Legal
Terms of Service
1. Who We Are and What These Terms Cover
1.1 These Terms of Service ("Terms") govern your access to and use of the Spectrum& platform at app.spectrumand.com ("Platform") and any creative services delivered through it.
1.2 The Platform is operated by The Clarion Portfolio Ltd (trading as Spectrum&), a company incorporated in England and Wales (company number 4194051, VAT number 776017028), whose registered address is 2 Great George Street, Godalming, Surrey, GU7 1EE ("we", "us", "our"). Contact: hello@spectrumand.com.
1.3 By registering for an account or placing a project brief through the Platform, you ("Client", "you") agree to these Terms in full. If you are accepting on behalf of a company or other legal entity, you warrant that you have authority to bind that entity.
1.4 These Terms apply to all Clients. They are a B2B agreement — the Platform is not intended for and must not be used by consumers acting outside of trade, business or professional purposes.
2. The Services
2.1 Spectrum& provides AI-powered creative and marketing material production services for the pharmaceutical and healthcare sector ("Services"). This includes, but is not limited to: visual creative assets, written copy, promotional materials, presentations, and supporting digital content.
2.2 Services are delivered through the Platform. Deliverables will be made available to you in the format specified in the relevant project brief.
2.3 We operate as an AI-powered agency. Our creative output is produced using artificial intelligence systems. We do not employ human creatives in the production of deliverables, though human direction and oversight govern the process.
2.4 We reserve the right to update, modify or discontinue features of the Platform at any time with reasonable notice where practicable.
3. Client Responsibilities
3.1 Account security. You are responsible for maintaining the security of your account credentials. You must not share access with unauthorised individuals. You must notify us promptly at hello@spectrumand.com if you suspect unauthorised access.
3.2 Accuracy of briefs. You are responsible for the accuracy, completeness and lawfulness of all information, materials and instructions you provide to us. We will produce deliverables based on the brief as provided. If a brief contains errors or omissions, any resulting deficiencies in deliverables are your responsibility.
3.3 MLR approval — CLIENT RESPONSIBILITY.
This is a critical obligation. Any creative or marketing material produced by Spectrum& for use in the pharmaceutical sector that is subject to Medical, Legal and Regulatory ("MLR") review under your internal processes, the ABPI Code of Practice, the Medicines Act 1968, the Human Medicines Regulations 2012, or any other applicable regulatory framework must be reviewed and approved through your MLR process before it is used, published, broadcast or distributed in any form.
Spectrum& does not conduct MLR review. We do not provide regulatory advice. We do not warrant that any deliverable is compliant with the ABPI Code, MHRA requirements, or any other pharmaceutical advertising or promotional standard.
You are solely responsible for ensuring all deliverables are MLR-approved before use. We accept no liability for any regulatory breach, regulatory sanction, adverse ABPI ruling, MHRA enforcement action or third-party claim arising from your use of deliverables that have not been properly reviewed and approved.
3.4 Lawful use. You must not use the Platform or deliverables for any unlawful purpose, including but not limited to promoting prescription medicines directly to consumers, making false or misleading claims, or violating the advertising codes administered by the Advertising Standards Authority.
3.5 Your materials. Where you provide us with existing materials (text, images, brand assets, data or otherwise) for use in producing deliverables, you warrant that you have all necessary rights to provide and use those materials, and that their use by us in producing deliverables will not infringe any third-party rights.
4. Intellectual Property
4.1 Client-provided materials. You retain all intellectual property rights in materials you provide to us. You grant us a licence to use those materials solely for the purpose of delivering the Services.
4.2 Deliverables — assignment of rights. Subject to payment in full of all fees due for a project, we assign to you all intellectual property rights we hold in the deliverables for that project, to the extent that such rights exist and are capable of assignment.
4.3 AI-generated content — important caveat on copyright.
We are being transparent about an area of legal uncertainty that you should be aware of.
The deliverables we produce are generated substantially by artificial intelligence systems. Under section 9(3) of the Copyright, Designs and Patents Act 1988 ("CDPA"), for a computer-generated work (a work with no human author), the "author" is taken to be the person who made the arrangements necessary for its creation. This provision was enacted in 1988 and its application to modern generative AI systems has not been definitively tested by the UK courts.
The position as of the date of these Terms is: it is uncertain whether, or to what extent, copyright subsists in AI-generated outputs under UK law. The Intellectual Property Office has consulted on this issue (2021–2022) but no legislative change has been enacted.
Practical consequence for you: We assign to you whatever rights we hold in deliverables. If, as a matter of law, no copyright subsists in a given AI-generated deliverable, you nonetheless have our full permission (by licence and assignment) to use it freely. However, you should be aware that if no copyright subsists, third parties may also be free to copy or use the same material. We cannot guarantee copyright protection in AI-generated outputs.
We recommend you take your own legal advice if copyright protection in specific deliverables is commercially critical to you.
4.4 Reservation. Until payment in full is received, all rights in deliverables remain with Spectrum&. We grant you no licence to use deliverables before full payment.
4.5 Platform. All rights in the Platform itself (software, design, systems) remain with Spectrum&. Nothing in these Terms grants you any rights in the Platform.
5. Payment
5.1 Fees for each project are as set out in the Platform at the time of project initiation, or in any separate quote or order confirmation.
5.2 Payment on completion. Unless otherwise agreed in writing, payment is due upon delivery of the completed project deliverables. We will issue an invoice at that point. Payment must be made within 14 days of invoice date.
5.3 Where payment is processed via the Platform (including via Stripe), payment terms specific to that payment flow will apply in addition to these Terms.
5.4 We reserve the right to withhold delivery of final files and to withhold assignment of intellectual property rights until full payment is received.
5.5 Invoices not paid within 14 days of the due date will accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% above the Bank of England base rate.
6. Walk-Away Policy
6.1 We operate a "walk-away" policy under which either party may withdraw from a project before final delivery. The following terms apply to Client walk-aways specifically.
6.2 A "walk-away" occurs when a Client chooses to discontinue a project after it has commenced (i.e., after the brief has been accepted by us and work has begun) but before final deliverables are accepted.
6.3 Walk-away limit. Each Client is permitted a maximum of three (3) walk-aways in total across the lifetime of their relationship with Spectrum& ("Lifetime Walk-Away Allowance"). This allowance applies to the Client account and its associated organisation, not per-project or per-user.
6.4 Consequences of a walk-away. If you exercise a walk-away:
- No fees are charged for the discontinued project;
- One walk-away is deducted from your Lifetime Walk-Away Allowance;
- Any materials produced up to the point of walk-away remain our property and will not be delivered.
6.5 Exceeding the allowance. If you attempt to walk away from a project after exhausting your Lifetime Walk-Away Allowance, you will be liable to pay the full project fee as agreed, regardless of whether deliverables are completed or accepted. We reserve the right to suspend or terminate your account in such circumstances.
6.6 Walk-aways must be communicated in writing via the Platform or to hello@spectrumand.com.
7. Limitation of Liability
7.1 Our liability cap. To the maximum extent permitted by law, our total aggregate liability to you in connection with any project — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total fees paid or payable by you for that specific project.
7.2 Exclusion of consequential loss. To the maximum extent permitted by law, we exclude all liability for:
- loss of profits;
- loss of revenue or business;
- loss of data;
- loss of anticipated savings;
- loss of goodwill or reputation;
- indirect or consequential loss of any kind,
whether or not such loss was foreseeable or we had been advised of the possibility of it.
7.3 Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.
7.4 Client indemnity — MLR and regulatory misuse. You agree to indemnify, defend and hold harmless The Clarion Portfolio Ltd (trading as Spectrum&) from and against any and all claims, losses, damages, costs, fines, regulatory sanctions and expenses (including reasonable legal fees) arising from or in connection with:
- (a) your use of any deliverable without first obtaining all required MLR or regulatory approvals;
- (b) any breach by you of Clause 3.3 (MLR responsibility);
- (c) any claim by a third party (including any regulator, patient, healthcare professional or competitor) arising from your use of deliverables in a manner that violates applicable pharmaceutical advertising or promotional regulations;
- (d) any inaccurate, unlawful or infringing materials you provided to us as part of a brief.
This indemnity survives termination of these Terms.
8. Confidentiality
8.1 Each party agrees to keep confidential any confidential information of the other party disclosed in connection with the Services, and not to use it for any purpose other than performing its obligations or exercising its rights under these Terms.
8.2 This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is required to be disclosed by law, court order or regulatory authority.
9. Data Protection
9.1 Each party will comply with its obligations under the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 in connection with any personal data processed under or in connection with these Terms.
9.2 To the extent that Spectrum& processes personal data on your behalf in delivering the Services, the parties acknowledge that you are the data controller and Spectrum& acts as a data processor. Our Privacy Policy sets out how we handle personal data in our capacity as a data controller.
9.3 You warrant that any personal data you provide to us in connection with a brief is provided in compliance with applicable data protection law, and that you have appropriate lawful basis to share it with us.
10. Term and Termination
10.1 These Terms apply from the date you create an account or first use the Platform, and continue until terminated.
10.2 You may terminate your account at any time by contacting hello@spectrumand.com. Termination does not affect any outstanding payment obligations or any other rights or obligations that have accrued before termination.
10.3 We may suspend or terminate your access to the Platform immediately if: (a) you breach these Terms in a material way; (b) you fail to make payment when due; (c) we are required to do so by law; or (d) we determine that your use of the Platform creates legal, regulatory or reputational risk for us.
10.4 On termination, all outstanding payments become immediately due. Clauses 4 (to the extent rights are not yet assigned), 5, 7 (limitation of liability and indemnity), 8 (confidentiality) and 11 (governing law) survive termination.
11. General
11.1 Entire agreement. These Terms (together with any project-specific order confirmation or client contract) constitute the entire agreement between us in relation to the Services and supersede any prior representations, understandings or agreements.
11.2 Variation. We may update these Terms from time to time. We will notify you of material changes by email or via the Platform with at least 14 days' notice. Continued use of the Platform after the effective date of any update constitutes acceptance of the updated Terms.
11.3 Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it subsequently.
11.4 Severance. If any provision of these Terms is found to be unenforceable, that provision is severed. The remaining Terms continue in full force.
11.5 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
11.6 Third party rights. These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
12. Governing Law and Jurisdiction
12.1 These Terms and any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims) are governed by the law of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.