Client Service Agreement

1. The agreement

This Client Service Agreement ("Agreement") is between UVL Global ("UVL Global", "we", "us") and the person or organisation that accepts our quote ("Client", "you").

The Agreement is made up of (a) the quote, proposal or statement of work we send you (the "Quote"), and (b) these terms. If they conflict, the Quote applies for that project. You accept the Agreement when you accept a Quote in writing (including by email), sign it, or pay the advance.

2. Key terms

• Deliverables: the renders, animations, staged images, 360° tours or other outputs described in the Quote.
• Draft: a preview version, which may be watermarked or low resolution, sent for your feedback.
• Final Files: approved Deliverables in full resolution and without watermarks.
• Client Materials: plans, drawings, models, specifications, photos, brand assets and other materials you provide.
• Revision round: one consolidated set of change requests for a view, sent together in writing.

3. Quotes and scope

Online estimates and calculator results are indicative. The Quote sets out the binding scope, number of views, resolution, formats, price and estimated timeline. Unless it says otherwise, a Quote is valid for 30 days.

Work outside the Quote is a change request. Examples include new views, new camera angles after approval, design changes after modelling has started, new materials or furniture not in the brief, and more revision rounds. We will confirm the cost and timing of a change request before doing the work.

4. Your responsibilities

• Provide complete, accurate Client Materials and clear references at the start. Our timeline starts when we have both the advance payment and the materials we need.
• Name one point of contact who can give consolidated feedback and approvals.
• Review Drafts and send feedback within 7 days. If we receive no response for 30 days, we may pause the project, and restarting may depend on our availability.
• Make sure you have the right to share Client Materials with us, and that our using them for your project does not infringe anyone's rights.
• Check Deliverables for accuracy against your design before you use them publicly.

5. Fees and payment

• Advance: 50% of the project fee is payable when you accept the Quote. We start production after we receive it.
• Balance: the remaining 50% is payable on delivery of the approved Drafts. Final Files are released once we receive full payment.
• Fees are in INR for clients in India and in USD for other clients, unless the Quote says otherwise. Fees exclude taxes. GST or other applicable taxes are added as required by law.
• Invoices are due within 7 days of the invoice date. Bank, transfer and currency-conversion charges are paid by the sender.
• If a payment is late, we may pause work and withhold Deliverables until it's paid. We may also charge interest on overdue amounts at 1.5% per month, or the highest rate the law allows if that is lower.
• Rush delivery, extra views, change requests and additional revision rounds are charged as stated in the Quote or agreed in writing.

6. Timelines and delivery

Timelines in the Quote are good-faith estimates that start once we have the advance and complete Client Materials. Some projects can be delivered in as little as 48 hours, depending on scope. Late feedback, missing materials or change requests extend the timeline.

Deliverables are sent electronically by email, download link or shared cloud folder, in the formats set out in the Quote. See our Delivery Policy.

7. Revisions

Up to 3 revision rounds are included for each view, unless the Quote says otherwise. Revisions cover adjustments within the agreed scope, such as materials, colours, lighting, furniture placement and minor camera tweaks. Major changes to the design, layout or camera angle after approval, and additional rounds, are change requests.

Send revision requests within 14 days of receiving a Draft. After that, further changes may be charged.

8. Approval and acceptance

A Deliverable is accepted when you approve it in writing, or 7 days after we deliver it if you haven't told us in writing about a specific failure to meet the agreed scope. We will fix any such failure within the included revision rounds.

9. Intellectual property

• Your materials: you keep all rights in your Client Materials. You give us a licence to use them only to perform the project.
• Final Files: once you have paid all fees for a project in full, you may use the Final Files for any lawful purpose worldwide, including marketing, sales, planning applications, print and online, without further fees. Until full payment, all rights stay with us and Drafts may carry watermarks.
• What we keep: we keep ownership of our working files, 3D scenes, models we create, textures, lighting setups, tools and know-how. Native working files are not included unless the Quote says so.
• Third-party assets: Deliverables may include licensed stock assets, such as furniture models, textures, people or vegetation. You may use them as part of the Deliverables, but not extract them for separate use.
• Portfolio: we may show the Deliverables in our portfolio, on our website and social media, and in sales materials once the project is public. We will not do this if you ask us in writing, or if a non-disclosure agreement or the Quote says otherwise.

10. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the project, and share it only with people who need it and are bound by similar duties. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law. These duties last for 3 years after the project ends, and indefinitely for trade secrets.

We are happy to sign your non-disclosure agreement, or ours, before you share materials.

11. Data protection

Each party will comply with the data protection laws that apply to it, including India's DPDP Act 2023, the EU/UK GDPR and US state privacy laws where relevant. If Client Materials contain personal data, we process that data as your processor, on your behalf, and we will:

• process it only to perform the project and on your documented instructions;
• make sure everyone who handles it is bound by confidentiality;
• protect it with appropriate technical and organisational security measures;
• use other processors (sub-processors) only under written terms that protect the data as this clause does, and stay responsible for them;
• help you respond to requests from individuals and meet your security and breach-notification obligations;
• tell you without undue delay, and within 48 hours where possible, after becoming aware of a personal data breach affecting your data;
• delete or return the personal data when the project ends, unless the law requires us to keep it; and
• give you the information you reasonably need to show compliance.

For transfers of personal data from the EEA, UK or Switzerland, the parties agree to the applicable Standard Contractual Clauses, which we can sign on request. Our Privacy Policy explains how we handle our own clients' contact and billing data.

12. Our promises and their limits

We will perform the services with reasonable skill and care, in line with good industry practice.

Renders, animations and virtual staging are artistic visualisations based on the materials you provide. They may differ from the built or furnished result. They are not architectural, engineering, legal or surveying advice, and they are not a guarantee of any design, dimension or sale outcome. If you use virtual staging to market a property, you are responsible for labelling it where local rules require.

Except as stated in this Agreement, and to the extent the law allows, we give no other warranties.

13. Your indemnity

You agree to compensate us for losses, costs and claims arising from Client Materials that infringe someone else's rights, or from your use of Deliverables in breach of law.

14. Limitation of liability

Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, business or goodwill. Our total liability under or in connection with a project is limited to the fees you paid us for that project. These limits do not apply to liability that cannot be limited by law, or to breach of confidentiality caused by wilful misconduct.

15. Cancellation and termination

You can cancel a project at any time by written notice. We will stop work, and you will pay for work done up to cancellation. Refunds of any advance are handled under our Refund & Cancellation Policy.

We may suspend or end a project if you don't pay an amount when it's due and don't pay within 7 days of a reminder, if you seriously breach this Agreement, or if continuing would be unlawful. Clauses that by their nature should continue after the project ends will continue, including payment, intellectual property, confidentiality, data protection and liability.

16. General terms

• Independent contractor: we act as an independent contractor. We may use our team members and vetted contractors, who are bound by confidentiality, and we stay responsible for their work.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, power or internet outages, or government action. Payment obligations still apply.
• Assignment: neither party may transfer this Agreement without the other's consent, except to a successor of the whole business.
• Notices: notices may be sent by email to the addresses the parties use for the project, or to privacy@uvlglobal.com for UVL Global.
• Entire agreement: the Quote and these terms are the whole agreement for the project. Changes must be agreed in writing, and email counts.
• Severability: if any part is unenforceable, the rest still applies.

17. Governing law and disputes

This Agreement is governed by the laws of India. The parties will first try to settle any dispute through good-faith discussion for 30 days. If that fails, the dispute will be decided by arbitration before a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat of arbitration is the city of UVL Global's principal place of business in India, and the language is English. Either party may seek urgent interim relief from a competent court.