GENERAL TERMS & CONDITIONS

Revision No. 20220425

Interpretation and Definitions

Interpretation

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

This document serves as a mutual agreement between Client and ZOA and becomes legally binding with the signature of the Quotation and/or Purchase Order document.

Definitions

For the purposes of this General Terms & Conditions Agreement:

ZOA refers to ZOA3D Ltd., H-1068 Budapest, Király u. 60. 2/10, tax number: HU23098684

Client refers to a legal or natural person registered under or citizen of any jurisdiction who is identified on and on whose behalf the Quotation and /or the Purchase Order Page is signed by the appropriate representative person.

Parties refer to both ZOA and Client at the same time.

Quotation, Offer refer to the table listing the relevant Schedule, Deliverables, Unit prices, Discounts, Total price, and Input Data requirements of the Visualization Services.

Purchase Order, Purchase Order Page, PO refer to the last page of or an additional page to the Quotation that is utilized to register the identification details, and the signature of the Agreement by the Client.

Documentation, Visualization, Architectural Visualization Services, Visualization Services, Services, Project, Visualization Project refer to any combination of images, cinemagraphs, VRs, animated movies, or any other digital representation of an architectural project managed by the Client and undertaken by ZOA to be created and delivered for the Client based on the input materials from the Client as described in the Quotation and/or Purchase Order Page.

Agreement, Contract refer to the combination of this General Terms and Conditions, the Quotation, and the Purchase Order Page. These three documents together describe the details of the cooperation between ZOA and Client. The omission of the Quotation or the Purchase Order Page or either of these two not being possible to access for any reason do not render the Agreement void if the other one is available and was rightly signed by Client. For any missing material information describing the Services the content of the Written communication between ZOA and Client and the best practices of the Architectural Visualization Profession shall prevail.

Material Information refers to any such important piece of information and/or data and/or description, that when missing or not accessible would render the Project impossible to create or would modify the quality and/or quantity of deliverables in the Project in any meaningful way by the common sense of ordinary people.

Schedule, Delivery Schedule, Deadline, Milestones refer to a Gantt-formatted Project Schedule created by ZOA preliminarily and describing the work-in-progress milestone delivery dates and the Client-side feedback times regarding the delivered milestones and indicating the final delivery date. If the Schedule is outdated or incomplete, then the last mutually accepted and In Writing communicated update of the final delivery date is accepted as Delivery Schedule.

Workflow refer to the description page(s) in the Quotation of ZOA that outline the content and properties of the in-progress states for the specific deliverable types and the required feedback content for the specific in-progress steps of the Visualization process.

Written, In Writing, Electronic Communication refer to any form of electronically conveyed human readable information regardless of the channel of communication used if the channel is a widely used form of communication for the general public — such as: email, Skype, Viber, Teams, Slack etc. and if the channel is mutually accepted by Parties before any material information is conveyed through it.

I. Scope of professional services

1.  Client requests that ZOA delivers, whereas ZOA undertakes to deliver to Client its Architectural Visualization Services as outlined in the Quotation and in accordance with the Workflow, Service Scope, Delivery Schedule, Service Fee and Financial Conditions approved in the appropriate Quotation and/or Purchase Order Page.

2.1.  Parties agree to exchange information In Writing throughout the cooperation. Information In Writing is mutually accepted as an appropriate means of Project-related communication regardless of the Electronic Channel used for the communication act. 2.2.  Verbal communication (such as phone calls, zoom calls etc.) is only considered legally binding if any Material Information uttered with respect to the Project flow is outlined as a memo In Writing within a reasonable timeframe after it is verbally communicated.

3.1.  According to this Agreement ZOA will deliver the Documentation in the following quality \\ images: 4000 pixel resolution, true color, full quality, JPG format. \\ video: 1080p FullHD resolution, 25 fps speed, true color, MP4 format. \\ VRs: 8000 pixel resolution, true color, full quality, JPG format stereo images. 3.2.  ZOA will deliver the Documentation as email attachment and/or by uploading the files through FTP connection and/or uploading the files to cloud services such as DropBox or GoogleDrive. 3.3.  ZOA will deliver VR images optionally as tours uploaded to cloud-based VR-delivery services such as theViewer or Biganto.

4.1.  ZOA undertakes to deliver work-in-progress and final images in accordance with the ZOA workflow description as indicated in the Quotation and in accordance with the preliminarily agreed Schedule that might only be updated throughout the cooperation In Writing and by mutual Agreement between Client and ZOA with the exception described in 4.2.  The Schedule is strictly binding with regard to the final delivery date but only on the condition that Client manages to collect and give feedback throughout the cooperation in line with the same Delivery Schedule (feedback Schedule). If feedback times are not indicated in the Delivery Schedule, 24 hours after each Delivery milestone is considered as the feedback window for Client. 4.2  If Client fails to collect feedback or supply requested material information in line with the agreed feedback Schedule ZOA has right to unilaterally update the Delivery Schedule of the Project including the final delivery date. ZOA does everything in its power to avoid any unilateral Schedule-revision and ZOA must notify Client of such unilateral Schedule revisions without delay after deciding to take such corrective action.

5.  At the final delivery date ZOA must deliver the Documentation according to the terms of the present Contract and Client has to receive it and issue a receipt along. ZOA is entitled to submit their invoice after the receipt has been issued.

6.1.  Client undertakes to pay the service fee and its installments as indicated in the Quotation and/or Purchase Order Page and in line with the payment terms and payment Schedule described in the Quotation / PO. 6.2.  Client shall wire the service fee to the bank account of ZOA as it appears on the invoice. 6.3.  Client understands that Services for alien clients (outside of Hungary – both within the EU and outside of the EU) are out of the scope of the Hungarian VAT law, thus Client undertakes to pay and/or administer all due taxes according to its domestic VAT or other taxation laws. 6.4.  If the delivered Documentation differs from the original Quotation of ZOA: it contains more or less deliverables, longer or shorter animation, smaller or larger pixel-size etc. – on the basis of mutually accepted revisions to the contents of the Documentation (as updated throughout the course of the cooperation), then Parties may mutually agree to modify the total service fee taking into consideration the unit prices indicated in the original Quotation of ZOA. No unilateral revision to the items in the Documentation is acceptable.

II. Rights and obligations

1.  This Agreement is based on the preliminary Written and verbal communication and on drawings, samples and images provided by Client earlier. It is a prerequisite for the start and pursuit of any Services under the present Contract that the data listed below is provided by the Client at the Project start or within 48 hours of such inquiry by ZOA. The data shall contain the following information, but the particular Project requirements may be different:

A.  3D model (3dsMax, ArchiCad, Revit, Architectural Desktop, *.obj etc.) of the proposed architectural project and development scene in digital format. B.  Most recent plans in DWG or PLA, etc. format. C.  Detailed design layout data regarding the scene, structure, fixtures, veneer materials, colors etc. D.Rules or instructions regarding other objects / people visible in the proposed views – if any. E.  List of preferred viewpoints for the still images – if any. F.  Drone / Still images to be used as backplate in the visualizations – if any. G.  Additional data or instructions referring to the facility, the concept, or the Documentation itself – if any.

2.1.  In case any of the plans and/or information mentioned above is missing or late, ZOA retains the right to suspend the fulfillment of the present Contract and/or reschedule the Documentation in accordance with the delay of information. 2.2.  Any costs or damages due to errors or omissions in and/or modifications made to and/or delay in furnishing any design criteria and/or other information expressly required by this Agreement to be supplied to ZOA by Client shall be covered and reimbursed by Client.

3.  Any information referring to the Documentation shall be supplied in a digital format that can be accessed by ZOA such as: Microsoft DOC, RTF, Adobe PDF, PSD, AutoCAD DWG / DXF, 3dStudio MAX / 3DS, ArchiCAD PLA or Google SKP formats, and usual image formats such as: JPG, TIFF etc. Any printed information shall be delivered to the postal address of ZOA.

4.1.  The purpose of the Documentation is to represent the architectural project of Client with regard to the Client’s communication, commercial and/or sales approach, inviting the audience, and in a high visual quality. 4.2.  After receipt of all supplied information, ZOA will complete the Documentation required under this Contract to the best of its knowledge and ability. ZOA shall outline, create, and present the Documentation according to the request and suggestions made and accepted throughout the whole production process. 4.3.  Parties agree to hold review consultations throughout the production of the Documentation. Client will promptly review the renderings for correctness and notify ZOA of changes, if any, which Client feels, are essential to the success of the presentation. ZOA will make the requested changes according to the terms specified in this Agreement. 4.4.  However, in the case of Client initiated modifications in the data supplied earlier by Client, ZOA may initiate a delay in the Schedule of the Documentation and ZOA might increase the fee described in the Quotation / PO – if agreed along with the data update received.

5.  Parties agree that the Documentation might include the work of subcontractors for tasks such as: 2d drawing, 3d modeling, 3d texturing, 3d lighting, animation design, rendering services, color-correction, image editing, video editing or composing music. ZOA shall be liable for the performance of its subcontractors in the same manner as for its own performance.

6.1.  Client receives the final Documentation and issues a receipt along. 6.2.  Client is entitled to refuse the issuance of the receipt only in case if ZOA fails to deliver all items described in the Offer or if the quality of the final deliverables does not meet the general standards displayed on zoa3d.com. 6.3.  Individual comments given by Client referring to non-material properties of the Services do not establish basis to receive the Documentation as failing to comply with the Agreement. 6.4.  Parties agree that in case of objections regarding quality or quantity as described in 6.2. Client has to list and describe their objections within 7 days of the final delivery and In Writing, and call ZOA to perform in compliance with this Agreement, along with the specification of a reasonable grace period. 6.5.  If Client fails to notify ZOA In Writing within 7 days after delivery, the Documentation is then deemed accepted and ZOA is entitled to issue their invoice accordingly.

7.  During the timeframe of the present Contract, Parties shall mutually co-operate in order that the interests of both Contracting Parties are enforced appropriately. Parties agree to record any and every important information In Writing throughout the whole process.

III: Payment and delivery terms

1.1.  Client shall wire the total service fee or its predetermined installments within the deadlines outlined in the PO and indicated on the invoice(s) or pro-forma invoice(s) issued by ZOA, to the bank account of ZOA as indicated on the invoice(s) or pro-forma invoice(s). 1.2.  Client is not entitled to any kind of deduction except for indemnification for late delivery as agreed in Section IV.

2.1.  If a depositary payment is delayed ZOA is entitled to terminate the Project and refuse any further orders of the Client. 2.2.  If an installment or the total service fee is delayed, ZOA is entitled to suspend the fulfillment of the Contract or and refuse any modifications of the Documentation. Client shall pay a late interest of 5% per annum to ZOA for the days of delay. After 15 days of delay, ZOA is entitled to terminate this Agreement and demand reimbursement for damages. 2.3.  Rights described in 2.2. will not limit or modify any other rights / remedies provided by this Agreement or by the law to ZOA

IV: Indemnification

1. If ZOA fails to deliver the Documentation until the last day of the 5-day long grace period after the deadline agreed in the Quotation and/or PO then ZOA shall pay damages to the Client. Parties agree that late delivery according to Section II. 2.1., and 4.4. will not entitle Client to receive any kind of indemnification. Delivery date agreed in the Offer and/or PO. might only be revised In Writing

2.  Indemnification is 1,5 % of the service fee of the delayed delivery for each day of delay until and including the day of delivery if the delay is triggered by the actionable conduct of ZOA. First day of delay is the first day after the grace period. Maximum indemnification cannot exceed 15 %. Indemnification can be deducted from the service fee. Client may transfer the deducted amount to the bank account of ZOA.

3.  Client is entitled to terminate the present Agreement with a Written notice without setting a new time limit or grace period after 15 days of delay due to the fault of ZOA.

4.1.  Parties further agree that Client will be bound by unlimited liability with regards to any image, text or other data delivered by Client or its intermediary to ZOA used directly or indirectly in the Documentation. Parties agree if the former use results in the invasion of right of privacy or publicity, infringement of patents, trademarks, copyrights, defamation of character or invasion of any other right by any third person and is not attributable to ZOA’s fault, Client will indemnify and hold ZOA harmless from and against any claims, demands, loss, legal costs– including reasonable attorneys’ fees – or any other action resulting out of the use. 4.2.  ZOA will be bound by the same unlimited liability with regards to any image, text or other data used directly or indirectly in the Documentation and accessed from a source independent of the Client. Parties agree if the former use results in the invasion of right of privacy or publicity, infringement of patents, trademarks, copyrights, defamation of character or invasion of any other rights by any third person and is not attributable to Client’s fault, ZOA will indemnify and hold Client harmless from and against any claims, demands, loss, legal costs– including reasonable attorneys’ fees – or any other action resulting out of the use.

V: Intellectual rights

1. Both Parties retain the full ownership and rights to their respective names, brands, and other intellectual property rights.

2.1.  ZOA grants Client the right of use of the Documentation for unlimited time and without geographical restrictions as follows: 2.2.  Client has right to keep and use as many copies of the Documentation as required for any business / legal process regarding the design / construction / use / tenancy / selling / property management of the Project displayed in the Documentation. Client has the right to keep copies for permanent records. 2.3.  Client has right to sell or assign the Documentation to a third party with respect to the above mentioned. 2.4.  Parties agree that royalty of the Documentation is included in service fee. 2.5.  ZOA may not use the Documentation as part the Documentation of another Project – neither in part nor in full. This provision does not apply to models of furniture, accessories and lamps that are sold via common trade. 2.6.  ZOA retains the right to use the Documentation as reference as of 270 days after delivery without any further restrictions. Within the 270 days ZOA may only use the Documentation as reference upon Written permission of the Client. 2.7.  According to this Agreement ZOA may use the Documentation as a reference in digital format on its own website, on a professional website, or on a professional social media page. ZOA may use the Documentation as a reference in printed format in its own portfolio and marketing materials.

3.1.  All the above-mentioned rights regarding the Documentation shall be transferred to Client simultaneously with the payment of the total service fee as described in the Offer and/or PO. 3.2.  Client acquires no right of the said deliveries before the payment of the total service fee except for keeping copies of the Documentation for the sole purpose of reviewing them and co-operating with ZOA in producing the Documentation.

4.1.  Parties are mutually obligated to readably display each other’s names and/or company names and/or website addresses and their roles in the creation of the Documentation when using the Documentation in any manner. 4.2.  To white label the Documentation for display (real-life presentation or online publishing) ZOA has the right to charge a reasonable white labeling fee, if such requirement is made known by Client after starting the Project.

5.  The provisions of this Section V. survive for 10 years after signing the Quotation and/or PO page regardless of when, how and why the Contract is terminated.

VI: Confidentiality

1.1.  Parties agree to treat as confidential information all data (plans, parts of plans, images, models, documents, and any part thereof and personal data) communicated to each other in connection with the Project. 1.2.  Any direct or indirect information / documents regarding the business operation, management or clients of the Contracting Parties is deemed confidential. Parties agree that the whole content of the present Agreement is covered by the same confidentiality. 1.3.  Under the present Agreement confidential information transferred between Parties before or after the execution of the present Contract shall be kept confidential independent of the means of the presentation (mail, email, Skype, Viber etc.). 1.4.  Contracting Parties shall take every necessary security precaution to protect the confidential information from theft, unauthorized examination or passing on to a third Party – with the exception of additional contractual participants involved in the performance in line with this Contract. 1.5.  This restriction does not apply to information that was publicly available independently of this Agreement or that must be provided pursuant to a final judicial decision.

VII: General and final provisions

1.  The accidental invalidity of any of the sections of the present Contract is without prejudice to the validity of the entire Contract. With regards to the sections which are null and void or issues not regulated in this Contract the provisions of the Hungarian law shall apply.

2.  If Client and ZOA mutually agree to override any condition or provision outlined in this General Terms and Conditions document, the deviating provision can and must be indicated in the appropriate section of the PO page to become legally binding and to overrule the conditions and provisions of this General Terms and Conditions.

3.  By the signature of the Quotation and/or the PO Page this General Terms and Conditions together with the Quotation and the PO page become the governing document for the cooperation between Client and ZOA.

4.  Rights and obligations outlined in their Agreement shall not be assignable by either party without the prior Written consent of the other party hereto. No assignment of this Agreement shall be valid until this Receipt is assumed by the assignee.

5.1.  Parties accept and consider the digital signature service of HelloSign (hellosign.com) or any similar service to be equivalent in all respects to the traditional paper-based, pen-signed Contract. This Contract is also authenticated using HelloSign: by signing the Quotation / PO Page presented by ZOA to Client. 5.2.  Parties agree that a valid legal statement in connection with the performance of the Contract, request for instructions or giving instructions may be made In Writing. 5.3.  Statements regarding the Contract addressed to each other (notice, withdrawal) shall be deemed to have been communicated to the other party 5 days after the sending of the registered mail addressed to the respective registered office of the parties or 5 days after the sending of the email addressed to the contact email address specified in the Offer and/or PO Page.

6.  Parties shall try to settle any possible disputes between them by mutual agreement. If such negotiations are unsuccessful, Parties agree to request independent advisors if examination of the Documentation might lead to an agreement. Parties agree to share any occurring fees of such independent examinations identically.

7.  By signing the appropriate Offer or PO page Client confirms that they have agreed to the content of the present Agreement in good faith, understanding and considering each provision, Parties hereby waive their right to challenge this Agreement. Parties read this Agreement, understood its content, and consider it to be in accordance with their will in all respects.