such activities and are encouraged to do so, provided they adhere to any applicable provisions outlined in Section 7 regarding Opt Out, where relevant.

As part of our ongoing commitment to enhance our Services, we may occasionally trial or temporarily provide certain features and beta tools for your use. These tools will generally be marked on the Site or mentioned in related customer forums, along with details on how they function. However, we do not guarantee the availability of the Site or any specific tools or features at any particular time.

2.2 Accessibility Statement

Otterkin is committed to making our platform accessible and inclusive for all users, regardless of ability or background. We believe that the world of commissioned art should be open to everyone, and we strive to ensure that our website and services reflect that belief.

We are actively working to improve the usability and accessibility of our platform, including compatibility with assistive technologies such as screen readers and keyboard navigation. Our aim is to meet or exceed standard accessibility guidelines, and we welcome feedback from our community to help us continually improve.

If you experience any difficulty accessing any part of the site, or if you have suggestions for how we might better serve your needs, please get in touch at support@otterkin.art.

2.3 Taxes and Benefits

Artists acknowledge and agree that they are solely responsible for:

  1. all tax liabilities arising from payments received through Otterkin for commissioned artworks;
  2. obtaining any necessary liability, health, workers’ compensation, disability, unemployment, or other insurance required by law, as Otterkin does not provide or offer any such coverage;
  3. determining and fulfilling their obligations under applicable laws and regulations regarding reporting, collecting, or remitting any relevant taxes or charges; and
  4. if operating outside of the United Kingdom, ensuring compliance with any legal requirements for withholding taxes and notifying Otterkin of such obligations, indemnifying Otterkin for any liabilities, penalties, or interest resulting from failure to do so.

Artists are responsible for paying all taxes associated with any transactions on the Otterkin platform without deductions from fees payable to Otterkin. In the event of a legal or tax audit involving Otterkin, Artists agree to cooperate promptly and provide relevant documentation, such as tax returns or records confirming their independent status, as reasonably requested.

2.4 Marketplace Feedback and User Content

You acknowledge and agree that Users share and request Otterkin to display information on the platform, such as feedback, artwork, career highlights, or location details. This information is based on data that Artists or Patrons voluntarily provide to Otterkin and does not represent an introduction, endorsement, or recommendation by Otterkin. You accept that Otterkin, where possible, will attempt to verify this information and display it solely for the convenience of Users, but is not ultimately responsible for false or misleading information. However, you acknowledge and accept that submitting false or misleading information is a breach of this Agreement and may result in the suspension or termination of your access to Otterkin’s Site and Site Services.

You acknowledge and agree that User feedback enhances the Otterkin platform and benefits its community, and you expressly request and agree that Otterkin may make individual and aggregated feedback about Users, including you, available to others. Such feedback may include testimonials and other input shared by Users. You accept that Otterkin does not monitor, influence, contribute to, or censor such opinions. If you notice any inaccuracies or errors in your feedback, including aggregated information, you agree to notify Otterkin promptly. Unless corrected, Otterkin may rely on the existing feedback as accurate. Otterkin provides its feedback system as a tool for Users to share experiences and opinions publicly, and you acknowledge and agree that aggregated feedback relates solely to the artistic services in the Profile and not to any individual personally. You further agree not to use feedback or related information for employment, credit, underwriting, or similar evaluations of other Users.

By using the Services, you may encounter content or information that is inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. Otterkin does not routinely review or monitor User Content, and you agree that Otterkin is not responsible for such content. While Otterkin strives to maintain a positive environment, it cannot guarantee the prevention of misuse of our Services and are not liable for any such misuse. Otterkin reserves the right (but is not obligated) to remove feedback or information that it determines violates these Terms, undermines the integrity of the platform, or conflicts with the business interests of Otterkin.

3. Contractual Relationship between Artist and Patron

3.1 Service Contracts

As stated above, when a Patron and an Artist choose to proceed with a commissioned artwork, they enter into a direct contractual relationship with one another. Otterkin is neither a party to nor responsible for any such agreement, and under no circumstances does the arrangement create an employment or service relationship between Otterkin and any User.

With respect to any commission agreement, Patrons and Artists may establish terms they consider appropriate (e.g., confidentiality agreements, assignment of rights, etc.), provided these terms do not conflict with or alter Otterkin’s rights and obligations under these Terms.

Patrons and Artists may also choose to reference Otterkin’s sample commission terms, in part or in full, either alongside or instead of their own agreements. Where such sample terms are used, both parties must explicitly agree to their incorporation for them to become binding. Otterkin assumes no responsibility for the use of these sample terms and does not guarantee their suitability for all jurisdictions or scenarios. These sample terms are not intended to:

  1. constitute legal advice,
  2. establish a lawyer-client relationship, or
  3. serve as advertising or solicitation.

Users are strongly encouraged to consult with a practicing solicitor for any specific legal advice related to their commission agreements.

3.2 Disputes Among Users

If a Patron or Artist seeks an order from an arbitrator or court that might direct Otterkin, to take or refrain from taking any action with respect to an Escrow Account, the party seeking such an order must:

  1. Provide Otterkin with at least five (5) business days’ prior notice of the hearing concerning the order;
  2. Ensure that any such order includes a provision requiring that, as a precondition to any obligation affecting Otterkin, Otterkin is paid in full for any amounts to which it would otherwise be entitled; and
  3. Ensure that any such order includes a provision requiring that, as a precondition to any obligation affecting Otterkin, Otterkin is compensated for the reasonable value of the services required by the order.

3.3 Confidential Information

Users may agree to any terms they deem appropriate regarding confidentiality. If Users do not establish their own confidentiality terms, the provisions of this Section 3.3 (Confidential Information) will apply.

Where one User provides Confidential Information to another, the recipient agrees to take all reasonable steps to preserve the confidentiality of that information. Upon a written request from the disclosing User, the recipient will promptly destroy or return all Confidential Information, including any copies, located on its premises, systems, or any other equipment under its control. Users expressly agree that this Section 3.3 applies to any information exchanged in connection with the evaluation of a potential Service Contract, regardless of whether such a contract is ultimately entered into.

3.4 Intellectual Property Rights

Unless otherwise agreed in writing between the Patron and the Artist:

  1. The Artist retains all intellectual property rights in the commissioned artwork.
  2. The Patron receives ownership of the physical artwork and may resell it. However, this ownership does not include the right to reproduce, distribute, or commercially exploit the image or likeness of the artwork.
  3. Upon full payment, the Artist grants the Patron a non-exclusive, non-transferable, worldwide licence to use digital versions of the commissioned artwork for personal, non-commercial use only.
  4. The Artist retains the right to display the artwork as part of their portfolio or for promotional purposes (e.g., on their Otterkin profile, website, or social media), unless the Patron explicitly requests otherwise at the time of commission.
  5. If a Patron provides third-party reference materials (such as photographs), they represent that they have the legal right to do so and grant the Artist permission to incorporate them into the artwork.
  6. Otterkin may use completed artworks to promote the platform and its artists (e.g., in newsletters, exhibitions, or online), with appropriate credit given to the Artist. Artists or Patrons may request in writing that a specific artwork be excluded from such uses.
  7. Any disputes regarding intellectual property rights will be handled in accordance with Section 13 (Dispute Resolution, Arbitration, and Scope).

4. Otterkin Fees

4.1 Fees for Artists

Service Fees. Artists agree to pay Otterkin a service fee for access to the Services, which include marketing, invoicing, reporting, payment processing, and dispute resolution, as set forth in the Fee and Payment Authorisation Agreement (the "Service Fees"). The Artist is responsible for paying all applicable Service Fees.

When a Patron pays an Artist for a Commission or when funds related to a Commission are released to an Artist as required by the applicable payment instructions, Otterkin will credit the Artist’s account for the full amount paid or released by the Patron, and will then deduct and disburse the Service Fee to Otterkin. The Artist hereby irrevocably authorises and instructs Otterkin to deduct the Service Fee from their account and pay Otterkin on the Artist’s behalf.

If the Artist opts to withdraw funds in a currency other than the currency used for the transaction, Otterkin (or an affiliate) may apply a foreign currency conversion charge, and the applied rate may differ from the exchange rate in effect on the date of payment. Artists may obtain a more favourable exchange rate through their own bank or financial institution.

Disbursement Fees. Artists shall be responsible for paying a disbursement fee to Otterkin when funds are transferred to their selected payment method. This fee covers administrative and processing costs related to the chosen disbursement method, and it may vary depending on the method selected. The applicable fee for each method is available on the Site and may be adjusted periodically.

4.2 Patron Fees

Patrons pay Otterkin a Marketplace Fee for accessing the Services, and for the administration and facilitation of payments related to the Artist Fees they pay to Artists when engaging in commissions through the Site, as set out in the Fee and Payment Authorisation Agreement.

4.3 VAT and Other Taxes

The fees charged by Otterkin are exclusive of any applicable taxes. Depending on the jurisdiction, Otterkin may be obligated by law to collect or remit certain taxes, such as VAT, income tax, or their equivalents (e.g. GST or local sales taxes). The rates and requirements for tax collection may vary and be subject to change based on local laws. Any taxes that Otterkin is required or permitted to collect or withhold will be charged in addition to the fees owed under these Terms.

4.4 No fee for Introducing or Finding Artists

Otterkin does not directly introduce Patrons to Artists. Rather, it provides a platform through which Artists can showcase their work and may occasionally highlight specific Commissions or Artists that may be of interest to Patrons, such as through the Otterkin Spotlight. Accordingly, Otterkin does not charge any fee when an Artist connects with a Patron or is selected for a Commission. Furthermore, Otterkin also does not charge any fee for posting or viewing feedback, including any Composite Information generated from such feedback.

5. Stripe Connect

5.1 Use of Stripe Connect

Otterkin uses Stripe Connect, a third-party payment processor, to facilitate payments between Patrons and Artists in connection with Commissions. Stripe allows Otterkin to temporarily hold funds on behalf of Patrons before releasing them to Artists in accordance with the Commission terms agreed between the parties. These funds are not held by Otterkin directly but are managed via Stripe’s secure infrastructure. For more information, please read the full terms and conditions as set out in the Escrow Instructions (Stripe Connect).

5.2 Holding and Releasing Funds

Funds are only charged once an Artist accepts a Commission. At that point, 50% of the artwork price is charged to the Patron and held via Stripe. The remaining 50% is charged when the Artist completes the Commission and the Patron approves it.

In addition to the artwork value, a 3.5% Patron levy is applied to both payment instalments. This levy is calculated based on the value of each instalment and charged alongside it.

Funds are released to the Artist after each corresponding milestone is met (e.g. initial acceptance and final approval), in accordance with the terms agreed between Patron and Artist, or as set forth in Otterkin’s Dispute Resolution Policy.

Otterkin may, in its sole discretion, delay or cancel the release of funds if a dispute is raised or if it believes there may be a breach of these Terms or applicable law.

5.3 Otterkin Is Not an Escrow Agent

Although Otterkin facilitates the holding and release of funds, Otterkin is not a licensed escrow agent and does not offer escrow services in a legal or fiduciary capacity. The use of Stripe for holding funds does not create a trust, escrow, or fiduciary relationship between Otterkin and any User. All payments are subject to the Stripe Services Agreement and any applicable financial regulations.

5.4 Payment Authorisation and Instructions

By using the Site and Services, each Patron and Artist authorises Otterkin to instruct Stripe to process, hold, and release funds in accordance with these Terms, the Commission agreement between Patron and Artist, and any applicable Stripe policies. Users acknowledge and agree that Otterkin bears no responsibility for delays or errors caused by Stripe or any financial institutions.

5.5 Service Charges and Deductions

Otterkin’s Service Fees are deducted from the Artist’s payment prior to release. This includes a 17.5% commission on the value of the artwork, as well as any applicable disbursement fees. Patrons are charged a 3.5% levy on the value of the artwork, as well as a standard 20% VAT on the value of the artwork. These fees are applied in two instalments alongside each 50% payment. Users consent to these deductions and acknowledge that the final amount received by the Artist or paid by the Patron reflects these authorised charges.

6. Non-circumvention

6.1 Making Payments through Otterkin

You acknowledge and agree that a significant portion of Otterkin's compensation for providing access to the Platform is derived from the Service Fee described in Section 4.1. In exchange, you gain substantial value from the relationships formed with other Users through the Services (each, an "Otterkin Relationship"). Otterkin only receives the Service Fee when a Patron and an Artist engage in a Commission and payments are made through the Platform. Therefore, except as provided in Section 6.3, for 24 months from the commencement of an Otterkin Relationship (the "Non-Circumvention Period"), you agree to use the Platform as your exclusive method for requesting, making, and receiving all payments for work—directly or indirectly—with that person or arising from that relationship.

You further agree not to bypass the Payment Methods offered on the Platform unless you pay a fee to move the relationship off the Platform (the "Conversion Fee").

If you are acting as an employee, agent, or representative of a business, the Non-Circumvention Period applies to you and any other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. However, if you, or the business you represent, did not find and were not found by another person through the Platform—such as if you and another User were already working together before joining Otterkin—the Non-Circumvention Period does not apply.

For example, during the Non-Circumvention Period, you agree that you will not:

You agree to promptly notify Otterkin if anyone suggests making or receiving payments outside the Platform in violation of this Section 6, or if you receive unsolicited contact outside the Platform. If you become aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Otterkin at support@otterkin.art.

You acknowledge and agree that violating this Section 6.1 is a material breach of the Terms of Service and may result in your Account being permanently suspended, as well as the imposition of the Conversion Fee. This obligation remains in effect even if you stop using the Platform, and you will still be required to pay the Conversion Fee for any User you wish to continue working with after leaving the Platform.

6.2 Communicating through the Site; Not Sharing Contact Details

For Users subject to this Section 6.2, you agree to use only the communication services available on the Platform to interact with other Users prior to entering into a Commission Agreement. You agree that, before entering into a Commission Agreement, you will:

  1. use Otterkin exclusively for communication with other Users;
  2. not share your Means of Direct Contact (defined below) with any other User or third party identified through the Platform;
  3. not use any Means of Direct Contact provided by another User to attempt to communicate with, solicit, or obtain contact information from that User outside of Otterkin;
  4. not ask for, provide, or attempt to obtain contact information of any User through public channels; and
  5. not include any Means of Direct Contact or information that could allow another User to identify your contact details in your profile, proposal, commission request, invitation, or pre-commission communication through the Platform’s messaging services (including in attachments), unless otherwise permitted.

"Means of Direct Contact" refers to any information that allows another person to contact you directly. This includes, but is not limited to: phone numbers, email addresses, physical addresses, contact form links, applicant system links, or information enabling communication via external platforms or apps such as Whatsapp, Skype, Slack, WeChat, or Facebook.

You acknowledge that a violation of this Section 6.2 constitutes a material breach of the Terms of Service and may result in the permanent suspension of your Account.

6.3 Opting out

You may opt out of the obligations in Section 6.1 with respect to each Patron–Artist Relationship only if the Patron or Artist pays Otterkin a Conversion Fee, which ranges from a minimum of £1,000 and may rise up to £250,000 per relationship—unless the Patron and Artist have had a working relationship for at least two (2) years.

To learn more about the Conversion Fee or how to pay it, please email support@otterkin.art.

If Otterkin determines that you have violated Section 6, you agree that Otterkin may:

  1. charge your Payment Method the applicable Conversion Fee (plus interest, where permitted by law), or send you an invoice for the same, which must be paid within 30 days;
  2. close your Account and revoke your right to use the Platform; and
  3. recover all losses, internal costs (including staff time), and reasonable expenses (including legal fees) related to investigating and addressing the breach.

The Conversion Fee is calculated as 300% of the Artist’s highest-valued commissionable artwork as advertised on their Otterkin portfolio. This fee includes all applicable taxes and is not subject to the Service Fee.

If the Patron and Artist have had a prior working relationship for at least two (2) years, the Conversion Fee is a nominal £0.99 for administrative purposes. The Conversion Fee is non-refundable. Otterkin will apply a discount on the Conversion Fee equal to the total Service Fees paid by the Patron in the preceding 12 months for Commission Agreements with the same Artist. However, the final Conversion Fee cannot be discounted below £1,000 GBP.

7. Records of Compliance

You are solely responsible for creating, storing, and backing up your own business records. Otterkin has no obligation to retain or provide copies of any content or information you submit, unless required by law.

8. Warranty Disclaimer

Otterkin provides the Platform and Services “as is” and “as available,” without warranties of any kind. To the fullest extent permitted by law, Otterkin and its affiliates disclaim all express, implied, or statutory warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not guarantee uninterrupted or error-free use of the Platform or Services.

9. Limitation of Liability

To the fullest extent permitted by law, Otterkin is not liable for any losses or damages arising from your use of (or inability to use) the Platform or Services. This includes, but is not limited to:

We are not liable for any indirect, incidental, special, punitive, or consequential damages—including loss of data, profit, or business opportunities—even if we’ve been advised of the possibility.

Our total liability to any User will not exceed the lesser of £2,500 or the amount of fees retained by Otterkin from Commissions involving that User in the six months preceding the claim.

These limitations apply regardless of the legal theory involved—whether contract, tort, negligence, or otherwise—and even if any limited remedy fails its essential purpose. Some jurisdictions may not allow certain limitations, so parts of this section may not apply to you.

10. Release

You acknowledge that Otterkin is not a party to any contract between Users. Accordingly, you hereby release Otterkin, its affiliates, and their respective officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from any and all claims, demands, and damages (actual or consequential), whether known or unknown, arising out of or related to disputes with another User. This includes, without limitation, disputes concerning the performance, quality, or delivery of Artist Services, and any refund requests stemming from such issues.

This release also covers any claims in law or equity that exist as of the date you agree to these Terms. Where applicable, you waive any legal protections under UK law that may limit the scope of this release to claims you are already aware of or suspect may exist at the time of agreeing.

This release does not apply to claims that Otterkin has failed to meet its obligations under these Terms of Service.

11. Indemnification

You agree to indemnify, defend, and hold harmless Otterkin, its affiliates, and their respective directors, officers, employees, representatives, and agents (each, an "Indemnified Party") from and against all claims, damages, liabilities, losses, costs, and expenses (including legal fees) arising from or related to:

  1. your or your agents' use of the Services, including any payment obligations or defaults incurred;
  2. any Work Product or User Content associated with your use of the Services;
  3. any Service Contract entered into by you or your agents, including, without limitation, the classification of an Artist as an independent contractor or any employment-related claims;
  4. your or your agents' failure to comply with the Terms of Service;
  5. your or your agents' failure to comply with applicable law;
  6. negligence, willful misconduct, or fraud committed by you or your agents; and
  7. your or your agents' infringement or violation of any third-party rights, including privacy, publicity, or Intellectual Property Rights.

For the purposes of this section, "your agents" include any person with apparent authority to access or use your account, demonstrated by using your email address and password.

"Indemnified Claim" refers to any claims, damages, liabilities, costs, losses, and expenses (including legal fees) arising from any claim, suit, proceeding, demand, or action brought by you, a third party, or another User against an Indemnified Party.

"Indemnified Liability" refers to any claims, damages, liabilities, costs, losses, and expenses (including reasonable legal fees) arising from any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you, a third party, or another User.

12. Agreement Term and Termination

12.1 Termination

Unless otherwise agreed in writing by both you and Otterkin, either party may terminate this Agreement at their sole discretion at any time, without explanation, by providing written notice to the other party. Upon termination of this Agreement, all associated Terms of Service will also terminate, except as otherwise stated herein. Written notice can be sent to fstanford@otterkin.co.uk.

Upon proper termination of this Agreement, your right to use the Services is immediately revoked, and your account will be closed.

Otterkin is not a party to any Service Contract between Patrons and Artists. Therefore, the termination of this Agreement (or any attempt to terminate it) does not terminate or impact any ongoing Service Contracts or Projects. If you attempt to terminate this Agreement while having one or more open Projects, you acknowledge and agree to the following:

  1. you instruct Otterkin to close any open Service Contracts;
  2. you remain bound by this Agreement and other Terms of Service until all such Projects have been completed or closed on the platform and your access has been terminated;
  3. Otterkin will continue to provide necessary Services to facilitate the completion of any open transactions between you and another user; and
  4. you remain obligated to pay any accrued but unpaid amounts as of the date of termination or the closure of any Service Contracts, whichever is later, to Otterkin for Services rendered or to Freelancers for their work.

Without limiting Otterkin’s other rights or remedies, Otterkin may revoke or restrict your access to the Services, deny your registration, or close your account if:

  1. you breach this Agreement or any related Terms of Service;
  2. Otterkin has reasonable grounds to believe you have provided false or misleading information;
  3. Otterkin concludes your actions may cause legal liability, harm to other users, damage to Otterkin’s reputation, or involve unlawful activity; or
  4. Otterkin is required to do so by law or legal process.

If your account is closed, you are prohibited from using the platform under the same or a new account without prior written consent from Otterkin. If you attempt to do so, Otterkin reserves the right to recover any owed amounts from funds associated with the new account or via an available payment method, as permitted by applicable law.

You acknowledge that transparency of account status within the Otterkin community is crucial to the platform's value and reputation. Therefore, you agree that if Otterkin temporarily or permanently closes your account, it reserves the right (but is not obligated) to:

  1. notify other users with whom you have active Service Contracts of your account status; and
  2. provide them with a summary of the reasons for your account closure.

Otterkin accepts no liability arising from or related to any notice provided (or not provided) regarding account closures or the reasons for such actions.

12.2 Account Data on Closure

Except as otherwise required by law, if your account is closed, you will no longer have access to the information or material you stored on the Site, and any content stored in your account may be deleted. Otterkin expressly disclaims liability for the loss of such content. Otterkin may retain some or all of your account information as permitted or required by law, in accordance with the Privacy Policy.

12.3 Survival

After this Agreement terminates, the terms of this Agreement and other Terms of Service that explicitly, or by their nature, contemplate performance after the termination or expiration of this Agreement will survive and continue in full force and effect. For example, provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability will survive. The termination of this Agreement will not release you or Otterkin from any obligations incurred prior to termination, or obligations that may accrue related to any act or omission before termination.

13. Dispute Resolution, Arbitration, and Scope

13.1 Dispute Process and Arbitration

If a dispute arises between you and Otterkin or our Affiliates, our goal is to resolve the dispute promptly and cost-effectively. Unless you opt out as provided in Section 13.4 below, you and Otterkin agree to resolve any and all claims, disputes, or controversies that arise at any time through binding arbitration on an individual basis. This applies to all claims related to this Agreement, the Terms of Service, your relationship with Otterkin, the termination of your relationship with Otterkin, or the Services (each a "Claim").

By agreeing to arbitrate disputes under this Agreement, YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The dispute will be resolved through arbitration, and the arbitrator’s decision shall be final and binding, subject to review under applicable laws.

13.2 Choice of Law

This Agreement and any Claim will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Arbitration shall be conducted under the rules and procedures of a mutually agreed-upon arbitration body.

13.3 Informal Dispute Resolution

Before initiating arbitration, you and Otterkin agree to notify each other of the Claim. To do so, you agree to notify Otterkin via email at awhite@otterkin.co.uk, and Otterkin agrees to provide you with a notice at your email address on file. The notice should include relevant account information, a description of the Claim, and contact details to facilitate informal resolution. Both parties will have 60 days from the date of notice to resolve the Claim amicably.

13.4 Binding Arbitration and Waiver of Class Actions

In the unlikely event that the dispute is not resolved informally within 60 days of notice, you and Otterkin agree to resolve the Claim by binding individual arbitration. The arbitration will be conducted in a location mutually agreed upon by the parties.

Arbitration shall proceed in accordance with the rules of [name of arbitration provider], or any other alternative mutually agreed upon by both parties. The arbitrator’s decision will be final and binding, and may be entered into a court with jurisdiction.

The arbitration will be on an individual basis only. Neither party may bring a Claim as a class action or on behalf of others. There will be no right or authority for any dispute to be arbitrated as a class or collective proceeding. Any dispute regarding the enforceability of this Class Action Waiver may only be resolved by a civil court.

13.5 Right to Opt Out of the Arbitration Provision

You may opt out of the Arbitration Provision by sending a written notice to Otterkin at legal@otterkin.co.uk within 30 days of the date you first registered on the platform. The notice must include your Account username, name, address, telephone number, and email address, along with a statement that you wish to opt out of the Arbitration Provision. Opting out of arbitration will not affect any other terms of this Agreement.

13.6 Enforcement of this Arbitration Provision

This Arbitration Provision replaces any prior agreements regarding dispute resolution and is the full and complete agreement relating to formal dispute resolution under this Agreement. If any portion of this Arbitration Provision is deemed unenforceable, the remainder of the provision will remain in effect.

14. General Terms

14.1 Entire Agreement

This Agreement, together with the other Terms of Service, constitutes the entire agreement between you and Otterkin regarding the Services. It supersedes all prior agreements or understandings between the parties relating to the Services, except for any separate agreements specifically signed by an authorized representative of Otterkin for premium services, which will take precedence over these Terms where applicable. Email communications or verbal agreements cannot constitute such separate agreements.

14.2 Modifications; Waiver

Otterkin reserves the right to modify these Terms at any time. If we do so, we will provide you with reasonable advance notice of any substantial changes. Modifications may be posted on our Site and will be effective as of the noted effective date. Any changes that result in an increase in Fees will be communicated with at least 30 days' notice. Changes that do not result in an increase to Fees, or are of a temporary or promotional nature, may not require advance notice. No modification or amendment will be binding unless it is in writing or posted on the Site.

Our failure to act in response to a breach by you or others does not waive our right to take action on subsequent or similar breaches. We do not guarantee that we will take action against all breaches of this Agreement.

14.3 Assignability

You may not transfer or assign any rights or obligations under this Agreement unless we provide prior written approval. If you wish to assign this Agreement in the event of an acquisition or change in control of your company, you must notify Otterkin in writing, including details such as your Account username, the acquiring entity's information, and the date of the transfer. Failure to obtain approval from Otterkin renders the transfer null and void.

14.4 Severability; Interpretation

If any provision of this Agreement is found to be invalid or unenforceable under applicable law, it will be interpreted in a way that aligns with the intent of the original provision, and the remaining provisions of this Agreement will remain in full force and effect. The invalidity or unenforceability of any provision will not affect its enforceability in other jurisdictions.

14.5 Force Majeure

Neither party will be held responsible for delays or failure to perform any obligation under this Agreement due to circumstances beyond their reasonable control. This includes but is not limited to, labor disturbances, natural disasters, pandemics, telecommunication failures, governmental actions, and other similar events.

14.6 Prevailing Language and Location

The English language version of this Agreement and any associated documents will govern in case of discrepancies with translated versions. The Site is operated from our facilities in the United Kingdom.

14.7 Access of the Site outside the United Kingdom

Otterkin makes no representations regarding the appropriateness or availability of the Services outside the United Kingdom. If you access or use the Site from another jurisdiction, you do so at your own risk and are responsible for compliance with all applicable laws and regulations. You also represent that neither you nor your company is subject to any sanctions or export restrictions under applicable law.

14.8 Consent to use Electronic Records

Otterkin may provide you with certain communications or notices in electronic form. By accepting these Terms, you consent to receive such records electronically rather than in paper form.

14.9 Updates and Modifications to Terms

Otterkin Ltd. reserves the right to change its User Agreement as it may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and the User is deemed to have accepted the terms of the User Agreement on your first use of the Website following the alterations.

Definitions

Artist Fees means: (a) the fixed fee agreed between a Patron and an Artist for the completion of an Artwork; and (b) any discretionary bonuses or additional payments made by a Patron to an Artist for services related to the Artwork, including revisions, additional artwork, and consultation, whether pre-agreed or provided at the Patron’s sole discretion.
Artist Services means all services performed for or delivered to Patrons by Artists, including the creation of Artwork and any related services provided through the Otterkin platform.
Artist refers to any authorised User of the Site or Site Services who uses the platform to showcase their work, accept commissions, or receive payment for creating Artwork or providing related services to Patrons.
Artwork means any artistic work or deliverable created by an Artist for a Patron under a Service Contract on the Site.
Confidential Information refers to any material or information provided to, or created by, a User to evaluate a piece of Artwork or the suitability of another User for the Artwork, or provided in connection with the creation, commission, or discussion of Artwork. This includes information in any form, whether tangible, electronic, verbal, graphic, visual, or otherwise. Confidential Information does not include material or information that: (a) is widely known by third parties due to no action or omission by the Artist or Patron; (b) was lawfully received by the User without restriction from a third party authorised to share the information; (c) was already in the User’s possession prior to receipt from the other party and was not obtained from a third party in violation of confidentiality obligations; or (d) was independently developed by the User without reliance on another person’s Confidential Information.
Fixed-Price Agreement refers to an arrangement where a Patron agrees to pay a fixed fee to an Artist, determined prior to the start of the commission, for the completion of all Artwork and related services outlined in the agreement.
Intellectual Property Rights means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any other intellectual property rights, including any modifications, derivatives, or improvements of the original work, as may now exist or come into existence in the future, along with all applications, registrations, renewals, and extensions of these rights, under the laws of any state, country, territory, or jurisdiction.
Patron means any authorised User of the Site or Site Services who seeks or commissions artwork or related services from an Artist on the platform. Additionally, this term encompasses Users who engage with other offerings provided by Otterkin, including, without limitation, the purchase of merchandise, participation in exhibitions or events, and engagement with any future offerings made available through the platform.
Payment Instructions means the instructions provided by Otterkin to Stripe, detailing when and how funds should be released from the Stripe Account to the Artist, in accordance with the Commission terms agreed between the Patron and the Artist, including the applicable Service Fees and Disbursement Fees.
Otterkin Platform means the online platform accessed via Otterkin’s website or any downloadable application or software that enables the browsing, commissioning, and management of artwork, as well as communication between Patrons and Artists.
Payment Method means a valid credit card issued by a bank acceptable to Otterkin, a bank account linked to your Account, a PayPal account, a debit card, or any other method of payment accepted by Otterkin from time to time, at its sole discretion.
Service Contract means, as applicable, (a) the contractual provisions between a Patron and an Artist governing the Artist Services to be performed by the Artist for a piece of Artwork, including any associated timelines, deliverables, quality standards, and other obligations; (b) any other agreements for services offered through the Otterkin platform; or (c) any contractual provisions related to services provided to the Patron through any additional services offered by Otterkin.
Stripe Account means the designated account within Stripe’s secure infrastructure where payments made by Patrons for Commissions are temporarily held until the relevant milestone or completion is reached, at which point funds are released to the Artist in accordance with the terms agreed between the Patron and the Artist, or as set forth in Otterkin’s Dispute Resolution Policy.
User Content means any comments, feedback, data, content, text, images, photographs, video, music, or other materials that you or any Site Visitor or User post to any part of the Site or provide to Otterkin, including content or information that is originally generated through the use of generative AI tools or as a result of questions or requests. This content is owned by the User unless otherwise specified in these Terms or any separate agreements.
Work Product means any tangible or intangible results or deliverables that an Artist agrees to create for, or actually delivers to, a Patron as a result of performing the Artwork Services, including, but not limited to, sketches, digital designs, paintings, sculptures, or other artistic works, as well as any intellectual property developed in connection therewith.