Terms & Conditions

2) Definitions Agreement: These Terms and Conditions, any Order Form(s), Service Schedule(s), and any executed Addenda. Order Form: The document detailing the Services, deliverables, timeline, and pricing for a specific project. Deliverables: The final website, designs, code, graphics, content, documentation, workflows, and any other outputs provided by GROBIZO. Platform: Third-party platforms such as Wix, Shopify, WordPress.com, Squarespace, or any other platform used to deploy or host Deliverables. Personal Data: Personal data as defined by applicable data protection laws (e.g., GDPR, CCPA as applicable).

 

3) Scope of Services: Design, development, deployment, and related services as described in the applicable Order Form. Services may include UX/UI design, branding assets, content migration, CMS setup, basic SEO, and training handover materials. Ongoing maintenance or support may be included or set forth in a separate Service Level Agreement. Any work beyond the Scope requires a new Order Form and may incur additional fees.

 

4) Acceptance, Changes, and Scope Creep Acceptance: Deliverables are deemed accepted upon Client’s written confirmation or after a defined acceptance period set forth in the Order Form (e.g., 10 business days) unless a defect list is provided. Change Requests: Changes must be in writing and may incur additional fees, timeline changes, and resource reallocation. Scope Creep: Any outside-scope requests may be subject to revised pricing and schedule.

 

5) Fees, Payment Terms, and Taxes

Pricing: Fees per the Order Form, in the currency stated. Payment Terms: Typically 50% upfront and 50% upon completion or per milestones, unless stated otherwise in the Order Form.

Taxes: Client is responsible for all applicable taxes unless a valid exemption is provided. Late Payments: Interest on overdue amounts may accrue at a rate allowed by law, plus reasonable collection costs. Disputes: Billing disputes must be raised within 15 days of invoice receipt.

 

6) Intellectual Property Rights and Ownership: Client Materials, Client retains ownership of materials provided to us, subject to rights granted for delivering the Services. Deliverables: Upon full payment, Client receives a non-exclusive, non-transferable license to use Deliverables for the stated purpose on the specified Platform(s). Ownership of underlying Moon Web Design Studio IP and any pre-existing assets remains with us unless expressly transferred. Source Code: Source code ownership remains with GROBIZO unless otherwise stated. Client may receive a copy or access as agreed; use beyond licensed terms requires additional licensing. Third-Party Materials: Licenses for stock images, fonts, plugins, etc., are granted to Client under their terms.

 

7) Platform Terms and Compliance

Client must comply with Wix/Shopify/other Platform Terms of Service and policies. We are not responsible for Platform outages or policy changes beyond reasonable control. Platform Fees: Platform-specific fees (hosting, app charges) are Client’s responsibility unless otherwise stated. Platform Limitations: Client is responsible for addressing platform-specific limitations affecting Deliverables.

 

8) Content, Data, and Privacy

Client Content: Client ensures all provided content complies with applicable law and rights. Data Processing: If we process Personal Data on Client’s behalf, the parties will enter a Data Processing Addendum (DPA) in compliance with relevant data protection laws (e.g., GDPR, CCPA). In the absence of a DPA, we process Personal Data only as necessary to provide the Services. Confidentiality: Both parties keep Confidential Information confidential and may disclose only as needed to perform the Services or as required by law. The confidentiality duty survives termination for a period of [3-5] years or as required by law.

 

9) Security and Data Protection

Security: We implement industry-standard security measures appropriate to the Deliverables and data. Backups: Client is responsible for backups unless backups are included in the Service. Breach Notification: In the event of a data breach affecting Client data, we will comply with applicable laws and cooperate with Client on remediation.

 

10) Warranties and Disclaimers

Warranties: Deliverables will substantially conform to the Order Form specifications for a defined period after delivery (e.g., 30-90 days). No Other Warranties: Deliverables are provided "as is" to the maximum extent permitted by law. We do not warrant uptime or uninterrupted operation of third-party platforms. Third-Party Tools: Platform uptime and performance are outside our control.

 

11) Limitation of Liability

To the maximum extent permitted by law, neither party nor its affiliates shall be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, data, or business opportunities. The total aggregate liability for all claims shall not exceed the fees paid for the Services under the applicable Order Form in the 12 months preceding the claim, except for willful misconduct, gross negligence, or as otherwise required by law. Exceptions: This cap does not limit liability for breach of privacy/data protection obligations or for death or personal injury caused by negligence where prohibited by law.

 

12) Indemnification

Client Indemnity: Client shall indemnify GROBIZO against claims arising from Client-provided Content, Client’s use of Deliverables, or violation of law or these Terms. GROBIZO Indemnity: We will defend against IP infringement claims to the extent caused by our Deliverables, with standard control of defense and cooperation by Client.

 

13) Subcontracting and Assignment

We may engage subcontractors. We remain responsible for performance.

Assignment: Neither party may assign without consent, except GROBIZO may assign in a corporate reorganization or merger.

 

14) Term and Termination

Term: Begins on Effective Date and continues until Deliverables are accepted and obligations fulfilled, unless terminated earlier. Termination for Cause: Either party may terminate for material breach that remains uncured after 15 days’ notice. Termination for Convenience: If allowed in the Order Form, terminates with the stated notice period. Upon termination, Client pays for work completed and non-cancellable commitments; we provide completed Deliverables and reasonable transition assistance. Effects: Upon termination, Client stops using non-licensed Deliverables and pays outstanding amounts. Survival provisions apply.

 

15) Refunds and Cancellations

Refunds: Governed by the Order Form; otherwise, refunds are at our discretion.

Cancellations: In writing. Non-refundable deposits may apply as described in the Order Form.

 

16) Publicity and Use of Client Work

Portfolio/Case Studies: We may reference the project in our portfolio unless Client objects in writing.

Testimonials: We may use Client-provided testimonials with consent.

 

17) Accessibility and Compliance

We strive for accessibility where feasible; Client is responsible for accessibility compliance on their Site post-handover per law.

 

18) Cookies and Tracking

We use cookies on our site and may include analytics in Deliverables as described in our Privacy Policy. Client should comply with cookies on their own site.

 

19) Third-Party Services and Links

Deliverables may integrate third-party services. We do not guarantee performance or continued availability of such services.

 

20) Governing Law, Dispute Resolution, and Jurisdiction (Illinois)

Governing Law: This Agreement is governed by the laws of the State of Illinois, excluding its conflict-of-laws rules. Dispute Resolution: Any disputes shall be resolved by binding arbitration in Illinois under the rules of the American Arbitration Association (AAA), with a waiver of class actions to the maximum extent permitted by law. Or, at Client’s option, the state or federal courts located in Cook County, Illinois, may adjudicate the dispute. If the claim amount qualifies for small claims, you may bring the claim in small claims court if eligible. Venue: If court proceedings are pursued, the courts of Cook County, Illinois shall have exclusive jurisdiction. Equitable Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its rights.

 

21) Force Majeure

No liability for delays caused by events beyond reasonable control with prompt notice and mitigation efforts.

 

22) Compliance with Laws

Each party will comply with applicable laws and regulations, including data protection and consumer protection laws.

 

23) IP Infringement Procedures

If Deliverables are alleged to infringe third-party IP rights, we will defend, modify, or obtain a license as feasible. If none are feasible, parties may terminate the affected portion and prorate refunds.

 

24) Notices

Notices must be in writing and delivered by email (with receipt) or certified mail to the addresses in the Order Form or updated in writing.

 

25) Entire Agreement; Modifications

This Agreement, Order Forms, and Addenda constitute the entire agreement. Modifications must be in writing and signed by both parties.

 

26) Severability

If any provision is unenforceable, the rest remains in effect. The unenforceable provision will be replaced with a valid one that best reflects the original intent.

 

27) Export Controls

Deliverables and related software may be subject to US export controls. Client agrees to comply with all applicable export laws.

 

28) Data Return and Destruction

Upon completion or termination, we will return or securely delete Client data as required by law and the DPA, subject to legal retention requirements.

 

29) Feedback

Any feedback may be used without attribution or compensation.

 

30) Scheduling, Delivery, and Acceptance

Timelines are estimates unless stated as hard deadlines. Client-caused delays may extend timelines.

Acceptance: See Section 4.

 

31) Security Breach Notification

If a security breach affecting Client data occurs, we will notify Client as required by law and cooperate to remediate.

 

32) Contact Information

Email: support@grobizo.com

Phone: 1800-803-1910

Corporate Address: 330 N Wabash Ave, Chicag, IL 60611

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