Terms of Service

1. Introduction and Parties

These Terms of Service ("Terms") constitute a legally binding agreement between Graphshore Studio ("Company," "we," "our," or "us"), a web design and development studio operating from Boulder, Colorado, and any individual, company, or entity ("Client," "you," or "your") that engages our services.

Graphshore Studio specializes in web development, UX/UI design, e-commerce development, landing page creation, and interface prototyping. These Terms govern all services provided by Graphshore Studio, whether delivered through direct engagement, a signed proposal, a purchase order, or any other formal or informal agreement.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you lack such authority, or do not agree with these Terms, you must not engage our services.

2. Services Offered

Graphshore Studio provides the following core services:

• Web Development: Design and development of corporate websites, business websites, informational websites, and custom web applications on platforms including but not limited to Webflow, WordPress, and custom HTML/CSS/JavaScript.
• E-Commerce Development: Creation and customization of online stores on platforms including Shopify, WooCommerce, and other e-commerce systems, including product catalog setup, payment gateway integration guidance, and theme customization.
• UX/UI Design: User experience research, user interface design, interaction design, and design systems creation for web and mobile platforms, primarily executed through Figma.
• Landing Pages: Design and development of high-converting, performance-optimized single-page websites and marketing landing pages.
• Prototyping and Testing: Creation of interactive, clickable prototypes in Figma or other tools, user testing coordination, hypothesis validation, and usability reporting.
• Consulting and Strategy: Digital strategy advisory, UX audits, competitive analysis, and technical consulting as agreed upon in individual project scopes.

The specific scope of services for each project will be detailed in a separate Project Brief, Proposal, or Statement of Work ("SOW"). These Terms apply in conjunction with any such project-specific documents.

3. Project Engagement Process

3.1 Discovery and Proposal

All projects begin with a discovery phase in which Graphshore Studio gathers information about your needs, goals, timeline, and budget. Based on this, we produce a written Proposal or Project Brief outlining the scope of work, deliverables, timeline, and pricing.

3.2 Project Commencement

A project is formally commenced upon receipt of the required deposit payment (typically 50% of the total project cost, unless otherwise stated in the Proposal) and written approval of the Project Brief or Proposal by the Client. No design or development work will begin before these conditions are met.

3.3 Client Responsibilities

The Client agrees to:

• Provide timely and clear feedback on deliverables within agreed review windows (typically 3–5 business days).
• Supply all required content, branding assets, access credentials, and other materials necessary for project completion according to the agreed timeline.
• Designate a primary point of contact who is authorized to make decisions on behalf of the Client's organization.
• Review and approve deliverables in a timely manner to avoid project delays.
• Communicate any change requests or concerns promptly through agreed communication channels.

3.4 Revisions and Change Requests

Each project includes a specified number of revision rounds as stated in the Proposal. A revision round is defined as one consolidated set of feedback per deliverable. Additional revision rounds beyond those included in the Proposal will be billed at our standard hourly rate of $95 per hour, unless a separate arrangement is agreed upon in writing.

Significant changes to project scope, direction, or deliverables after approval of initial designs or specifications constitute change requests and may result in revised timelines and additional fees. Graphshore Studio will provide a written change order for Client approval before proceeding with out-of-scope work.

4. Payment Terms

4.1 Payment Structure

Standard payment structure for all projects is as follows:

• 50% deposit due upon project commencement, before any work begins.
• 50% final payment due upon project completion and before final file delivery, site launch, or access transfer.
• For larger projects (over $10,000), milestone-based payment schedules may be agreed upon in the Proposal.

4.2 Accepted Payment Methods

Graphshore Studio accepts payment via bank transfer (ACH/wire), credit or debit card, and other methods as specified at the time of invoicing. All payments are to be made in US Dollars (USD) unless otherwise agreed.

4.3 Late Payments

Invoices are due within 14 calendar days of issuance unless otherwise stated. Overdue invoices will accrue a late payment fee of 1.5% per month (18% per annum) on the outstanding balance. Graphshore Studio reserves the right to suspend work on any active project if payment becomes more than 14 days overdue.

4.4 Project Holds

If a project is placed on hold by the Client for a period exceeding 30 days, Graphshore Studio reserves the right to invoice for all work completed to date. Upon resumption, the project will be re-scheduled based on current availability, which may result in revised timelines.

5. Intellectual Property and Ownership

5.1 Client Content

All content, images, text, logos, trademarks, and other materials provided by the Client remain the sole property of the Client. The Client warrants that it has full right and authority to use all materials provided and that their use will not infringe upon any third-party rights.

5.2 Final Deliverables

Upon receipt of full payment, Graphshore Studio assigns to the Client all ownership rights to the final, approved deliverables specific to that project. This includes custom code, design files, and other project-specific assets produced by Graphshore Studio exclusively for the Client.

5.3 Retained Rights

Graphshore Studio retains ownership of all preliminary concepts, drafts, unused designs, and any proprietary methodologies, frameworks, tools, and code libraries developed independently of the Client project. These are not transferred to the Client. Additionally, Graphshore Studio retains the right to use completed projects in its portfolio and marketing materials unless the Client specifically requests confidentiality in writing prior to project commencement.

5.4 Third-Party Assets

Projects may incorporate third-party licensed assets including fonts, stock photography, icon libraries, plugins, and software tools. The Client is responsible for ensuring appropriate licensing for any third-party assets used in production environments. Graphshore Studio will disclose the use of third-party assets and advise on licensing requirements but bears no liability for licensing violations resulting from Client usage.

6. Confidentiality

Graphshore Studio agrees to maintain strict confidentiality regarding all proprietary information, business strategies, trade secrets, and sensitive data shared by the Client in the course of the project. We will not disclose such information to third parties without the Client's express written consent, except as required by law.

Similarly, the Client agrees not to disclose Graphshore Studio's proprietary methods, processes, pricing structures, or internal documentation to third parties without our express written consent.

These confidentiality obligations survive the termination of the project agreement for a period of 3 years.

7. Project Timeline and Delays

Graphshore Studio commits to delivering projects within the timelines established in the approved Project Brief. However, timelines are contingent upon timely receipt of Client materials, feedback, and approvals. Delays caused by Client inaction, late payments, or late provision of required materials will extend project deadlines accordingly and are not the responsibility of Graphshore Studio.

Graphshore Studio will communicate proactively about any delays on our end and work collaboratively with the Client to find solutions. Force majeure events, including but not limited to natural disasters, major technical outages, or other extraordinary circumstances beyond reasonable control, may also result in timeline adjustments.

8. Warranties and Representations

Graphshore Studio warrants that:

• All work is produced with professional skill, care, and diligence consistent with industry standards.
• We have the right to enter into this agreement and are not bound by any obligations that would conflict with providing the agreed services.
• Deliverables will function as described in the Project Brief at the time of delivery on the platforms and browsers specified in the project scope.

8.1 Post-Launch Support

Graphshore Studio provides a 30-day post-launch support period for bug fixes and technical issues arising from our work, at no additional charge. This warranty does not cover issues arising from Client modifications, third-party plugin conflicts introduced after launch, hosting environment changes, or platform updates made after delivery.

8.2 Disclaimer of Warranties

Except as expressly stated herein, all services are provided "as is." Graphshore Studio does not warrant uninterrupted operation, specific business outcomes, search engine rankings, conversion rates, or revenue results from any digital product we create.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Graphshore Studio's total liability to the Client for any claims arising from or related to the provision of services shall not exceed the total amount paid by the Client to Graphshore Studio for the specific project giving rise to the claim in the twelve (12) months preceding the claim.

Graphshore Studio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or damage to reputation, even if we have been advised of the possibility of such damages.

10. Termination

10.1 Termination by Client

The Client may terminate a project at any time with written notice. In such cases, the Client agrees to pay for all work completed to the date of termination, including any non-refundable deposit. If the work completed at the time of termination exceeds the deposit amount, the Client will be invoiced for the difference. The deposit is non-refundable once work has commenced.

10.2 Termination by Graphshore Studio

Graphshore Studio reserves the right to terminate a project engagement if the Client breaches any material term of these Terms, fails to make timely payment, engages in conduct that Graphshore Studio deems unethical or harmful, or if the project becomes technically or legally infeasible. In such cases, the Client will be invoiced for work completed, and all completed deliverables will be provided upon receipt of payment.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or the services provided shall first be subject to good-faith negotiation between the parties.

If a dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to binding arbitration in Boulder County, Colorado, administered under the rules of the American Arbitration Association (AAA), Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

12. Modifications to These Terms

Graphshore Studio reserves the right to update or modify these Terms at any time. Changes will be effective immediately upon posting the updated Terms on our website or communicating them to active Clients. Your continued engagement of our services following such changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from the Terms if modification is not possible. The remaining provisions shall continue in full force and effect.

14. Entire Agreement

These Terms, together with any applicable Project Brief, Proposal, Statement of Work, or other project-specific documents agreed to in writing, constitute the entire agreement between Graphshore Studio and the Client with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral.