CRO:NYX Standard Terms and Conditions

Last updated: January 21, 2025. 

Online electronic approval of a project estimate (“Website Proposal”) indicates the acceptance of the terms and conditions set forth in this agreement by an authorized representative of the client entity (“Client”).

1. Scope of Work

The scope of work CRONYX Digital SEZC will perform is set forth in its Proposal(s). Except as otherwise provided herein, CRONYX Digital SEZC will not proceed with any work outside that set forth in a Proposal without the written approval of Client. Such approvals may be made via slack or email. Unless otherwise agreed to in writing these Terms & Conditions will apply for all work performed for Client by CRONYX Digital SEZC.

2. Estimates

Unless specified as a fixed fee proposal, fees and expenses specified in a proposal are estimates only. Actual fees and all expenses (whether such expenses are part of a fixed fee proposal or not) shall be shown when invoices are rendered.

3. Completion Dates and Timelines

Completion dates set forth in proposals are estimated dates of completion only. While CRONYX Digital SEZC will use its best efforts to complete its work by the dates specified, CRONYX Digital SEZC shall not be considered in default of its performance obligations if delays are caused by Client's failure to provide information or approvals or because of changes in scope of work made by Client after a project has commenced. CRONYX Digital SEZC shall be considered to be in default of this agreement if any delays (save for typical Force Majeure-type situations for which CRONYX Digital SEZC shall be excused), are caused by CRONYX Digital SEZC and CRONYX Digital SEZC does not cure any default reasonably capable of cure within fourteen (14) days after receiving notice of default from client. If a change of scope is made by Client, then both parties shall agree in writing on a new completion date.

4. Design Approvals

Client's signature or emails/Slack messages shall be conclusive as to the approval of all artwork, drawings and other items prior to their release for publication, or installation. Client is responsible for the accuracy of all content (i.e.: spelling) so approved.

5. Changes

Client is responsible for any additional charges resulting from (a) changes in the original assignment as approved by Client or (b) revisions or refinements beyond those allowed for in a proposal (collectively "Changes"). The work required by all Changes will be billed on a time and materials basis at CRONYX Digital SEZC's then prevailing current rates. In the event any Change is significant, CRONYX Digital SEZC will notify Client in writing of how such change will impact the estimated fee and any project schedule set forth in the Proposal. A change will be treated as "significant" if it would result in estimated hourly charges that exceed pre-approval in writing by Client, Client shall pay all such fees and expenses arising from the provision of materials that do not meet such standards. Client Provided Content will be returned upon request after completion of the project and receipt of final payment.

6. Fees

CRONYX Digital SEZC's estimated fee is set forth in our Proposal. When no fee is specified, work will be charged on a time and materials basis at CRONYX Digital SEZC's current hourly rate of $175.00 USD per hour. For all services provided on an hourly basis, Client will be billed in minimum hourly increments of one-quarter (.25) of an hour. Invoices may include fees, costs, and/or expenses that were authorized orally or via email in order to progress with work promptly.

7. Billing

Standard fixed price contracts are paid in two equal payments, one due at signing as a non-refundable deposit and then the second payment after the work in complete. Work will not begin until the first payment is received. Time and Materials work will be billed weekly or as completed.

Retainer projects are billed a month in advance before work commences, unless another method agreed upon by both parties. 

8. Payment

All payments are by Credit Card, Stripe, HubSpot Payments, Wise, ACH or International Wire Transfer. Client is responsible for all costs of collection, including reasonable legal fees, necessitated by default in payment. CRONYX Digital SEZC reserves the right to cease all work on any project in the event Client's account is more than 15 days past due.

9. CRONYX Digital SEZC’s Intellectual Property

Client acknowledges that CRONYX Digital SEZC, independent of any work performed for Client, has developed, customized and provided, and will continue to develop, customize and provide its own software, technology, expertise and know-how to other parties for use in connection with a variety of applications. Unless specifically provided otherwise, CRONYX Digital SEZC retains all right, title and interest, including all copyright, patent rights and trade secret rights in such materials. Subject to payment in full of all amounts due to it, CRONYX Digital SEZC hereby grants Client a perpetual, non transferable, nonexclusive license to use such materials, as reasonably necessary, in conjunction with the work performed for Client. Nothing in a Proposal or in these terms shall limit or restrict CRONYX Digital SEZC from customizing and providing its software, technology, expertise and know-how to other parties for any purpose, or in any way affect the rights granted to such other parties.

10. Client Intellectual Property Rights

Upon receipt by CRONYX Digital SEZC of payment in full, including payment for all approved expenses due for the project, CRONYX Digital SEZC waives any rights to the designs or other materials in the final form approved by Client ("Final Product") for the purposes designated in the proposal or other documents defining the project. Any drafts, preliminary sketches, designs, unused concepts, and other materials developed in the course of the project but not incorporated in the Final Product shall remain Client's exclusive property. Unless specified otherwise, Client does not obtain right to files such as fonts, licenses or rights to open-source or 3rd-party software used by the Final Product, or any software (such as Adobe Photoshop, Adobe Illustrator, etc.) used to create the Final Product. Client's project data, including but not limited to Client's images, IP rights, Trademarks, etc, supplied by Client, cannot be utilized on any other project of CRONYX Digital SEZC's. CRONYX Digital SEZC shall not use Client's name or trademark, trade name, logo or service mark of Client (all of which belong solely to Client) without the prior consent of Client. All required consents referred to in the above sentence may be withheld or revoked in Client's sole discretion.

11. Warranty

CRONYX Digital SEZC warrants and represents that, its work product is original and has not been previously published to the best of its knowledge, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained by CRONYX Digital SEZC from third parties is believed to be original or, if previously published, that consent to use has been obtained on an unlimited basis.

CRONYX Digital SEZC expressly agrees that is will hold Client harmless for all liability caused by the Client's use of CRONYX Digital SEZC's work product to the extent such use infringes on the rights of others, unless solely caused by Client. Registration and other appropriate legal protection for Final Designs is Client's sole responsibility. CRONYX DIGITAL SEZC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER ANY DESIGN OR OTHER WORK PROVIDED BY CLIENT HEREUNDER (A) CAN BE REGISTERED OR (B) DOES NOT INFRINGE ANY EXISTING DESIGN, TRADEMARK, COPYRIGHT OR OTHER WORK.

12. Limitation of Liability

To the fullest extent permitted by law, the total liability, in the aggregate, of CRONYX Digital SEZC and its officers, directors, partners, sister companies, employees and sub-consultants, and any of them, to the Client and anyone claiming by or through the Client, for any and all claims, losses, costs or damages, including attorneys' fees and costs and expert witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to this Proposal or the Agreement from any cause or causes including stoppage of business, shall not exceed the total compensation received by CRONYX Digital SEZC under this Agreement. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

13. Promotional Use

CRONYX Digital SEZC retains the right to use samples/examples of Final Products in its own promotional materials. CRONYX Digital SEZC will attribute or credit any materials so used to Client in a manner customary in the industry.

14. Termination

CRONYX Digital SEZC reserves the right to cease all work on any project in the event Client's account is more than 14 days past due.

14.1 Period of Agreement and Notice of Termination

This Agreement shall become effective as of the signing date and shall continue until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.

14.2 TERMINATION FOR CAUSE

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

14.3 PAYMENT FOR NON-CANCELABLE MATERIALS

Any non-cancelable materials, services, etc. that we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the client, that any such materials and services, are non cancelable.

14.4 MATERIALS UNPAID FOR

If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

14.5 TRANSFER OF MATERIALS

Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the client to CRONYX Digital SEZC, CRONYX Digital SEZC shall transfer, assign and make available to the client all property and materials in its possession or control belonging to the client. The client  agrees to pay for all costs associated with the transfer of materials.

15. Notices

All notices and other communications given in connection with the parties working agreements shall be in writing and shall be deemed given (a) when delivered personally to the recipient's address; or (b) when sent by email or Slack, provided that such email notice is confirmed by telephone and that a duplicate copy of the notice is promptly given by mail or the recipient delivers a written confirmation of receipt. Any party may change its notice address by giving notice of the change in accordance with this paragraph.

16. Assignment

Neither party shall assign or transfer any of its rights or obligations under any Proposal nor these terms to a third party without the prior written consent of the other party. These terms and the terms of any applicable Proposal(s) shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns.

17. Acceptance of Terms

Client's approval of the accompanying Proposal and/or these General Terms & Conditions constitutes Client's acceptance of these General Terms & Conditions. By executing the accompanying Proposal and/or the General Terms & Conditions each person warrants that he or she has the full authority to bind the party for whom he or she is signing.

18. Confidentiality

CRONYX Digital SEZC acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by CRONYX Digital SEZC on behalf of the client or disclosed by the client to CRONYX Digital SEZC.