Terms and conditions

1. Introduction

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.

1.1 Definitions

Throughout these Terms, the following definitions apply:

• “Agreement” means these Terms together with any signed proposal, statement of work (SOW), or service order that references these Terms.
• “Services” means the Shopify development, design, strategy, consulting, retained support, and any other professional services provided by Graftstudio as described in the applicable proposal or SOW.
• “Deliverables” means all work product, code, designs, documentation, and other materials created by Graftstudio specifically for the Client as part of a project.
• “Project” means the specific scope of work described in a proposal or SOW.
• “Proposal” means a written quotation, estimate, or statement of work issued by Graftstudio setting out the scope, timeline, and fees for a Project.
• “Pre-existing IP” means any intellectual property owned by either party before the commencement of a Project, including but not limited to code libraries, frameworks, tools, methodologies, and know-how.
• “Retained Support” means an ongoing monthly engagement for maintenance, support, and iterative development services as described in a separate retainer agreement or SOW.

1.2 Company Details

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.

2. Our Services

Graftstudio is a Shopify Plus development studio and Shopify Plus Partner, working with direct-to-consumer (DTC) and business-to-business (B2B) brands and with design agencies. Our Services include, but are not limited to:

• Shopify Plus audit: a fixed-fee review of an existing store, delivered as a written report.
• Shopify Plus development: builds, checkout extensibility, Shopify Functions (including migration from Shopify Scripts), B2B, Markets and store consolidation, integrations, and agentic storefront setup.
• Migration: moving stores to Shopify Plus from other platforms, including data, URLs and redirects.
• Custom theme development: Shopify themes built from a client’s or agency’s design.
• Performance and conversion optimisation: ongoing speed, accessibility, testing and checkout work.
• Retained and fractional support: a set amount of time each month, or set days inside a client’s team, for fixes, feature development and platform updates.
• Specialist services: design, conversion, content and photography, provided by named specialists we bring in where a project needs them.

The specific scope, deliverables, and timeline for each engagement will be detailed in the applicable Proposal or SOW.

3. Website Use Terms

By accessing and using our website at graftstudio.com, you agree to the following:

• You will use the website only for lawful purposes and in accordance with these Terms.
• You will not use the website in any way that could damage, disable, overburden, or impair the site or interfere with any other party’s use of the website.
• You will not attempt to gain unauthorised access to any part of the website, the server on which the website is hosted, or any server, computer, or database connected to the website.
• You will not use any automated system, including robots, spiders, or scrapers, to access the website for any purpose without our prior written consent.
• All content on this website, including text, graphics, logos, images, and software, is the property of Graftstudio or its content suppliers and is protected by United Kingdom and international copyright laws.

We reserve the right to restrict or terminate your access to the website at any time, without notice, for any reason.

4. Quotations and Proposals

4.1 Validity

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.

4.2 Scope

Each Proposal will clearly outline the scope of the Project, including:

• A description of the Services to be provided.
• Deliverables and expected outcomes.
• Estimated timeline and key milestones.
• Fees and payment schedule.
• Any assumptions or dependencies, including Client responsibilities.

4.3 Acceptance

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.

4.4 Change Requests

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.

5. Payment Terms

5.1 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.

5.2 Payment Schedule

Unless otherwise agreed in writing, our standard payment terms are as follows:

• Project work: A deposit of 50% of the total project fee is due upon acceptance of the Proposal. The remaining balance is due upon completion of the Project, unless the Proposal specifies milestone-based payments.
• Retained Support: Monthly retainer fees are invoiced in advance at the beginning of each calendar month and are due within 14 days of the invoice date.
• Consulting and ad-hoc work: Invoiced monthly in arrears based on time spent, due within 14 days of the invoice date.

5.3 Payment Methods

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.

5.4 Late Payment

If payment is not received by the due date, we reserve the right to:

• Charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
• Claim reasonable debt recovery costs as permitted under the Late Payment of Commercial Debts (Interest) Act 1998.
• Suspend all work on the Project or withhold Deliverables until outstanding payments are received.
• Terminate the Agreement in accordance with section 12 of these Terms.

5.5 Disputed Invoices

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.

6. Intellectual Property

6.1 Client Ownership of Deliverables

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.

6.2 Graftstudio Pre-existing IP

Graftstudio retains all intellectual property rights in its Pre-existing IP, including but not limited to:

• Proprietary code libraries, starter themes, component frameworks, and boilerplate code.
• Development tools, scripts, and automation workflows.
• Methodologies, processes, and general know-how developed before or independently of any Client project.

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.

6.3 Portfolio and Case Study Rights

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.

6.4 Third-party Licences

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.

6.5 Client Materials

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.

7. Client Responsibilities

To enable us to deliver the Services effectively and on schedule, you agree to:

• Provide timely feedback: Respond to requests for feedback, approvals, and sign-offs within the timeframes agreed in the Proposal. Unless otherwise specified, we request responses within 5 working days.
• Supply content and assets: Provide all required content, including copy, images, product data, brand guidelines, and any other materials necessary for the Project, in the agreed formats and by the agreed dates.
• Grant access: Provide timely access to all necessary platforms, accounts, and systems, including but not limited to Shopify admin, hosting accounts, domain registrars, third-party app accounts, and any relevant APIs or integrations.
• Designate a point of contact: Appoint a single point of contact with authority to make decisions and provide approvals on behalf of the Client.
• Ensure accuracy: Ensure that all information and materials provided to us are accurate, complete, and do not infringe the intellectual property rights of any third party.
• Comply with platform terms: Maintain active Shopify subscriptions and comply with Shopify’s terms of service and acceptable use policies throughout the engagement.

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.

8. Project Timelines and Delays

8.1 Estimated Timelines

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.

8.2 Causes of Delay

Common causes of delay that may extend the Project timeline include:

• Late provision of content, assets, feedback, or approvals by the Client.
• Changes to the agreed scope of work (change requests).
• Third-party dependencies, including delays from Shopify, hosting providers, payment gateways, or other service providers.
• Discovery of unforeseen technical complexity during the course of the Project.
• Force majeure events as described in section 15.

8.3 Communication

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.

8.4 Prolonged Inactivity

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:

• Place the Project on hold and reallocate resources to other commitments.
• Require a re-scoping of the Project upon resumption, which may include revised timelines and additional fees.
• Invoice for all work completed to date if the Project does not resume within a further 30 days.

9. Confidentiality

9.1 Obligations

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.

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party before disclosure, as evidenced by written records.
• Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party where legally permissible.

9.3 Duration

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.

10. Limitation of Liability

10.1 Cap on Liability

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.

10.2 Exclusion of Indirect Losses

Graftstudio shall not be liable to the Client for any:

• Loss of profits, revenue, or anticipated savings.
• Loss of business or contracts.
• Loss of goodwill or reputation.
• Loss of data (except to the extent caused by our negligence).
• Any indirect, consequential, or special loss or damage, howsoever arising.

10.3 Exceptions

Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded or limited under applicable law.

10.4 Mitigation

Both parties shall take all reasonable steps to mitigate any loss or damage arising under the Agreement.

11. Warranties and Disclaimers

11.1 Our Warranties

Graftstudio warrants that:

• We will perform the Services with reasonable skill and care, in accordance with generally accepted industry standards.
• We have the right and authority to enter into the Agreement and provide the Services.
• The Deliverables, to the best of our knowledge, will not infringe the intellectual property rights of any third party (excluding any Client-supplied materials).

11.2 Bug-fix Period

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.

11.3 Disclaimers

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:

• We do not guarantee any specific business outcomes, including increases in revenue, conversion rates, traffic, or search engine rankings, as a result of our Services.
• We do not warrant that the Deliverables will be error-free, uninterrupted, or compatible with all third-party software or systems.
• We do not warrant the continued availability, performance, or policies of any third-party platform, including Shopify, and are not liable for changes made by such platforms.
• Our website and its content are provided on an “as is” and “as available” basis without any representations or warranties of any kind.

12. Termination

12.1 Termination by Either Party

Either party may terminate the Agreement by giving the other party not less than 14 days’ written notice. In such cases:

• The Client shall pay for all Services provided and expenses incurred by Graftstudio up to and including the date of termination.
• Any deposit already paid shall be applied against work completed. If the value of work completed exceeds the deposit, the balance shall be invoiced and payable within 14 days.
• Graftstudio will deliver all completed and in-progress Deliverables to the Client, subject to payment of all outstanding fees.

12.2 Termination for Cause

Either party may terminate the Agreement immediately by written notice if:

• The other party commits a material breach of these Terms and fails to remedy such breach within 14 days of receiving written notice specifying the breach.
• The other party becomes insolvent, enters administration, has a receiver appointed, or makes an arrangement with its creditors.

12.3 Termination of Retained Support

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.

12.4 Consequences of Termination

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).

13. Third-party Services

Our Services frequently involve the use of, or integration with, third-party platforms, services, and software, including but not limited to:

• Shopify: As a Shopify Plus Partner, much of our work is built on the Shopify platform. The Client’s use of Shopify is subject to Shopify’s own terms of service, privacy policy, and acceptable use policies.
• Hosting and infrastructure providers: Including but not limited to content delivery networks, DNS providers, and email services.
• Third-party apps and integrations: Including Shopify apps, payment gateways, shipping providers, marketing platforms, ERP systems, and other SaaS tools.
• Font and media licences: Including typeface foundries, stock photography providers, and icon libraries.

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.

14. Data Protection

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.

15. Force Majeure

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:

• Natural disasters, fire, flood, earthquake, epidemic, or pandemic.
• War, terrorism, civil unrest, or governmental actions.
• Strikes, industrial disputes, or labour shortages (other than those involving the affected party’s own workforce).
• Failure of utilities, telecommunications, or internet services.
• Cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, or other malicious acts.
• Changes in law or regulation that materially affect the performance of obligations.

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.

16. Governing Law and Jurisdiction

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).

17. General Provisions

17.1 Entire Agreement

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.

17.2 Severability

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.

17.3 Waiver

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.

17.4 Assignment

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.

17.5 No Partnership or Agency

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.

17.6 Third-party Rights

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.

17.7 Notices

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.

18. Contact Us

If you have any questions about these Terms or wish to discuss any aspect of our Services, please contact us:

• Company: Graftstudio Ltd
• Email: hello@graftstudio.com
• Address: Teapot Studio 12, Hoults Yard, Newcastle upon Tyne, NE6 2HL
• Company Number: 14649929