Terms and Conditions Avem3D – Version April 2025

Definitions and Applicability
Quotations and Formation of the Agreement
Provision of Information and Cooperation by Client
Execution of the Assignment
Changes and Additional Work
Duration of the Agreement and Deadlines
Rates, Invoicing, and Payment
Online Portal, Accounts, and Security
Retention of Title and Intellectual Property
Privacy & Data Protection (GDPR)
Inspection, Complaints, and Warranties
Suspension, Dissolution, and Termination
Liability and Indemnification
Force Majeure
Confidentiality
Applicable Law and Dispute Resolution
Final Provisions and Amendments

Article 1 Definitions and Applicability

1.1 In these general terms and conditions, the following terms shall have the meanings ascribed to them below:

a) "Avem3D": the sole proprietorship Avem3D, located in Veulen, registered in the Trade Register of the Chamber of Commerce under number 84345810. For future expansion, references to personnel, auxiliary persons, or appointees also include future employees and hired third parties.

b) "Assignment": the activities agreed upon between Avem3D and the Client, including – but not limited to – performing 3D scans, creating 3D models (3D Scans), AI-generated and composite still images (AI Impressions), video renderings (3D Animations), AI-generated video clips (AI Video), online display of digital models, and all related (consulting) services.

c) "Client": any (legal) person who enters into or wishes to enter into an agreement with Avem3D.

d) "Digital Products": all files, databases, models, visualizations, images, and software code delivered by Avem3D in intangible form.

e) "Portal": the secure online environment of Avem3D where the Client can view or download Digital Products using personal login credentials.

1.2 These conditions apply to every offer from Avem3D and to all agreements concluded with Avem3D, unless the parties expressly agree otherwise in writing.

1.3 Deviations from or additions to these conditions are only valid if they have been expressly confirmed in writing by Avem3D.

1.4 The applicability of any general (purchase) conditions of the Client is expressly rejected.

1.5 If one or more provisions in these conditions are null and void or are set aside, the other provisions shall remain in full force. The parties will then consult to agree on new provisions to replace the void or set-aside ones, whereby the purpose and purport of the void or set-aside provision(s) will be retained as much as possible.

Article 2 Quotations and Formation of the Agreement

2.1 Every quotation from Avem3D is based on information provided by the Client. The Client guarantees that this information is complete and correct.

2.2 Quotations are non-binding (and may be considered an invitation to treat), valid for thirty (30) days, and only bind Avem3D if the Client accepts the quotation unchanged in writing within that period.

2.3 The prices stated in the quotation are exclusive of VAT and exclusive of additional costs (such as travel and accommodation expenses, permit and licence fees, and Portal/hosting costs), unless otherwise stated.

2.4 A combined quotation does not oblige Avem3D to perform part of the Assignment for a corresponding part of the quoted price.

2.5 Quotations do not automatically apply to future assignments.

Article 3 Provision of Information and Cooperation by Client

3.1 The Client shall provide Avem3D in a timely manner with all data, documentation, access, and licences that Avem3D reasonably requires for the correct execution of the Assignment.

3.2 If the required data is not provided in time, Avem3D has the right to suspend the execution and to charge extra costs at its usual rates.

3.3 Obtaining any flight, filming, or scanning permits and permissions from owners, authorities, or third parties is – unless otherwise agreed in writing – the responsibility of the Client.

Article 4 Execution of the Assignment

4.1 Avem3D shall execute the Assignment on a best-efforts basis, to the best of its knowledge, expertise, and the current state of the art.

4.2 Avem3D may engage third parties in the execution of the Assignment and shall exercise due care in their selection.

4.3 Work may, if agreed, be performed in phases; Avem3D may suspend subsequent phases until the Client has approved the preceding ones in writing.

4.4 If employees of Avem3D work on the Client's premises, the Client shall provide safe and reasonable facilities free of charge.

Article 5 Changes and Additional Work

5.1 Changes to the Assignment at the request of the Client may lead to adjusted planning and additional costs. Avem3D shall inform the Client of this as soon as possible.

5.2 Additional work shall be performed at the applicable rate at the time, unless the parties agree otherwise.

5.3 Changes resulting from circumstances on Avem3D's side will be carried out without additional costs.

5.4 Unless otherwise stated in the quotation, one (1) round of minor revisions to the draft design is included. "Minor revisions" are understood to mean: limited adjustments that collectively do not represent more than 2% of the quoted hours or production value.

Article 6 Duration of the Agreement and Deadlines

6.1 Agreements are entered into for the duration of the Assignment, unless otherwise agreed.

6.2 Deadlines are never fatal; in the event of exceeding a deadline, the Client shall give Avem3D written notice of default with a reasonable remedy period.

Article 7 Rates, Invoicing, and Payment

7.1 Unless a fixed price has been agreed, Avem3D shall invoice on the basis of hours spent at the agreed rate.

7.2 Avem3D is entitled to index its rates annually with effect from 1 January, based on the CPI published by Statistics Netherlands (CBS).

7.3 The payment term is fourteen (14) days after the invoice date. In the event of late payment, the Client shall be in default without notice and shall owe statutory (commercial) interest.

7.4 All reasonable judicial and extrajudicial collection costs shall be borne by the Client.

Article 8 Online Portal, Accounts, and Security

8.1 Avem3D shall provide one or more personal accounts per project for access to the Portal.

8.2 The Client is responsible for the careful use and confidentiality of login details.

8.3 Avem3D endeavours to maintain reasonable availability (uptime) but gives no absolute guarantee; temporary maintenance, malfunctions, or third-party services may limit access.

8.4 Avem3D is not liable for damage resulting from unauthorized use of accounts, unless there is intent or gross negligence on the part of Avem3D.

Article 9 Retention of Title and Intellectual Property

9.1 All intellectual property rights to Digital Products are vested in Avem3D, unless otherwise agreed in writing.

9.2 Upon full payment, the Client receives a non-exclusive, non-transferable licence to use the specifically delivered end products for the specific agreed purpose.

9.3 Raw scan data, source files, and training data remain the property of Avem3D, unless otherwise agreed in writing.

9.4 For AI-generated images, it applies that (I) the initial AI output is always manually post-processed by Avem3D (e.g., in photo or video editing software) and thus forms an original work created by Avem3D, and (II) Avem3D cannot guarantee absolute originality or flawlessness. The Client acknowledges that the images are provided for illustrative and conceptual purposes only and indemnifies Avem3D against third-party claims.

Article 10 Privacy & Data Protection (GDPR)

10.1 The parties shall process personal data in accordance with the General Data Protection Regulation (GDPR).

10.2 Avem3D acts – unless otherwise agreed – as a processor; the Client as the data controller. The parties shall enter into a data processing agreement upon request.

10.3 Avem3D implements appropriate technical and organizational measures to secure personal data.

10.4 The Client warrants that the provision and use of personal data for the Assignment is lawful.

Article 11 Inspection, Complaints, and Warranties

11.1 The Client shall report complaints about delivered services or products in writing and with reasons, no later than thirty (30) days after delivery.

11.2 In the event of justified complaints, Avem3D shall, at its own discretion, remedy the shortcoming, deliver a replacement product, or grant a reasonable discount.

Article 12 Suspension, Dissolution, and Termination

12.1 Avem3D may suspend obligations or dissolve the agreement if the Client materially fails to comply with its obligations.

12.2 Both parties may terminate the agreement in writing with a notice period of one (1) month, unless otherwise agreed.

12.3 In the event of termination by the Client, the Client shall pay for all work performed up to that point and reasonable cancellation costs.

Article 13 Liability and Indemnification

13.1 Avem3D is liable only for direct damage and up to a maximum of twice the invoice amount of the relevant Assignment, with an absolute maximum of €10,000 per claim, or – if higher – the amount paid out by the liability insurance.

13.2 Avem3D is not liable for indirect damage, consequential damage, lost profit, or damage to reputation.

13.3 The Client indemnifies Avem3D against third-party claims related to the use of products delivered by Avem3D, unless there is intent or gross negligence on the part of Avem3D.

13.4 The visualizations, 3D scans, models, and other Digital Products delivered by Avem3D are indicative and intended for presentation and conceptual purposes. No architectural, legal, or other rights can be derived from them; deviations between the digital representation and the final (construction) reality do not entitle to compensation or dissolution.

Article 14 Force Majeure

14.1 Force majeure means any circumstance independent of Avem3D's will that temporarily prevents fulfillment.

14.2 During force majeure, obligations are suspended; if the circumstances last longer than two (2) months, either party may dissolve the agreement.

Article 15 Confidentiality

15.1 The parties shall keep all confidential information secret, except when legal obligations require otherwise.

Article 16 Applicable Law and Dispute Resolution

16.1 Any agreement between Avem3D and the Client is exclusively governed by Dutch law. The Vienna Sales Convention is excluded.

16.2 The parties shall initially attempt to resolve disputes by means of mediation; in the absence of a solution via mediation, the District Court of Limburg (Rechtbank Limburg) shall have exclusive jurisdiction.

Article 17 Final Provisions and Amendments

17.1 Avem3D may amend these conditions. The amended conditions shall take effect thirty (30) days after written notification.

17.2 The Dutch text shall prevail over translations.