Terms & Conditions

These Terms & Conditions ("Terms") govern the provision of services by Yield & Grain, operated by Gianni Zarb ("Yield & Grain", "Studio", "we", "us", or "our"), to any client, customer, organisation, or individual ("Client", "you", or "your"), whilst also setting out the Client's rights and responsibilities.

By submitting an enquiry, accepting a proposal, signing a quotation, paying a deposit, or otherwise engaging our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

1. Services

Yield & Grain provides creative and digital services, including but not limited to: Brand identity and strategy; Web design and development; UI/UX design; Photography and creative direction; Graphic design; Marketing and content strategy; and Social media and digital assets.

The specific scope of work, deliverables, timeline, and fees applicable to each engagement shall be set out in a written proposal, quotation, statement of work, or project brief ("Project Agreement").

No project work shall commence until:

• The Project Agreement has been approved by the Client; and
• Any required deposit or upfront payment has been received.

Any services requested outside the agreed scope may be treated as additional work and charged separately.

2. Proposals & Quotations

Unless otherwise stated in writing, all proposals and quotations issued by Yield & Grain remain valid for fourteen (14) calendar days from the date of issue.

Acceptance of a proposal or quotation - whether by signature, written confirmation, payment of deposit, or commencement of collaboration - constitutes acceptance of:

• The agreed scope of work;
• The applicable pricing;
• The proposed timeline; and
• These Terms & Conditions.

Any amendment, expansion, or variation to the approved scope may result in revised fees and delivery timelines. No additional work shall commence until such changes are agreed in writing.

3. Fees & Payment Terms

3.1 Standard Payment Structure

Unless otherwise agreed in writing, projects are invoiced as follows:

• 30% non-refundable deposit payable prior to commencement of work; and
• 70% final balance payable prior to release of final deliverables.

For retainer or ongoing service agreements, invoices are generally issued monthly in advance.

3.2 Currency & Payment Method

All invoices are issued in Euro (EUR) and are payable via bank transfer unless otherwise agreed.

3.3 Late Payments

Invoices are payable within fourteen (14) days from the invoice date unless otherwise specified.

Late payments may incur:

• Interest at a rate of 8% per annum for every day of delay; and/or
• Suspension of ongoing work and/or delivery until outstanding balances are settled.

4. Revisions & Scope Changes

Unless otherwise stated in the Project Agreement, all projects include two (2) rounds of revisions within the agreed scope.

A "revision" refers to minor modifications or refinements to an approved concept or direction.

The following may be treated as additional scope and billed separately:

• Requests that materially alter the approved direction;
• Significant redesigns after approval;
• Additional concepts beyond those originally agreed;
• New functionality or deliverables not included in the original brief; or
• Excessive amendment requests.

Additional revisions or scope changes shall be billed at an agreed hourly, daily, or project rate.

5. Project Timelines & Delays

Yield & Grain shall adhere to the project timeline agreed upon. However this is dependent on timely communication, approvals, and delivery of required materials by the Client.

The Client acknowledges that delays in providing: Feedback; Approvals; Content; Assets; or Access credentials which, in terms of the agreement are to be provided by him may result in project delays.

Yield & Grain shall not be responsible for missed deadlines or delivery delays caused by Client inaction, delayed responses, or circumstances beyond our reasonable control.

Where a project remains inactive due to Client delay for more than thirty (30) consecutive days, Yield & Grain reserves the right to:

• Reschedule the project;
• Revise the delivery timeline; and/or
• Apply a reasonable restart or administration fee.

6. Client Portal & File Delivery

Upon completion of a project and receipt of final payment, deliverables shall be made available to the Client through the Yield & Grain client portal or another agreed delivery method.

The Client shall be informed of the applicable download or access period ("Download Window") at the time of delivery.

The Client is solely responsible for:

• Downloading all files within the Download Window; and
• Maintaining secure backup copies of all deliverables.

Yield & Grain reserves the right to remove files from the portal after expiry of the Download Window.

Following removal of files:

• Yield & Grain is under no obligation to maintain archival copies;
• Reinstatement or re-delivery may not be possible; and
• Any re-delivery, restoration, or archive retrieval may incur an additional fee.

We strongly recommend that Clients download and back up all files immediately upon delivery.

7. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, instructions, and materials;
• Ensure that all supplied content and assets are legally owned or licensed for use;
• Review and approve deliverables within a reasonable timeframe;
• Appoint a primary point of contact where applicable;
• Obtain any necessary permissions, licences, or third-party approvals; and
• Download all deliverables within the communicated Download Window.

The Client shall indemnify and hold harmless Yield & Grain against any claims arising from materials, content, or instructions supplied by the Client that infringe third-party rights.

8. Minors & Capacity to Contract

Yield & Grain may work with young entrepreneurs, student-led businesses, or individuals under the age of eighteen (18). In such cases, the following conditions apply:

• Any person under eighteen (18) years of age must have a parent, legal guardian, or authorised adult representative approve and co-sign any agreement or engagement;
• Individuals under sixteen (16) years of age may not engage Yield & Grain without full parental or guardian consent and co-signature; and
• The authorising adult assumes joint responsibility for all obligations arising under these Terms, including payment obligations.

By engaging Yield & Grain on behalf of a minor, the authorising adult confirms that they possess the legal authority to do so.

Yield & Grain reserves the right to request proof of age, identity, or authorisation before commencing any project.

9. Intellectual Property

9.1 Ownership of Final Deliverables

Subject to full payment of all outstanding fees, ownership of final approved deliverables created specifically for the Client shall transfer to the Client unless otherwise agreed in writing.

9.2 Third-Party Assets

Any third-party assets incorporated into a project - including but not limited to stock photography, fonts, plugins, templates, music, or software - remain subject to their respective licence terms.

The Client is responsible for complying with any applicable third-party licensing requirements where ownership or ongoing subscription obligations transfer to the Client.

9.3 Working Files & Source Materials

Unless expressly included in the Project Agreement, Yield & Grain retains ownership of:

• Working files;
• Editable source files;
• Development environments;
• Draft concepts;
• Raw photography or footage; and
• Internal production materials.

Transfer of editable or source files may incur additional fees.

9.4 Portfolio Rights

Yield & Grain reserves the right to display completed work in portfolios, case studies, awards submissions, social media, and promotional materials unless otherwise agreed in writing.

10. Confidentiality

Yield & Grain shall treat all non-public Client information as confidential and shall not disclose such information to third parties except:

• Where disclosure is required by law;
• Where disclosure is reasonably necessary for project delivery; or
• Where the Client has provided prior consent.

This clause does not apply to information that:

• Is publicly available;
• Was lawfully obtained from another source; or
• Is independently developed without reference to confidential information.

11. Limitation of Liability

To the fullest extent permitted by law:

• Yield & Grain's total aggregate liability arising from any project or engagement shall not exceed the total fees paid by the Client for the relevant project;
• Yield & Grain shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, goodwill, or business opportunities;
• Yield & Grain shall not be liable for delays, interruptions, or failures caused by third-party providers, hosting platforms, software services, or events beyond our reasonable control; and
• Yield & Grain shall not be liable for loss of access to files resulting from the Client's failure to download deliverables within the communicated Download Window.

The Client acknowledges that creative and marketing services do not guarantee specific commercial outcomes, including sales performance, conversion rates, engagement metrics, or search engine rankings.

12. Suspension & Termination

Either party may terminate an engagement by providing fourteen (14) days' written notice.

In the event of termination:

• Yield & Grain shall be entitled to payment for all work completed up to the termination date;
• Any deposit paid shall remain non-refundable;
• Any outstanding invoices shall become immediately due and payable; and
• Final deliverables shall not be released until all outstanding amounts have been settled.

Yield & Grain reserves the right to suspend or terminate services immediately where the Client:

• Breaches these Terms;
• Fails to make payment;
• Engages in abusive or unlawful conduct; or
• Requests work that is unlawful, defamatory, discriminatory, or otherwise inappropriate.

13. Force Majeure

Yield & Grain shall not be liable for any failure or delay in performing obligations where such failure or delay results from events beyond reasonable control, including but not limited to:

• Natural disasters;
• Power outages;
• Internet or hosting failures;
• Government actions;
• Labour disputes;
• Illness; or
• Acts of war or terrorism.

In such circumstances, any affected deadlines shall be reasonably extended.

14. Governing Law & Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of Malta.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Maltese courts.

15. Amendments

Yield & Grain reserves the right to amend or update these Terms at any time.

The most recent version shall be indicated by the "Last updated" date appearing at the top of this document.

Continued engagement with our services following any amendment constitutes acceptance of the revised Terms.

16. Contact Information

For any questions regarding these Terms & Conditions, please contact:

Gianni Zarb
Yield & Grain
Email: hello@yield-and-grain.com

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