Phone: (305) 783-2330 Email: info@blankvisual.com

TERMS AND CONDITIONS FOR THE SUPPLY OF ARCHITECTURAL VISUALIZATION SERVICES BY BLANKVISUAL

1. DEFINITIONS AND INTERPRETATION

1.1 In these terms and conditions the following definitions apply unless otherwise stated:

‘Business Day’ means a day other than a Saturday, Sunday or public holiday.

‘Contract’ means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.

‘Changes’ means alterations or modifications to the information provided by The Client after the signing of the Quotation, and therefore contract. Changes may imply additional cost and it ill be determined by the Company in a supplemental agreement.

‘Documentation of the Project’ means all files related to the Project, provided by The Client. All architectural and site CAD files in AutoCAD.dwg format (release 2002 or later).  These files shall include at a minimum, the engineering site plan, floor plans, elevations, sections, landscape plans, and other significant design elements produced by others.

‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

 ‘Company’ means Blankvisual, a company incorporated in Miami, FL under company number EIN 83-2637695 whose registered office is at 11125 S.W. 129 court Miami, Florida 33186 United States, trading as BlankVisual.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Order’ means the order placed by the Client through counter-signing the Company’s Quotation form.

‘Order Form’ means a Quotation form counter-signed by the Client which together with these terms and conditions shall form a binding contract.

‘Project’ means the scope of the services of 3D visualization provided by The Company to The Client. Usually a Project is defined by a 3D Animation of no less tan 40 seconds and no more of 60 seconds. All sequences will be created to maximize the viewer’s perspective and provide the greatest degree of understanding of the project’s design in the amount of time available, while limiting the viewer’s perspective to the boundaries of the property. The Company also provides no less tan 3 high resolution images, which may include exterior and interior views of the Project. The Company will not be responsible for printing the images or for obtaining aerial views of the Project.

‘Quotation’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients.

‘Rush job’ Any project that demands more time- without putting in risk high quality results- must be discussed and charged doublé with a 50% pre payment fund. This project will be classified as a priority task.

‘Services’ means the services the Company will provide to the Client as specified in the Order.

‘Specification’ means the description or specification of the Services in the Order.

‘Terms’ means these terms and conditions as updated from time to time by the Company.

White Label Work’ means Services provided by the Company to a Client. The Client is responsable for rebranding these services as their own.

1.2 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.

1.3 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4 A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. TERMS AND CONDITIONS

2.1 These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 These Terms and the Order may only be varied by express written agreement between the Company and the Client.

3. THE CONTRACT

3.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

3.2 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.

3.3 The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

3.4 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.

3.5 A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 14 Business Days from its date of issue.

3.6 For any White Label Work the Client understands and agrees that the Company have no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work for.

4. COMPANY OBLIGATIONS AND WARRANTIES

4.1 The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.

4.2 The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.

4.3 The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.

4.4 The Company shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

4.5 The Company provides images based on the client’s instructions together with Blankvisual’s suggestions. The images are to be produced within a reasonable time of 4 weeks or less. Blankvisual’s liability to the client for breach of contract or negligence is limited to the replacement value of the quoted image or model only. Blankvisual shall not be liable for and shall be held harmless by the Client from any damage, losses or claims of whatever kind, arising out of, in connection with or resulting from misinterpretation or late delivery of the images or models. The client agrees all material provided by the client belongs to the client or the client has a lawful use of the material for the purpose of Blankvisual providing the services to the client.

4.6 If the Client does not provide data for placement of buildings, signage, driveways, site furnishings, landscape, etc., The Company will use its best judgment to provide a pleasing/conforming layout. Blankvisual does not provide an interior or architectural design service as part of this agreement.  It is the intent of any interior view to demonstrate the attributes of the space, where applicable.  Furnishings are provided primarily for scale, not as focal points. Blankvisual may, at the request of the Client, provide exterior landscape & hardscape design, where and as applicable to the completion or creation of scenes and motion paths. Interior design may be applicable for an additional cost.

4.7 Blankvisual will use its best effort to accurately match color information and materials provided by client. The Client recognizes, however, that colors and materials will vary from the supplied information due to lighting conditions and the specific printer and/or display device used to display the image.  Reasonable variations from supplied color data material representation are to be expected.

4.8 Blankvisual will deliver to The Client the project by email according to the terms specified in this agreement. The Company reserves the right to utilize a watermark on the production animation and still images until receipt of final payment, at which time Blankvisual will deliver the production animation and still renderings without a watermark.

5. CLIENT’S OBLIGATIONS AND INDEMNITIES

5.1 The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.

5.2 The project as well as the offer is made and based entirely on the data provided by the Client before the works on the project begin. If the corrections go beyond the initial assumption, therefore, the project budget, the Company reserves the right to reduce the quantity of sets of changes or charge extra for each additional set of changes. The decision will be made by the Client within no more than 5 working days. The valuation of the amendments will be sent in the form of an annex to the contract if necessary or requested, mentioned amendments will be applied only when the payments for the services which are already produced are settled.

5.3 The Client shall be obliged to inform the Company immediately of changes of design, model, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.

5.4 The Client will provide a name and position of a single representative whom will have the authority to accept and approve the services and invoices provided by The Company and to direct tasks per contract on behalf of the CLIENT or Owner.

5.5 Client understands that the 3D visualization process is not perfect, that “gray areas” will exist, and some information may be missing if not clearing and precisely specified in the CAD drawings. For the process to be cost effective for both parties, Client will allow Blankvisual to use its experience and judgment to create the best possible animations and images given time, financial and informational constraints. Blankvisual will also allow Client opportunity to make reasonable changes as long as they significantly improve the presentation.

5.6 The Client must provide all information about the structure and materials/textures as necessary to create each scene. This is generally the same information required by artists for hand renderings; including all plans, elevations, color chips, and material samples.  At the client’s request, Blankvisual will use its best judgment to illustrate areas where information is missing, but cannot be held responsible for any changes caused by its judgments or from missing information.

5.7 The Client acknowledges Blankvisual is not to commence the work until confirmation of an invoice payment of 50% of the quoted work is received into Blankvisual nominated bank account and the final images or models will not be provided until confirmation of final payment is received. All additional changes to work agreed by both parties are to be charged. The work consists of modeling, rendering and postproduction. Each project follows the same process, however in case of smaller projects (e.g. floor plans) some parts might be skipped. It is important to note that images delivered in the particular steps of the project realization may not be of as high quality as the final product provided by Blankvisual.

5.8 The Client undertakes to pay the initial invoice set at 50% before work is begun. All invoices shall be paid within 7 days at latest. All previews as well as the final version are provided with watermarks. In case The Client decides to receive previews without watermarks initial invoice shall be set for at least 75% of the total amount. The remaining 50% or 25% shall be settled after acceptation of the final revision of the project. The watermarks on the final version will be removed within one working day at latest after receiving the full payment for the project.

5.9 The Client must determine a reasonable timeframe for the Project, which will be contemplated in the Quotation. If the Project changes to a ‘Rush job’, a new quotation must be made taken account the new time demands- without putting in risk high quality results-. It must be discussed and charged doublé with a 50% pre payment fund. This project will be classified as a priority task.

6. PRICES

6.1 Unless otherwise expressly stated, all prices shall be in US Dollar and shall be exclusive of taxes and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.

6.2 The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.

7. PAYMENT

7.1 The Company shall invoice the Client monthly, either in advance or following Services delivered. Before the Company carry out any work Clients are usually asked to provide a non-refundable set up fee.  This fee will cover all intellectual work put to create the still renderings or animations and any additional efforts this includes. This payment will ensure the Client’s right to keep whatever the Company creates in the event the Client decides to end relationship with the Company.

7.2 The Client shall pay each invoice submitted by the Company within 14 Business Days of the date of the invoice and in cleared funds in accordance with clause 7.3 below. The invoice number shall be stated on all payments and payment by credit and debit cards are accepted.

7.3 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. the Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

7.4 In the event of late payment, it’s the Company right to charge an additional Late Payment Fee of 10% the recurring monthly management fee. This will be stated in the invoice and labeled as Late Payment Fee.

7.5 In the event the charge of the Company services cannot be processed due to lack of funds, the Client will be informed by the Company. The Client is then expected to add funds to bank account to allow payment to be processed successfully 24 hours or less later.

7.6 If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.

8. DELAYS AND COMPLAINTS

8.1 In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order in accordance with clause 13.1, provided that the breach is material.

8.2 Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

8.3 The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.   Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.

8.4 The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

8.5 The Client’s exclusive remedies for late delivery for Services not conforming with the Contract are as specified in this clause 8 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 9 below.

9. LIABILITY

9.1 Except as expressly stated under the Liability clause,the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

9.2 Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

  1. Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;
  2. Loss of data;

9.3 To the extent such liability is not excluded by sub-clauses 9.1, 9.2 and clause 10 below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

10. OTHER LIMITATIONS OF LIABILITY

10.1 The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. the Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.

10.2 The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”)to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.

11.2 The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. the Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.

11.3 The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.

11.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

11.5 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.

11.6 The Intellectual Property Rights as mentioned in Clause 11.2 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

11.7 Ownership and intellectual property rights of material proprietary to The Client shall remain with The Client. The Company may not publish any information or material prepared by The Client without permission.  Neither may The Company publish any information nor material regarding The Client or Client’s project.  The Client agrees and acknowledges that the copyright and other intellectual property rights regarding any material prepared by The Company are subject to copyright law.  Any such material shall be owned by The Company until paid for in full.  Drawings/documents prepared by The Company are for the sole use of The Client and can be used in any way The Client chooses (i.e.: for their own sales and marketing purposes).  The Company also reserves the right to use any material prepared by The Company for its own marketing purposes.  All such material will not bear any information regarding The Client or project.  All details and information pertaining to The Clients and Projects of Designs Illustrated will be kept strictly confidential.  The Client may request that The Company not publish drawings/documents.  Any such request should be made when the order is placed, via email or in the Notes box on the order form.  If required The Company will complete a non-discloser agreement (NDA).  The Client must provide said NDA.

12. CONFIDENTIALITY AND PERSONAL DATA

12.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

12.2 During the term of the Contract and for a period ending from the date of its conclusion, the Company shall take the same care as the Company uses with it own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

12.3 The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence, is independently developed by the Company, or which the Company is required to disclose by law.

12.4 During the term of the Contract and for a period ending from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.

12.5 Each party agrees to comply with its respective obligations under the Data Protection Act 1998.

12.6 The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal proceedings, suffered by the Company as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act 1998 or marketing law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

13. TERM, TERMINATION AND ASSIGNMENT

13.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

13.2 The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.

13.3 Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay.

13.4 The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.

13.5 The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

14. FORCE MAJEURE

14.1 Neither party shall be held liable for a Force Majeure Event.

14.2 If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

14.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.

15. MISCELLANEOUS

15.1 The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

15.2 The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

15.3 During the term of the Contract the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to work on the Services.

15.4 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

15.5 If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

15.6 Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.

15.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.8 All notices must be in writing to the assigned Project developer email or info@blankvisual.com.

16. ENTIRE AGREEMENT

16.1 The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

17. LAW AND JURISDICTION

17.1 The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.