Service Agreement
This Service Agreement ("Agreement") sets out the standard terms and conditions under which Graviti Platforms (Pvt) Ltd., trading as Graviti Studio ("Agency"), provides services to clients ("Client"). These terms apply to all project engagements unless superseded by a separately signed statement of work or master services agreement.
1. Scope of Services
The specific services, deliverables, timelines, and fees for each engagement will be outlined in a written Proposal or Statement of Work ("SOW") provided by the Agency prior to commencement. The SOW, together with this Agreement, forms the entire agreement between the parties for that engagement.
Any changes to the agreed scope, including additional features, pages, content, platforms, or rounds of revision beyond those specified, will be subject to a Change Order and may incur additional fees and timeline adjustments.
2. Payment Terms
Deposit
All project engagements require a non-refundable deposit of 50% of the total project fee prior to commencement of work. No work will begin until the deposit is received and cleared.
Milestone payments
The remaining balance is invoiced according to milestones specified in the SOW, or upon project completion, whichever is outlined in the Proposal.
Retainer arrangements
For ongoing retainer engagements, invoices are issued on the 1st of each month and are due within 14 days. Retainer services will be paused if payment is not received within 14 days of the due date.
Late payments
Invoices not paid within the agreed payment period will accrue interest at 8% per annum above the prevailing commercial lending rate published by the Central Bank of Sri Lanka, in accordance with applicable Sri Lankan commercial law. The Agency reserves the right to suspend work until overdue invoices are settled.
3. Revisions and Approvals
Each project phase includes a specified number of revision rounds as detailed in the SOW. Revisions are defined as modifications within the original scope and brief, not changes to direction, concept, or strategy.
Client approval is required at each milestone before the Agency proceeds to the next phase. If the Client does not provide feedback within 10 business days of delivery, the work will be deemed approved and the project will proceed.
4. Client Responsibilities
The Client agrees to:
- Provide all required materials, content, assets, and access credentials in a timely manner as agreed
- Designate a primary point of contact with authority to provide approvals and decisions
- Provide consolidated, clear feedback, not contradictory input from multiple stakeholders after approval has been given
- Ensure that any materials provided to the Agency do not infringe third-party intellectual property rights
Project delays caused by the Client, including delayed content, approvals, or access, may result in revised timelines and additional fees.
5. Intellectual Property
Final deliverables
Upon receipt of full payment, the Agency assigns to the Client full ownership of the final agreed deliverables produced specifically for the Client under this engagement, including custom design files, code, and written content.
Agency's rights and tools
The Agency retains ownership of all underlying methodologies, frameworks, processes, templates, and pre-existing tools used to create the deliverables. Third-party fonts, stock assets, plugins, and software remain subject to their respective licence agreements.
Portfolio rights
The Agency reserves the right to display completed work in its portfolio, case studies, and marketing materials, unless the Client requests confidentiality in writing prior to project commencement.
6. Confidentiality
Both parties agree to keep confidential any proprietary information, business data, or trade secrets disclosed during the engagement and to not disclose such information to any third party without prior written consent. This obligation survives termination of the Agreement for a period of 3 years.
7. Cancellation and Termination
Cancellation by the Client
If the Client cancels a project after commencement, the following cancellation fees apply:
- Before work begins: Deposit is forfeited in full.
- After work begins: All work completed to date is invoiced at the Agency's standard day rate, with a minimum charge equal to the deposit paid.
- After 50% project completion: 75% of the total project fee is due.
- After 75% project completion: 100% of the total project fee is due.
Cancellation by the Agency
The Agency reserves the right to terminate this Agreement with 14 days' written notice if the Client breaches these terms or if the working relationship becomes untenable. In such cases, the Client will be invoiced for all work completed to date and will receive all files and assets created up to that point.
8. Limitation of Liability
The Agency's total liability to the Client for any claim arising under or in connection with this Agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.
The Agency shall not be liable for any indirect, consequential, or loss-of-profit damages, including but not limited to: loss of business, revenue, data, or goodwill. The Agency does not guarantee specific results (rankings, traffic, conversions, revenue) from any services provided.
9. Warranties
The Agency warrants that:
- Services will be performed with reasonable skill and care by qualified professionals
- Deliverables will not, to the best of the Agency's knowledge, infringe any third-party intellectual property rights
The Client warrants that all materials and information provided to the Agency are accurate, lawful, and do not infringe any third-party rights.
10. Governing Law
This Agreement is governed by the laws of Sri Lanka. Any disputes shall be resolved through good-faith negotiation in the first instance, and if unresolved, shall be subject to the exclusive jurisdiction of the courts of Sri Lanka.
11. Entire Agreement
This Agreement, together with any signed Proposal or Statement of Work, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements. Any amendments must be agreed in writing by both parties.
12. Contact
For questions about this Agreement or to discuss your project, contact us at hello@graviti.studio or visit our contact page.