🇬🇧 English version, last updated: Feb 16th 2022
Project contract for subcontractors
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 subcontractor («the SC»), the Client can develop the desired product.
II. Even though the work will mainly be carried out by the SC, Graphiq retains all contractual obligations and rights towards the Client. As Graphiq convey a possible assignment to the SC, the SC is responsible for all contact with the Client, hereunder to define the product, negotiate the terms and to deliver in accordance with the contract. Any agreements entered into with the Client within a particular assignment are binding between Graphiq and the Client, and between Graphiq and the SC. However, the SC can not invoke any agreement that violates the SC’s obligations towards Graphiq.
III. Any accepted assignments from Graphiq will be given the highest priority, and the SC shall treat all actual and potential Clients professionally and with a high level of service. The SC is further obliged to act in accordance with loyalty and good faith in relation to Graphiq. Any inquiries from Graphiq and/or potential Clients must be answered without undue delay. Offers and estimates shall be based on market terms.
IV. The SC shall have a duty of confidentiality in respect of information that emerges about Graphiq’s and the Clients business or personal circumstances. The duty of confidentiality also applies to information related to technical solutions, price- and time estimates and other matters of competitive importance. Further, the duty of confidentiality applies to similar circumstances that the SC become aware of regarding potential clients.
V. The Platform provides the SC with access to Graphiq’s network and client base. The SC shall refrain from accepting any assignments from the Client, other users of the Platform or associated parties, unless through Graphiq. The prohibition is valid until the latest date of 12 months from (i) the issuing of this policy or (ii) delivery of the product related to the last assignment. Upon direct inquiries from current or prior Clients, Graphiq shall be immediately noticed by the SC. If the SC undertakes assignments in violation with this policy, Graphiq is entitled to 50 percent of the gross revenue of each assignment, at least NOK 50 000.
VI. Graphiq is not obliged to convey assignments to the SC. The selection of the SC for each assignment depends solely on Graphiq’s discretion. The cooperation between the SC and Graphiq does not involve employment, and does not give SC rights of any kind in addition to the requirements set out in the individual assignment agreement. Graphiq's liability in relation to the SC is limited to a total amount of NOK 10,000.
VII. In case of marketing, Graphiq shall be listed as the intermediary of the assignment.
VIII. This agreement governs the contractual relationship between the SC as the provider and Graphiq as the customer of the service. A fundamental feature of the agreement is the mutual duty of loyalty, and the recognition the SC to a large degree will represent Graphiq towards the Client. In case of any discrepancy, Graphiq shall be notified without undue delay.
IX. The SC is expected to perform its work in close collaboration with the Client. Strict requirements therefore apply to SCs conduct towards the Client along side an extensive responsibility for both the product and work process.
X. Within the framework of this agreement, the SC enjoys full creative freedom. Any instructions from Graphiq related to the performance shall be assessed according to the rules of changes. Any agreements entered into with the Client within a particular assignment are binding between Graphiq and the Client, and between Graphiq and the SC. However, the SC can not invoke any agreement that violates the SC’s obligations towards Graphiq.
1. Performance of the work
1.1 The SC shall provide the product outlined in the Project Proposal with any subsequent changes («the Product»).
1.2 The SC shall deliver the Product at the agreed time. The SC shall notify Graphiq and the Client if agreed final deadline is not met.
1.3 The work shall be carried out efficiently and properly. The SC shall safeguard both the Client’s and Graphiq’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, and
1.3.2 Strive for a progress in accordance with any agreed milestones.
1.4 The SC covers all direct and indirect costs related to the assignment, and provides software and other resources necessary to complete the assignment.
1.5 As part of the production, the SC shall inspect any output, decisions and basis materials from the Client. Such examinations should be made in good time, and any errors, omissions or ambiguities must be discussed with the Client so that delays are avoided.
2. 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 information. However, the parties are free to provide information to each other when this is necessary for the execution of the assignment.
3. The client's right to use the product
3.1 Until the Product is payed for and handed over in accordance with the contract, Graphiq receives all copyrights to the design/the graphic expression of the work that the SC performs on Graphiq’s behalf.
3.2 After the Client has payed Graphiq for the delivered Product, the Client is granted all copyrights to the graphic expression/design of the Product. The copyright entitles the Client to change the product and to transfer the copyright.
3.3 The SC retains the copyright to its own tools and software unless otherwise agreed.
4. Changes, deadline extension and adjustment of the amount payable
4.1 Graphiq shall be entitled to instruct the SC to make changes in the contract work. A change shall not be of a materially different nature to the originally agreed work. The SC shall be obligated to perform changes notwithstanding any disagreement concerning deadline extension and/or adjustment of the amount payable.
4.2 The parties shall be entitled to an adjustment of the amount payable for the work that relates to changes. Such an adjustment shall be clarified in the Platform, and if appropriate be stated in a revised Project Proposal prepared by the SC.
4.3 The SC is entitled to a deadline extension if additional work is necessary as a result of changes.
4.4 The SC is responsible for clarifying matters of change, deadline extension and/or adjustment of the amount payable with the Client. If the SC will demand deadline extension and/or adjustment of the amount payable, the SC is obliged to notify, specify and justify the claim for Graphiq and the Client without undue delay. If the SC violates the obligation to notify, the claim is lost.
4.5 In the event of disagreement between the SC and the Client regarding changes, deadline extensions and/or adjustment of the amount payable, Graphiq determines the question with immediate effect for the SC.
The Client and Graphiq shall be entitled to cancel remaining parts of the work performed under the contract. Cancellation shall be in writing. The SC is entitled to receive payment for work performed. If the Client cancels, the SC is obliged to notify Graphiq without undue delay.
6. Breach of contract
6.1 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.
6.2 The Client and Graphiq shall be entitled to require the SC to rectify errors if this can be done without causing the SC unreasonable expenses or inconvenience. The SC shall be entitled to undertake such rectification when the Client and/or Graphiq have 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.
6.3 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, the SC is entitled to receive payment for performed work.
6.4 Graphiq shall lose its right to invoke an error if they fail to notify the SC within reasonable time after they have discovered or is made aware of the error. Errors may not be notified later than two years after the assignment was completed.
6.5 Either party shall be entitled to demand indemnification for foreseeable losses resulting from 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.
7. Payment and invoicing
7.1 SC's fee is stated under "Your payout" in the Project Proposal. It shall reflect a fair distribution between SC and Graphiq of the total fee the Client pays for the assignment. This distribution is normally 70% for SC, 30% for Graphiq, but other distributions may occur where appropriate for all parties. The goal is for all parties to be remunerated fairly and proportionately to the work performed in order for Project Proposal to be accepted by the Client and the work to be performed in the project itself for the Product to be delivered to the Client. Unless otherwise agreed, SC's fees shall be calculated according to market hourly rates.
7.2 Graphiq shall pay the SC within 30 days after the Product has been handed over to the Client. Unless otherwise agreed, invoice can be issued when the Product has been handed over to the Client. In the event that the work extends over several months, the SC may invoice performed work on a monthly basis.
7.3 In the event of the Client’s direct payment to the SC, the SC is obliged to transmit the payment to Graphiq without undue delay. Any inquiries regarding payment must be sent to Graphiq.
7.4 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.
8.1 The parties should seek to resolve disputes between themselves amicably.
8.2 This contract is governed by Norwegian law. Disputes that are not resolved amicably shall be brought before the ordinary courts, with Oslo District Court as legal venue.