Below I give corrected versions of each sentence or clause, explain why I changed them, and show a simple plain-language version that a 12-year-old can understand.
1) Typo and copyright transfer clause
Original note: "I believe there is a type, you probably meant Section 1.4? - As the Artwork is created solely for the use of the COMPANY, by performing this service contract, all proprietary copyrights (hereinafter the Copyrights) to Artwork shall be transferred to the COMPANY in accordance with Section 2.4 of this Agreement, upon full payment of all due remuneration,"
Corrected legal wording (suggestion):
"I believe there is a typo; you probably meant Section 1.4.
As the Artwork is created solely for the use of the COMPANY, by performing this service contract all proprietary copyrights (hereinafter the 'Copyrights') in the Artwork shall be transferred to the COMPANY in accordance with Section 1.4 of this Agreement upon full payment of all amounts due under this Agreement."
Why I changed it:
- Fixed "type" to "typo."
- Made sentence punctuation clearer by removing extra commas and adding 'in the Artwork' for clarity.
- Updated the section reference to 1.4 as you suspected (change back if 2.4 is actually correct).
- Changed "due remuneration" to "amounts due under this Agreement" which is more standard legal wording.
Plain-language version for a 12-year-old:
"If the artwork is made just for the company, the company gets the copyright once it has paid all the money it owes. Also, I think you meant Section 1.4, not 'type'."
2) Payment timing and acceptance prerequisite
Original fragments: "Usually there's little difference in dates between the day we accept the artwork and the day we are sent the invoice... 3.3. Payment is made by bank transfer to the account of the CONTRACTOR within thirty (30) calendar days from the date of invoice. in 30 calendar days after the signing of the Acceptance Certificate."
Corrected legal wording (suggestion):
"Payment shall be made by bank transfer to the CONTRACTOR's account within thirty (30) calendar days from the later of (a) the date of the invoice, or (b) the date the Acceptance Certificate is signed by the COMPANY."
Why I changed it:
- This makes it clear that payment is due after both invoicing and acceptance, and that the later date controls (so acceptance is a prerequisite if it happens after the invoice).
- Combined the two ideas into one precise sentence and fixed capitalization and punctuation.
Plain-language version:
"The contractor gets paid within 30 days, but the 30 days start from whichever happens later: the invoice date or the company signing the acceptance form."
3) Acceptance deadline and late-fee clause
Original: "We're not quite comfortable with the 10-calendar-day limitation... 3.5. The COMPANY and the CONTRACTOR shall sign the Acceptance Certificate... If the COMPANY fails to sign or provide written objections to the Acceptance Certificate within ten (10) calendar days of delivery, the deliverables shall be deemed accepted. 3.6. All fees will be invoiced upon submission of deliverables to the COMPANY, and will be due within 30 days, or as stated on the invoice itself. Any late payment will incur a late fee of 5% of the outstanding balance per month, or $50/month, whichever is greater, continuing until paid in full."
Corrected legal wording (suggestion):
"3.5 The COMPANY and the CONTRACTOR shall sign the Acceptance Certificate, which constitutes the basis for payment hereunder. If the COMPANY fails to sign or provide written objections to the Acceptance Certificate within ten (10) business days of delivery, the deliverables shall be deemed accepted, unless the COMPANY notifies the CONTRACTOR in writing before the deadline that the COMPANY's authorized decision-maker is unavailable and proposes a reasonable alternative date.
3.6 All fees will be invoiced upon submission of deliverables to the COMPANY and will be due within thirty (30) calendar days of the invoice date, or as otherwise stated on the invoice. Any late payment will incur a late fee equal to five percent (5%) of the outstanding balance per month, or fifty dollars ($50) per month, whichever is greater, until paid in full."
Why I changed it:
- Changed "calendar days" to "business days" in 3.5 as you requested and added a small exception so the COMPANY can notify the contractor if a decision-maker is away.
- Fixed punctuation and consistency in 3.6, spelled out numbers and added clearer timing language.
- Kept the late fee structure but rewrote for grammatical clarity.
Plain-language version:
"If the company doesn't sign or give written reasons why the work is wrong within 10 business days, the work is accepted. But if the boss is away, the company can tell the contractor and get more time. The contractor sends an invoice when they deliver the work, and the company has 30 days to pay. If they pay late, they get charged a fee each month until it is paid."
4) Arbitration neutral country
Original comment: "Our legal team isn't ready with the choice of a neutral country for arbitration... we'll cross this bridge when we come to it :)"
Suggested neutral placeholder wording:
"Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration. The seat of arbitration shall be a neutral country to be agreed by the Parties within thirty (30) days after receipt of written notice of dispute. If the Parties cannot agree on a seat within that period, the seat of arbitration shall be [to be agreed at a later date], and the Parties will use good faith to select a neutral seat before commencing arbitration."
Why I suggested this:
- This keeps the contract moving but leaves a clear step to decide the neutral seat later without preventing dispute resolution.
- If you prefer, you can name your home country as a default if the Parties fail to agree.
5) Thanks and deposit scheduling message (grammar fix)
Original: "Also, thank you for detailing the logic behind the deposit. It is useful to know that we have to secure a spot in your calendar quite in advance. I'm afraid nothing is clear on our side yet, and a project may turn up no sooner than late October- November."
Corrected wording (suggestion):
"Also, thank you for explaining the logic behind the deposit. It is helpful to know that we need to reserve a spot in your calendar well in advance. Unfortunately, our plans are not yet final; the project may not begin until late October or November."
Plain-language version:
"Thanks for explaining the deposit. We understand you need us to book time early. Right now we don't know for sure, and the project might not start until late October or November."
Final notes and next steps
- If Section references (1.4 vs 2.4) are important, confirm which section number is correct and update every cross-reference.
- Decide if you want "calendar days" or "business days" for each deadline. Business days give more flexibility around weekends and holidays.
- If you want a firmer rule for arbitration, pick a default seat now or add a method for selecting one later (for example, "the seat will be the city chosen by the arbitration institution"), so the clause is ready if a dispute happens.
If you want, I can produce a fully revised version of the contract section with all these edits incorporated in one continuous text. Tell me which choices you want (1.4 or 2.4, business or calendar days, a default arbitration seat or 'to be agreed') and I will put it together.