** 1. Payment Terms:**

• The client agrees to a prepayment as stated on the Invoice or Pro-Forma Invoice.

• Payments are due within 7 days of invoice receipt. Late payments may incur interest at a rate of 15% after 3 days.
   

** 2. Timeline:**

• The project is estimated to be completed as outlined in the proposal. Delays caused by the client, changes in project scope, or unforeseen circumstances beyond Grapholix's control may extend the timeline. Both parties will communicate promptly in the event of potential delays.

 

** 3. Termination Clause:**

• A cancellation fee will be incurred if the client cancels the project before completion, but in no event shall costs exceed the original contract price.

• If more than 50 percent of the project has been completed, the client will be liable for the full cost of the job as bid.

 

** 4. Intellectual Property Rights:**

• Upon full payment, the client will have exclusive ownership of the final design, including all intellectual property rights. Grapholix retains the right to showcase the work in portfolios and marketing materials.

 

** 5. Confidentiality:**

• Both parties agree to keep confidential all information shared during the project, including but not limited to business strategies, creative concepts, and project details. This obligation extends beyond the termination of this agreement.

 

** 6. Force Majeure:**

• Neither party shall be held responsible for any delay or failure to perform its obligations due to circumstances beyond their reasonable control. In such cases, the affected party shall promptly notify the other party of the force majeure event.

 

** 7. Indemnification:**

• The client agrees to indemnify and hold Grapholix harmless from any claims, damages, or expenses arising out of the use of the design, including but not limited to third-party claims of copyright or trademark infringement.

 

** 8. Communication Protocols:**

• The client will provide a single point of contact for all feedback and sign-off. The "project contact" will be available for questions via email and/or telephone throughout the engagement as needed. Regular updates will be provided, and both parties will respond to inquiries within 36 hours.

• Grapholix shall only be obligated to perform the services Monday through Friday, between the hours of 10 a.m. and 6 p.m. exclusive of holidays, unless both sides mutually agree otherwise in writing.

 

** 9. Testing and Acceptance:**

• The client will have three business days to review and provide feedback on deliverables. Upon completion of revisions, the client will signify acceptance in writing.

• The client will have three business days to review and provide feedback on deliverables. After 72, the client will be notified of the deadline and extend a grace period of 24 hours. Delays in either feedback or sign-off past this grace period will incur a change order. 

• The client is entitled to 2 rounds of revisions for each deliverable, except where otherwise specified. Additional rounds of design or refinements of development will incur a change order.

• Upon completion of revisions, the client will signify acceptance in writing by email. This acceptance will be considered final, and any further modifications or additional revisions will be subject to a change order. 

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** 10. Subcontracting:**

•  Grapholix reserves the right to subcontract specific tasks related to the project but will remain fully responsible for the deliverables.
   

** 11. Dispute Resolution:**

•  In the event of a dispute, both parties agree to engage in good-faith negotiations. If a resolution cannot be reached, mediation will be pursued before resorting to arbitration or legal action.

 

** 12. Additional Work:**

• Work outside the scope of the project will be billed at a blended rate of €50 per hour. Grapholix will not commence any additional work without prior written approval from the Client. The Client will be informed of the scope change, associated costs, and any potential impact on the project timeline before any additional work is initiated. Approval for additional work will be considered final once confirmed in writing by the Client.

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** 13.Deliverables:**

• Client shall be responsible for proofreading all copy. Client, in cases where specified, will supply approved copy with up 2 rounds of copy revisions.

• All required assets (i.e. partner logos, photos, etc…) will be delivered in the requested format by Client within 72 hours.

• Grapholix will not provide rights clearance for all content and third-party creative assets, including but not limited to fonts, photographic assets, and illustrations, used in the project. All rights clearance will be provided by Client.

• Stock photography, video, illustrations and audio, including necessary fonts will be purchased by Grapholix on behalf of the client. This will be billed separately upon approval from Client.