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Terms & Conditions

I. General Terms and Conditions

  • Our studio creates architectural visualizations. A product of our work are digital visualizations (“the Visualizations”).

  • The aim of these Terms of Service (“terms and conditions”, “Terms”) is to inform you, our business partner (from now on, just “you”), of our mutual rights and obligations, and explain them to you. 

  • When you sign a purchase order we both agree to collaborate and be bound by these terms and conditions (from now on “the Collaboration ”), in other words, we create a binding agreement between two parties.


II. The Collaboration Process

  • Before the start of the Collaboration, we will have shared basic information and terms of our Collaboration, mainly specifications and definitions of the Visualizations and their price, a timeframe when the Visualization will be finished and delivered, the list of Materials and a list of possible provisions that are different from these Terms. All of this information will be summarized again and sent by email in the form of the Proposal.

  • The Terms of Service are a part of the Proposal. We must agree on the details of the Proposal and to the Terms by email before proceeding.

  • We will endeavor to create the Visualizations for you on time and in an orderly fashion,  and you, in turn, will endeavor to take delivery of a finished Visualization and pay the Price, specified in the Proposal, by the due date also specified in the Proposal.

  • In order for us to begin working on your Visualizations, we will need certain project materials, files, documentation and/or data specified in the purchase order, agreement or in the email communication (from now on just “Materials”). 

  • The Visualization creation process involves Preview Rounds(“Previews”). The deadlines of the Previews and their number are agreed upon by email after we receive the final Materials. As soon as we send you the Previews, you are obliged to react and give feedback as soon as possible. A maximum term is three business days unless specified otherwise in the project plan, which will be shared with you after we receive the Materials. 

  • The total Price amount is agreed upon in the Proposal. VAT will be added to the base price when applicable as specified by the law of the Republic of Ireland

  • The tax invoice (“the Invoice”) will be prepared in accordance with the law and will have a minimum payment period of 14 days after the date of issue. We reserve the right to ask you to pay 50% of the total amount of the invoice before we deliver final Visualizations. 

  • We deliver the Visualizations electronically, on the terms agreed beforehand. The resolution of the final Visualizations is 4000 pixels/150 DPI. A request for different dimensions of the image should be specified in the purchase order. 

  • After the Visualization is delivered, we will issue the final Invoice. The invoice will be prepared in accordance with the law and will have a minimum payment period of 14 days after the date of issue.

  • In case the Materials are provided later than the terms agreed upon in the Proposal, or the feedback is not given within the agreed timeframe during a Preview Round, the date of delivery of the finished Visualization will be, likewise, delayed. The date will be postponed by a period equivalent to the difference between an agreed date by which we were expecting to receive the Materials or preview feedback, and the actual date we received the aforementioned Materials or preview feedback

  • If you provide the Materials to us with a delay of 7 or more days or provide us preview feedback later than agreed upon during the email communication, we can’t guarantee operational capacity to start or continue work on your project. We will inform you regarding the new timeframe for the project. In the case where we have the right to postpone the Visualization delivery date, as explained in Article II sections 10 and 11, but you insist on a previously specified delivery date, we reserve the right to increase the Price by up to 20%. In such a case, we also can’t guarantee our usual standard of quality. By accepting the Terms you expressly agree to these provisions and undertake to accept the Visualization without reservations. 

  • In case you will request any additional work, activities or outputs beyond the scope of the Visualization (so-called Extra Work), we are always ready to negotiate terms to make this Extra Work possible. The price for Extra Work is 85 EUR per hour.  

  • We welcome open and forthcoming Collaboration. We promise to facilitate mutual cooperation in every way possible and by accepting these Terms you agree to do the same. 


III. Termination of Collaboration

  • The collaboration can be terminated earlier, but the only acceptable reasons to do so are listed in this Article of the Terms of Service. 

  • You have the right to terminate the Collaboration, if: a)we are more than 30 days late past an agreed-upon deadline

  • We have the right to terminate the Collaboration, if: a) you did not provide the Materials 14 days past an agreed deadline; b) you have payments more than 30 days overdue, and we have already requested the overdue payment by email.

  • The Collaboration can be terminated at any time if we agree upon it in writing (in this case email is not enough).

  • If one of the parties withdraws from the Collaboration or the Collaboration ends in a manner different from delivering a finished Visualization, we are entitled to a part of the Price proportional to the part of the Visualization that has been created. In this case, we will issue a final Invoice. Unless we had a different agreement, we are not obligated to finish the Visualization, so we will only deliver a work in progress — a part of the Visualization that has been completed. 


IV. Intellectual Property Rights

  • Any work output (just “Work” for the purposes of this article), covered by Act No.121/2000 Coll., on Copyright and Related Rights and on Amendments to Certain Acts (“Copyright Act”), as amended, specifically visual work or any kind of copyrighted work, are governed by the Copyright law of the Republic of Ireland, which dictates that all property rights in relation to the Work belong to us. We are authors of any Work that we create during the Collaboration.

  • In order for you to use our visualizations we will grant you a license as soon as you pay the final Price. This license will allow you to use the Visualizations for any purpose specified in the Copyright Act (“the license”). The license is exclusive, has no territorial restrictions and is valid as long as our property rights are. You may not sublicense or provide the work for the use of any third parties without our consent. You are not obligated to use the license.

  • Additionally, you agree for the work to be used for marketing purposes by KUIO Studio.

  • When you share or publish the Work you are obligated to accompany it with our company name or a brand name “KUIO”. However, if you alter or modify the Work, you may not accompany it with our company name or brand name “KUIO”, or connect us to it in any way unless you obtain our express consent first. 

  • If a license fee needs to be calculated, the amount will be 25% of the Price without VAT and not including any discounts. 

  • If you plan to make changes, modifications or otherwise alter the visualizations, we only allow this based on written approval obtained during our e-mail communication. This also incurs a price increase of 10%. 


V. Confidentiality

  • Purchase order, the Terms, the Proposal(including the Price) and other project-related information, including the documents related to them are confidential without having to be explicitly marked as such, and neither of us is authorized to make this information available to third parties in any form without the consent of the other, except when the disclosure of this information is required by legal regulations or competent authorities on based on legal regulations, or if the information in question is already publicly accessible.

  • We consider all information related to the services provided to be confidential information; also information about employees, clients and business partners; description of technological procedures, know-how, information about our work methods and work procedures; all communications and negotiations between us, including negotiations and communications before the Collaboration started; the existence of negotiations between us, the content and results of such negotiations, specifications, plans, sketches, models, samples, data, computer programs, software or documentation in any form whether captured physically or provided verbally; information subject to banking secrecy and data confidentiality in accordance with the laws of the Republic of Ireland. If information is received from a person or organization other than the other contractual party, if such information constitutes confidential information within the meaning of these Terms — it is also covered by this section, even if the person or organization the information is received from is not themselves bound to observe their confidentiality.

  • We are mutually obliged to ensure to safeguard confidential information and endeavor to prevent its unauthorized use, by means of adequate technical, administrative, legal, personal and other methods.   

  • If sharing of the confidential information emerges from these Terms or you obtain written consent of the other party to share confidential information it’s not considered to be a violation of these Terms. 

  • We are both obliged to maintain confidentiality of information for a period of 5 years after our Collaboration is concluded. 

 

VI. Penalties and Limitation of Liability

  • If we do not deliver the Visualization by a previously agreed deadline or by the period set out by these Terms, we are obligated to pay a penalty which amounts to 0.1% of the total Price of the Work for every day the delivery is past due. 

  • Before any party is entitled to a penalty payment, it’s obligated to inform the other party of the violation in written form and request it be fixed (“cured”) within a reasonable period of time. The penalty is only payable after said period expires and the violation was not cured. 

  • In a situation where/when you are in arrears on any payment to us, we are entitled to a penalty payment which amounts to 0.1% of the owed amount for every day the payment is past due.

  • Penalty payment does not void the right to damage compensation. Penalty is payable on written request and is due 15 days after the request is sent. Any possible damage compensation from our side is limited to twice the Price. 


VII. What else to say?

  • These Terms are subject to the laws of Republic of Ireland. We promise to make every effort to resolve all disputes arising from or relating to the Collaboration amicably. If a settlement will not be reached, all disputes that arise from or relate to these Terms of Service will be resolved by the general courts of the Republic of Ireland. 

  • When we say “written” or “written form”, we mean email unless specified otherwise by these Terms or a legal requirement. 

  • No financial obligations, claims or rights related to or arising from these Terms can be assigned to a third party, pledged as collateral or made subject of security transfer of rights by any party without written consent of the other party.

  • Neither party is entitled to unilaterally set off any claims against a claim or financial obligation arising out of or related to the Terms without obtaining consent in written form first. For the purposes of this section, email is not considered written form and isn’t sufficient. 

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