Terms of Service
These Terms of Service (“Terms”) govern all design engineering, bespoke headless commerce builds, video production, and conversion rate optimization (CRO) sprint engagements provided by Grandline Studio to client entities.
01.Engagement Structure & Statements of Work
Grandline Studio (“Studio”, “we”, “our”, or “us”) provides bespoke web engineering, full-stack software development, headless Shopify Plus architecture, creative video editing, and full-funnel conversion systems.
Each client relationship is executed through a specific digital or written Statement of Work (“SOW”), Proposal, or Approved Sprint Scope initiated via our Client Portal or interactive Project Scoper. These Terms are incorporated by reference into every SOW executed between Grandline Studio and the Client (“Client”, “you”, “your”). In the event of any direct conflict between these Terms and an individual SOW, the specific terms of the executed SOW shall prevail.
02.Sprint Methodology, Milestones & Acceptance Protocol
We reject bloated discovery theater in favor of an agile 14-day sprint framework. All project timelines and deliverables are organized into explicit milestone intervals:
- Private Edge Previews: Working deliverables are deployed to isolated edge preview environments (e.g. private Vercel deployment URLs) for client inspection.
- Review Window: Upon notification of milestone completion via the Grandline Client Portal or direct founder communication, the Client has five (5) business days to review deliverables against the specifications in the active SOW.
- Deemed Acceptance: If no written objections or detailed defect logs are submitted within five (5) business days, the milestone deliverable shall be deemed accepted and approved for production staging or subsequent sprint release.
- Revision Scope: Each sprint includes one (1) concentrated revision round addressing feedback directly aligned with the original sprint requirements. Net-new functionality or conceptual deviations requested outside the SOW will be scoped as a separate sprint or change order.
03.Intellectual Property Transfer & Ownership
We firmly believe you should own what you pay for. Our intellectual property provisions are strictly structured as follows:
Client Deliverables Assignment
Subject to receipt of full and final payment of all milestone invoices for the applicable SOW, Grandline Studio hereby unconditionally transfers and assigns to Client all right, title, and interest (including worldwide copyright, trademark, and trade secret rights) in and to all bespoke custom code, design tokens, Figma project files, graphical layouts, motion assets, and written copy developed specifically for Client.
Studio Tools & Background IP: Grandline Studio retains exclusive ownership over generic frameworks, internal build configurations, standard utility scripts, pre-existing libraries, and design engineering methodologies developed prior to or independently of the engagement (“Studio Background IP”). To the extent any Studio Background IP is embedded in the deliverables, Grandline Studio grants Client a perpetual, irrevocable, worldwide, royalty-free license to run, modify, and display such tools solely in connection with the project.
04.Client Responsibilities & Material Warranties
Rapid execution requires synchronized client collaboration. Client agrees to:
- Designate an authorized decision-maker with approval authority to prevent sprint bottlenecks.
- Provide brand assets, API credentials (e.g. Shopify Storefront tokens, Meta Business Manager access), product catalogs, and high-resolution photography in a timely manner.
- Warrant that all materials, media, fonts, and trademarks supplied to Grandline Studio are either owned by Client or properly licensed, and do not infringe on any third-party intellectual property or privacy rights.
05.Fees, Invoicing, Currency & Payment Terms
Engagements are billed on a fixed-milestone sprint basis or via pre-scheduled quarterly retainers.
- Currency: Unless otherwise specified in the SOW, invoices are denominated and payable in United States Dollars (USD) or Indian Rupees (INR) based on your corporate entity location.
- Payment Schedule: Standard sprints require a 50% mobilization deposit prior to sprint commencement, with the remaining 50% due upon milestone acceptance and prior to final DNS switch or production source code transfer.
- Net Terms: Invoices issued through the Client Portal are payable within seven (7) calendar days of receipt.
- Late Invoices & Suspension: Invoices overdue by more than fourteen (14) calendar days may result in immediate suspension of active sprint development, staging server access, and deployment schedules until outstanding balances are resolved.
06.Confidentiality, Non-Disclosure & Multi-Tenant Isolation
Both parties agree to treat as confidential all proprietary technical architectures, financial records, unreleased campaign creative, customer analytics, and business strategies disclosed during the engagement (“Confidential Information”).
Neither party shall disclose Confidential Information to third parties without prior written consent, except to authorized employees, contractors, and legal advisors bound by confidentiality obligations at least as restrictive as these Terms.
Portfolio Rights: Unless Client explicitly requests a strict Non-Disclosure / Stealth Agreement in the SOW, Grandline Studio reserves the right to showcase completed visual designs, public URLs, high-level performance case studies (e.g. Core Web Vitals score lifts), and general project attribution in our portfolio and marketing materials after public release.
07.Warranties & Technical Standards
We take exceptional pride in engineering excellence. Grandline Studio warrants that:
- All code is delivered using modern production-grade standards (strict TypeScript, responsive CSS, semantic HTML, and clean component isolation).
- Storefronts are engineered to target sub-second median Time to First Byte (TTFB) and Google Lighthouse scores of 90+ on compatible edge runtime hosts (e.g. Vercel, Cloudflare).
- For a period of thirty (30) days following production launch (“Warranty Period”), Grandline Studio will rectify any verified software bugs or visual defects that deviate from the agreed specifications at zero additional charge.
*Warranty coverage does not apply to defects resulting from third-party API outages (e.g. Shopify, Stripe, Klaviyo), unauthorized modifications by Client staff, or downstream browser updates after launch.
08.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRANDLINE STUDIO, ITS FOUNDERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THIRD-PARTY STORE DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GRANDLINE STUDIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SOW OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO GRANDLINE STUDIO UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
09.Termination & Kill Fees
Either party may terminate an engagement for cause if the other party breaches any material term and fails to cure such breach within fourteen (14) calendar days of written notice.
If Client terminates an active sprint for convenience prior to completion, Client shall pay Grandline Studio for all work executed and hours dedicated up to the effective termination date, plus a twenty percent (20%) administrative close-out kill fee. Mobilization deposits for active sprints are non-refundable once engineering sprints have commenced.
10.Governing Law & Dispute Resolution
These Terms and all related engagements shall be governed by and construed in accordance with the laws of the State of Delaware, United States (or, for domestic Indian contracts, the laws of Maharashtra/Rajasthan, India, as defined in the applicable SOW), without regard to conflict of law principles.
Both parties agree to make a good-faith attempt to resolve any dispute through direct executive negotiation between company principals before pursuing formal legal proceedings or binding commercial arbitration.
11.Amendments & Revisions
Grandline Studio reserves the right to update these Terms periodically to reflect changes in technical standards, statutory regulations, or studio operational practices. The revised version will be published here with an updated Effective Date. Continued engagement with our studio or Client Portal after publication constitutes acceptance of the modified Terms.
12.Direct Inquiries & Notice
For legal inquiries, notices, or custom Master Services Agreement requests, contact our executive legal dispatch: