PROCOVERSTOCK GRAPHIC DESIGN SERVICE AGREEMENT
Effective December 15, 2025
This Graphic Design Service Agreement (the “Agreement”) is a legal agreement between you, or the employer or other entity on whose behalf you are entering into this Agreement (“Client”, “you”), and Procoverstock.com (“Procoverstock”, “Agency”, “we”, “us”).
The Client and the Agency are collectively referred to as the “Parties”.
This Agreement governs the provision of custom graphic design services as described herein (the “Services”).
1. OVERVIEW
1.1. Procoverstock operates an online platform and provides graphic design services either directly or through independent professional designers engaged by Procoverstock (“Designers”).
1.2. Nothing in this Agreement shall be construed as creating a partnership, employment, joint venture or agency relationship between the Client and any Designer. Procoverstock remains solely responsible to the Client for the provision of the Services.
1.3. “Graphic Design” means visual compositions, artworks, illustrations, raster and vector graphics, drawings and similar content that are either:
a) available for licensing through the Procoverstock website; or
b) created specifically for the Client pursuant to a custom order under this Agreement.
2. SERVICES
2.1 Customization Work
2.1.1. Procoverstock may provide customization services for products previously purchased by the Client from the Procoverstock website (“Customization Work”).
2.1.2. Customization Work may include resizing, layout adjustments or minor visual modifications based on the Client’s order request submitted through the Custom Design section of the website.
2.1.3. The Client’s order request shall specify:
• product ID or title;
• type of customization requested;
• detailed instructions;
• optional reference materials.
2.2 Cover Design on Demand
2.2.1. Procoverstock may provide bespoke graphic design services for the creation of new cover designs (“Cover Design on Demand”) based on the Client’s order request.
2.2.2. The order request shall include design specifications such as theme, style, layout, colours, typography and other relevant requirements, with optional reference materials.
3. SERVICE PROVISION AND PAYMENT
3.1. Upon receipt of an order request, Procoverstock shall confirm the scope, timeline and cost of the Services and issue an invoice.
3.2. All invoices are issued in USD. VAT or similar taxes are not included unless required by applicable law.
3.3. Payment is due within three (3) business days of the invoice date. Procoverstock may suspend or cancel Services if payment is not received within fifteen (15) calendar days.
3.4. Upon receipt of payment, Procoverstock will commence the Services and coordinate execution internally.
3.5. Deliverables shall be provided electronically via email or secure file transfer services.
3.6. Any material changes to scope or revisions requested after commencement may result in additional fees and adjusted timelines.
3.7. The Client shall review deliverables within three (3) business days. Acceptance shall be deemed automatic if no written feedback is provided within this period.
4. RESPONSIBILITIES
4.1. Client Responsibilities
The Client shall provide accurate information, materials and timely feedback necessary for the performance of the Services.
4.2. Agency Responsibilities
Procoverstock shall perform the Services in accordance with industry standards and the agreed specifications.
5. INTELLECTUAL PROPERTY AND LICENSES
5.1 Customization Work
All Customization Work performed under Section 2.1 is governed by and subject to the Procoverstock Royalty-Free License Agreement, which remains applicable to the underlying licensed content.
5.2 Cover Design on Demand
5.2.1 Client-Provided Content
Where the Client provides content owned or licensed by the Client:
• all rights and obligations relating to such content remain solely with the Client;
• Procoverstock receives no ownership or usage rights in such content except as necessary to perform the Services;
• the Client is responsible for ensuring that use of such content complies with third-party license terms.
5.2.2 Agency-Provided Content
Where the design is created without Client-provided content:
• the design may incorporate original elements created by Designers and licensed third-party assets;
• Procoverstock grants the Client a non-exclusive, non-transferable, non-sublicensable license to use the final design an unlimited number of times in print and digital media for professional or personal use;
• the Client may not resell, sublicense, distribute or make the design available as a standalone asset to third parties.
5.3. Nothing in this Agreement constitutes a sale or transfer of copyright. All intellectual property rights remain with their respective rights holders.
6. CONFIDENTIALITY
Each Party agrees to keep confidential any non-public information received in connection with the Services and not to disclose such information without prior written consent, except as required by law.
7. TERMINATION
Either Party may terminate this Agreement upon written notice in the event of a material breach by the other Party.
8. LIABILITY AND REFUNDS
8.1. Procoverstock’s total liability under this Agreement shall not exceed the amount paid by the Client for the relevant Services.
8.2. Refunds for non-accepted Services shall be processed as follows:
• 75% refund for Cover Design on Demand using Client-provided content;
• 50% refund for Cover Design on Demand using Agency-provided content.
No refunds apply to Customization Work once commenced.
8.3. Upon refund, all licenses related to the unaccepted Services shall terminate.
9. WARRANTIES
9.1. Procoverstock warrants that:
a) Services shall be performed in a professional and workmanlike manner;
b) Services shall not knowingly infringe third-party intellectual property rights.
9.2. Except as expressly stated, all other warranties are disclaimed.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or communications.
12. FORCE MAJEURE
Neither Party shall be liable for failure or delay caused by events beyond reasonable control, provided reasonable efforts are made to resume performance.
13. ACCEPTANCE
BY PLACING AN ORDER OR USING THE SERVICES, THE CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT.