The terms governing our services and your use of this website.
Last updated: February 2025
These Terms & Conditions (“Terms”) govern the relationship between Graftstudio Ltd (“Graftstudio”, “we”, “us”, or “our”) and any individual or organisation (“Client”, “you”, or “your”) who engages our services or uses our website at graftstudio.com.
By engaging our services, signing a proposal or statement of work, or continuing to use our website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our website or engage our services.
Throughout these Terms, the following definitions apply:
Graftstudio Ltd is a company registered in England and Wales under company number 14649929 with its registered address at Teapot Studio 12, Hoults Yard, Newcastle upon Tyne, NE6 2HL. Our VAT registration number is 440967576.
Graftstudio is a Shopify Select partner specialising in high-performance eCommerce solutions for direct-to-consumer (DTC) and business-to-business (B2B) brands. Our Services include, but are not limited to:
The specific scope, deliverables, and timeline for each engagement will be detailed in the applicable Proposal or SOW.
By accessing and using our website at graftstudio.com, you agree to the following:
We reserve the right to restrict or terminate your access to the website at any time, without notice, for any reason.
Unless otherwise stated in writing, all Proposals issued by Graftstudio are valid for a period of 30 days from the date of issue. After this period, we reserve the right to revise the Proposal, including any fees quoted.
Each Proposal will clearly outline the scope of the Project, including:
A Proposal is accepted when you provide written confirmation (which may include email), sign the Proposal, or make payment of the initial deposit or invoice. Upon acceptance, the Proposal together with these Terms forms the Agreement between us.
Any work that falls outside the agreed scope will be treated as a change request. We will provide a written estimate for additional work before proceeding. Change requests may affect the Project timeline and total fees.
Fees for our Services will be as set out in the applicable Proposal or SOW. Unless otherwise stated, all fees are quoted in British Pounds Sterling (GBP) and are exclusive of VAT, which will be charged at the prevailing rate where applicable.
Unless otherwise agreed in writing, our standard payment terms are as follows:
Payment may be made by bank transfer (BACS or Faster Payments) to the account details specified on the invoice. We may also accept payment via other methods as agreed in advance.
If payment is not received by the due date, we reserve the right to:
If you wish to dispute any invoice, you must notify us in writing within 7 days of the invoice date, providing a detailed explanation of the dispute. Any undisputed portion of an invoice remains payable in accordance with the agreed payment terms.
Upon receipt of full payment for a Project, all intellectual property rights in the Deliverables created specifically for the Client shall be assigned to the Client. This includes custom theme code, bespoke design assets, and project-specific documentation produced as part of the agreed scope.
Graftstudio retains all intellectual property rights in its Pre-existing IP, including but not limited to:
Where Pre-existing IP is incorporated into Client Deliverables, Graftstudio grants the Client a non-exclusive, perpetual, royalty-free licence to use that Pre-existing IP as part of the Deliverables for the Client’s own business purposes.
Graftstudio retains the right to use anonymised or non-confidential aspects of work completed for the Client in its portfolio, case studies, and marketing materials, unless otherwise agreed in writing. This includes screenshots, descriptions of technical approaches, and general project summaries. We will not disclose confidential business information without your prior written consent.
Where third-party software, fonts, images, or other licensed materials are used in a Project, the Client is responsible for obtaining and maintaining the appropriate licences. Graftstudio will advise on any third-party licences required but does not assume liability for the Client’s compliance with third-party licence terms.
The Client retains all intellectual property rights in any materials provided to Graftstudio for use in the Project, including brand assets, content, images, and data. The Client grants Graftstudio a limited, non-exclusive licence to use such materials solely for the purpose of delivering the Services.
To enable us to deliver the Services effectively and on schedule, you agree to:
Where delays arise due to the Client’s failure to fulfil these responsibilities, Graftstudio shall not be liable for any resulting delays to the Project timeline, and we reserve the right to adjust timelines and fees accordingly.
All timelines provided in Proposals are estimates based on the information available at the time of quoting and assume timely provision of all Client responsibilities as outlined in section 7. While we make every reasonable effort to meet estimated timelines, they are not guaranteed and do not constitute binding deadlines unless expressly stated as such in writing.
Common causes of delay that may extend the Project timeline include:
We will keep you informed of progress and any anticipated delays. If a delay is likely to materially affect the Project timeline, we will notify you as soon as reasonably practicable and discuss options for mitigating the impact.
If a Project becomes inactive for more than 30 consecutive days due to the Client’s failure to provide required materials, feedback, or approvals, we reserve the right to:
Both parties agree to keep confidential all information received from the other party that is marked as confidential or that, by its nature, would reasonably be considered confidential (“Confidential Information”). This includes, but is not limited to, business plans, financial information, customer data, technical specifications, trade secrets, and proprietary processes.
Confidentiality obligations do not apply to information that:
Confidentiality obligations shall continue for a period of 2 years following the termination or expiration of the Agreement, unless a longer period is specified in the applicable Proposal or SOW.
To the maximum extent permitted by law, Graftstudio’s total aggregate liability to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Graftstudio under the relevant Proposal or SOW in the 12-month period immediately preceding the event giving rise to the claim.
Graftstudio shall not be liable to the Client for any:
Nothing in these Terms shall exclude or limit liability for:
Both parties shall take all reasonable steps to mitigate any loss or damage arising under the Agreement.
Graftstudio warrants that:
Following delivery and sign-off of a Project, Graftstudio will provide a bug-fix period of 30 days during which we will rectify, at no additional cost, any defects in the Deliverables that prevent them from functioning as described in the agreed specification. This does not cover issues arising from changes made by the Client or third parties, third-party software updates, or requirements not included in the original specification.
Except as expressly set out in these Terms, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law. In particular:
Either party may terminate the Agreement by giving the other party not less than 14 days’ written notice. In such cases:
Either party may terminate the Agreement immediately by written notice if:
Retained Support engagements may be terminated by either party with not less than 30 days’ written notice, unless a different notice period is specified in the retainer agreement. Fees for the current billing period are non-refundable. Unused hours or allowances do not carry over beyond the termination date.
Upon termination, the following provisions shall survive and continue in force: section 6 (Intellectual Property), section 9 (Confidentiality), section 10 (Limitation of Liability), section 11 (Warranties and Disclaimers), and section 16 (Governing Law).
Our Services frequently involve the use of, or integration with, third-party platforms, services, and software, including but not limited to:
Graftstudio is not responsible for the availability, performance, security, or policies of any third-party service. We do not warrant that third-party services will continue to operate, maintain backward compatibility, or remain available on the same terms. Any fees payable to third-party providers are the responsibility of the Client unless explicitly included in our Proposal.
Where a third-party service makes changes that materially affect the Deliverables (for example, Shopify deprecating an API or a third-party app ceasing operations), we will advise on the impact and, if requested, provide a quotation for any remedial work required.
Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where Graftstudio processes personal data on behalf of the Client in the course of providing the Services, Graftstudio shall act as a data processor and the Client shall act as the data controller. In such cases, we will process personal data only in accordance with the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
For details on how we collect, use, and protect personal data through our website, please refer to our Privacy Policy.
If a data processing agreement is required for the engagement, we will provide one upon request.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control (“Force Majeure Event”), including but not limited to:
The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement by giving 14 days’ written notice. In such cases, the Client shall pay for all Services provided up to the date of termination.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
These Terms, together with the applicable Proposal or SOW, constitute the entire agreement between the parties and supersede all prior agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter of the Agreement.
If any provision of these Terms is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions.
No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under these Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
The Client may not assign, transfer, or sub-contract any of its rights or obligations under the Agreement without the prior written consent of Graftstudio. Graftstudio may assign or sub-contract any of its rights or obligations under the Agreement, provided that we remain responsible for the performance of the assigned or sub-contracted obligations.
Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, or agency relationship between the parties. Neither party shall have authority to bind the other or incur any obligation on the other’s behalf.
No person other than a party to the Agreement shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
Any notice required or permitted under the Agreement shall be in writing and may be delivered by email or first-class post to the addresses set out in the Proposal or, for Graftstudio, to the contact details provided in section 18 below.
If you have any questions about these Terms or wish to discuss any aspect of our Services, please contact us:
