I. Graphiq Technologies AS («Graphiq») has developed an internet platform («the Platform») to provide professional end users («the Client») a wide variety of graphic designs and services. The Platform is an interactive web solution. In collaboration with Graphiq’s associated sub contractor («the SC»), the Client can develop the desired product.

II. This agreement governs the contractual relationship between Graphiq as the provider and the Client as the customer of the service. A fundamental feature of the agreement is the mutual duty of loyalty, and the recognition that the objective of the agreement will be achieved through an interactive process with active contribution from the Client within the Platform.

III. The agreement is supplemented by Graphiq's Terms of Use as they are available at any time.

1. Performance of the work

1.1 Graphiq shall provide the product outlined in the Project Proposal with any subsequent change agreements («the Product»).

1.2 Graphiq shall deliver the Product at the agreed time. Graphiq shall notify the Client if agreed final deadline is not met.

1.3 The work shall be carried out efficiently and properly. Graphiq shall safeguard the Client’s interests and perform the work in accordance with the contract and to a high professional standard. This includes, inter alia, to:

1.3.1 Advise the Client about alternative solutions if needed,

1.3.2 Use qualified resources with relevant experience, and engage other or additional resources when needed, and

1.3.3 Strive for a progress in accordance with any agreed milestones.

1.4 As part of the production, Graphiq shall inspect any output and basis materials from the Client.

2. Duty of cooperation

The Client shall deliver basis materials, make decisions and otherwise contribute to the assignment being performed at the agreed time. The duty of cooperation includes an open collaboration with the SC that shall take place according to what is agreed and necessary.

3. Duty of confidentiality

The parties have a duty of confidentiality in respect of information that emerges about the other party’s business and personal circumstances when there is a legitimate interest in avoiding spreading of the information. However, the parties are free to provide information to each other when this is necessary for the execution of the assignment.

4. Competition

If the Client, in current or future projects, wishes to engage subcontractors or other service providers that the Client has become aware of through the assignment or Platform, this shall be done using the Platform. This restriction is valid for one year after the date of the agreement. If the Client enters into engagement in violation of the obligations deriving from this contract, the Client shall pay to Graphiq 50 percent of the gross revenue of the assignment, and at least NOK 50 000. In case of breach of this clause, the Client shall notify Graphiq.

5. Right to use the product

5.1 When the Product is payed for and handed over in accordance with the contract, the Client is granted copyright to the graphic expression/design of the Product. The copyright entitles the Client to change the product and to transfer the copyright.

5.2 Handover does not entail any transfer of rights to software or tools, unless otherwise agreed.

5.3 Graphiq retains an indefinite and gratuitous disposal right to use the graphic expression/design in various marketing efforts, such as a reference project. Such use shall require the prior written approval from the Client, which shall not be unreasonably withheld. For the avoidance of doubt, this use is not permitted for/towards competitors to the Client.

5.4 The parties shall treat the project material in such a way that the originator’s rights are not violated.

6. Changes, deadline extension and adjustment of the amount payable

6.1 The Client can propose changes in the contract work. A change shall not be of a materially different nature to the originally agreed work.

6.2 The parties shall be entitled to an adjustment of the amount payable for the work that the change has made necessary. Such an adjustment shall be clarified in the Platform and if appropriate stated in a revised Project Proposal prepared by Graphiq or the SC.

6.3 Graphiq is entitled to a deadline extension if additional work is necessary as a result of changes.

6.4 If a party wishes to demand a deadline extension or adjustment of the amount payable, the party shall notify the other party within reasonable time.

7. Cancellation

The Client shall be entitled to cancel remaining parts of the work performed under the contract. Cancellation shall be in writing. Graphiq is entitled to payment for work performed.

8. Breach of contract

8.1 An error shall be deemed to exist if the assignment is not performed in accordance with the contract and this is due to a failure to satisfy the requirement of proper professional conduct and care.

8.2 The Client shall be entitled to require Graphiq to rectify errors if this can be done without causing Graphiq unreasonable expenses or inconvenience. Graphiq shall be entitled to undertake such rectification when the Client has no special grounds for opposing this. Rectification shall be undertaken within reasonable time after the error was invoked, and shall be performed in the Platform.

8.3 Either party shall be entitled to rescind the agreement if the other party materially breaches its contractual obligations, or if it is clear that such a breach will occur. Prior to rescission, a reasonable deadline shall be given for rectifying the matter. In the event of rescission, Graphiq is entitled to receive payment for performed work.

8.4 The Client shall lose the right to invoke an error if it fails to notify Graphiq within reasonable time after it has discovered or should have discovered the error. Errors may not be notified later than one year after the assignment was completed.

8.5 Either party shall be entitled to demand indemnification for foreseeable losses caused by the other party’s breach of contract. The liability in damages as a whole shall be limited to the contract sum as this was stated in the Project Proposal at the time of the agreement.

9. Payment and invoicing

9.1 Graphiq is entitled to the contract sum as this is stated in the Project Proposal, adjusted for any changes. Unless otherwise agreed, Graphiq’s fees are calculated according to market hourly rates. Payments shall be made in NOK and all costs arising from the payment due to currency exchange shall be borne by the Party making the payment.

9.2 The Client shall pay within 7 days (unless otherwise agreed) after receiving the invoice. Any direct payment to the SC will not have effect between the Client and Graphiq. For projects with a total price exceeding NOK 30,000.00 ex. vat., 50% of the agreed project fee will be invoiced upon acceptance of the proposal. The remaining 50% will be invoiced when the Product has been handed over to the Client. In the event that the work extends over several months, Graphiq may invoice performed work on a monthly basis.

9.3 The product has been handed over to the Client when it has been sent to him. Unless otherwise agreed, the Product shall be submitted in a file format that is common for that kind of products. The Product is normally handed over in the Platform.

10. Disputes

10.1 The parties should seek to resolve disputes between themselves amicably.

10.2 Disputes that are not resolved amicably shall be brought before the ordinary courts with Oslo District Court as the legal venue. This agreement is governed by Norwegian law.

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