SEEDTECH Studios Ltd - Terms and Conditions (Last Updated 20 May 2025)
 

1. Definitions:

1.1. "Agreement" means these Terms and Conditions together with the Quotation.

1.2. "Client" means the individual or entity purchasing services from SEEDTECH Studios Ltd.

1.3. "SEEDTECH Studios Ltd" (or "we," "us," "our") means SEEDTECH Studios Ltd, a company registered in England and Wales under company number 02089042, having its registered office at 37 Sandpiper Crescent, Malvern, Worcestershire, WR14 1UY.
1.4. "Quotation" means the written document provided by SEEDTECH Studios Ltd to the Client outlining the proposed Project scope, Deliverables, timeline, and fees.
1.5. "Project" means the 3D visualisation work to be undertaken by SEEDTECH Studios Ltd for the Client as described in the Quotation.
1.6. "Deliverables" means the outputs of the Project, as specified in the Quotation (e.g., 3D models, renders, animations, interactive walkthroughs).
1.7. "Intellectual Property Rights" (IPR) means copyright, design rights (registered and unregistered), patents, trademarks, database rights, and all other intellectual property rights and similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. Interpretation:

 

2.1. The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.2. Words importing the singular shall include the plural and vice versa.

2.3. References to persons shall include individuals, bodies corporate, unincorporated associations, partnerships, and any other legal entity.

 

3. Basis of Agreement:

 

3.1. The Quotation constitutes an invitation to treat. No agreement shall come into existence until the Client accepts the Quotation, either by written confirmation or by making the initial payment as outlined in the Quotation.
3.2. By accepting the Quotation, the Client agrees to be bound by these Terms and Conditions.
3.3. In the event of any conflict between these Terms and Conditions and the Quotation, the terms of the Quotation shall prevail unless expressly stated otherwise in writing and signed by a director of SEEDTECH Studios Ltd.

 

4. Project Scope and Changes:

 

4.1. The scope of the Project shall be as set out in the Quotation. Any deviation from the agreed scope requested by the Client after the commencement of the Project shall be considered a Change Request.
4.2. All Change Requests must be submitted by the Client to SEEDTECH Studios Ltd in writing, detailing the proposed changes.

4.3. SEEDTECH Studios Ltd shall evaluate each Change Request and provide the Client with a written estimate of any additional fees, changes to the project timeline, and any other implications of the requested changes.

4.4. SEEDTECH Studios Ltd reserves the right to refuse Change Requests that are deemed to be outside the company’s capabilities, technically unfeasible, or that fundamentally alter the nature of the Project.

4.5. Work on any approved Change Request shall only commence upon the Client's written acceptance of SEEDTECH Studios Ltd's revised quotation for the additional work.

4.6. Unless explicitly stated otherwise in the Quotation, the Project includes one (1) round of minor revisions following the Client’s review of the Stage 1 Deliverables (typically an untextured white 3D model). These revisions are intended for minor adjustments to the model's form, layout, and spatial relationships and do not include significant alterations to the original design concept or scope.

4.7. Any requests for revisions beyond the initial complimentary round, or revisions that constitute a significant change to the original Project scope (as determined solely by SEEDTECH Studios Ltd), shall be subject to additional charges at SEEDTECH Studios Ltd's standard rates, which will be quoted to the Client for approval before work commences.

 

5. Deliverables and Approval Process:

 

5.1. SEEDTECH Studios Ltd shall use reasonable endeavours to create the Deliverables in accordance with the specifications outlined in the Quotation.

5.2. The Project may be delivered in stages as outlined in the Quotation. The Client shall review each stage and provide feedback to SEEDTECH Studios within 10 days of receipt.

5.3. Formal approval of each stage, particularly Stage 1 and the final Deliverables, shall be provided by the Client in writing (including email).

5.4. If the Client fails to provide feedback or approval within the specified timeframe, SEEDTECH Studios Ltd reserves the right to deem the relevant stage as approved.

5.5. Upon final approval of the Deliverables and receipt of full payment, the final versions of the Deliverables, without watermarks, will be provided to the Client in the agreed format(s).

 

6. Fees and Payment Terms:

 

6.1. The Total Project Fee is as specified in the Quotation.

6.2. VAT shall be charged at the prevailing UK rate on the Total Project Fee.

6.3. The Client shall pay the Total Project Fee in accordance with the payment schedule outlined in the Quotation (either 2-Part or 3-Part).

6.4. Invoices will be issued by SEEDTECH Studios at the completion of each payment stage.

6.5. Payment of each invoice shall be due within 14 days of the date of the invoice (the "Due Date").

6.6. All payments shall be made in pounds sterling (£ GBP) by bank transfer to the account details provided by SEEDTECH Studios Ltd on the invoice, quoting the invoice number as the payment reference.

6.7. Time for payment shall be of the essence. No work on subsequent stages of the Project will commence, and final Deliverables will not be released, until all outstanding invoices have been paid in full.

 

7. Late Payment:

 

Without prejudice to any other rights or remedies of SEEDTECH Studios Ltd, if any sum payable under this Agreement is not paid on or before the Due Date, SEEDTECH Studios Ltd shall be entitled to:

7.1. Charge interest on the outstanding balance at the rate of 8% per annum above the Bank of England's base rate from time to time, accruing daily from the Due Date until the date of actual payment, whether before or after judgment.

7.2. Suspend all further work on the Project until the outstanding amount, including accrued interest, is paid in full. Any delays caused by the suspension of work due to late payment shall not be the responsibility of SEEDTECH Studios Ltd and may result in revisions to the project timeline.

7.3. Recover all reasonable costs and expenses incurred in pursuing the debt, including but not limited to legal fees and debt collection agency charges.

 

8. Intellectual Property Rights:

 

8.1. All Intellectual Property Rights in and to the pre-existing materials of SEEDTECH Studios Ltd and any software, tools, or methodologies used in the creation of the Deliverables shall remain the sole property of SEEDTECH Studios Ltd.

8.2. All Intellectual Property Rights in and to the source files, working files, and any preliminary materials created by SEEDTECH Studios Ltd during the Project shall remain the property of SEEDTECH Studios Ltd until full payment of the Total Project Fee (including VAT) has been received by SEEDTECH Studios Ltd.

8.3. Upon receipt of full payment of the Total Project Fee (including VAT), SEEDTECH Studios Ltd grants the Client a non-exclusive, non-transferable license to use the final Deliverables solely for the Client's internal business purposes, including but not limited to marketing materials, website display, presentations, and print media, for the promotion of the project described in the Quotation. This license is granted for use in any country. This license does not permit the Client to resell, redistribute, modify (except for resizing or minor adjustments for the intended use), or create derivative works from the Deliverables for commercial gain by third parties without the prior written consent of SEEDTECH Studios Ltd.

8.4. The Client acknowledges and agrees that the license granted under Clause 8.3 does not confer any rights of ownership in the Intellectual Property Rights of the Deliverables. The Client shall not, without the prior written consent of SEEDTECH Studios Ltd: 8.4.1. Modify, adapt, translate, reverse engineer, decompile, or disassemble the Deliverables (except to the extent expressly permitted by applicable law). 8.4.2. Sub-license, assign, or otherwise transfer the license granted under Clause 8.3 to any third party. 8.4.3. Use the Deliverables for any purpose other than the Agreed Usage. 8.5. SEEDTECH Studios Ltd retains the right to display the Deliverables in its portfolio, website, social media channels, and other promotional materials for the purposes of showcasing its work, unless the Client specifically requests otherwise in writing and such request is agreed upon in writing by a director of SEEDTECH Studios Ltd. Any such agreement may be subject to additional fees.

 

9. Client's Warranties and Responsibilities:

 

9.1. The Client warrants that all information, materials, and assets (including but not limited to architectural plans, specifications, branding guidelines, and trademarks) provided to SEEDTECH Studios Ltd for use in the Project are accurate, complete, and do not infringe the Intellectual Property Rights or any other rights of any third party.

9.2. The Client shall be solely responsible for obtaining all necessary consents, permissions, and licenses for the use of any third-party materials provided to SEEDTECH Studios Ltd.

9.3. The Client shall provide timely and constructive feedback and approvals as required for the Project to progress according to the agreed timeline. Delays in providing feedback or approvals may result in adjustments to the project schedule, for which SEEDTECH Studios Ltd shall not be held responsible.

 

10. Confidentiality:

 

10.1. Both parties undertake that they will not at any time disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the other party or of any member of their respective groups, except as permitted by Clause 10.2.

10.2. Each party may disclose the other party's confidential information: 10.2.1. To its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, or advisers to whom it discloses the other party's confidential information comply with this Clause 10. 10.2.2. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

10.3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement.

10.4. The obligations of confidentiality under this Clause 10 shall survive the termination of this Agreement.  

 

11. Data Protection:

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11.1. Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018, in relation to any personal data processed under this Agreement.

11.2. Details regarding how SEEDTECH Studios Ltd collects, uses, shares, and protects your personal data, including information related to project files and the use of third-party service providers, are set out in our Privacy Policy.

11.3. By opting for the Premium Interactive Hosting Service (as detailed in the Quotation), the Client expressly acknowledges and agrees that: 11.3.1. SEEDTECH Studios Ltd will upload the Client's 3D project files (including architectural plans, models, and associated assets) to a trusted third-party cloud streaming provider (e.g., Arcware) for the sole purpose of delivering the interactive hosting service. 11.3.2. This data will be processed and stored by such third-party provider in accordance with the terms outlined in SEEDTECH Studios Ltd's Privacy Policy. 11.3.3. SEEDTECH Studios Ltd will ensure appropriate data protection measures and contractual agreements are in place with any third-party providers to safeguard the Client's data and comply with data protection laws.

11.4. The specific obligations of each party with respect to data protection will be as set out in the Privacy Policy and a separate Data Processing Agreement if required by the nature or scale of the Project or personal data involved.

 

12. Warranty and Disclaimer:

 

12.1. SEEDTECH Studios Ltd warrants to the Client that the Services will be performed with reasonable skill and care and in accordance with generally recognised commercial practices and standards.

12.2. The Deliverables will substantially conform to the specifications outlined in the Quotation upon final delivery.

12.3. Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

12.4. SEEDTECH Studios Ltd does not warrant that the Deliverables will be error-free or fit for any specific purpose other than that expressly stated in the Quotation. The Client acknowledges that 3D visualisations are inherently visual and subjective in nature, and minor variations from expectations may occur.   

 

13. Limitation of Liability:

 

13.1. Nothing in this Agreement shall limit or exclude either party's liability for: 13.1.1. Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable). 13.1.2. Fraud or fraudulent misrepresentation. 13.1.3. Any other liability which cannot be limited or excluded by applicable law.

13.2. Subject to Clause 13.1, SEEDTECH Studios Ltd's total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the Total Project Fee paid by the Client to SEEDTECH Studios Ltd under this Agreement.

13.3. Subject to Clause 13.1, SEEDTECH Studios Ltd shall not be liable to the Client for: 13.3.1. Any indirect, special, consequential, or punitive loss or damage. 13.3.2. Loss of profits. 13.3.3. Loss of business. 13.3.4. Loss of goodwill. 13.3.5. Loss of anticipated savings. 13.3.6. Loss of use. 13.3.7. Loss or corruption of data or information. 13.3.8. Any costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

13.4. The Client acknowledges and agrees that the limitations of liability set out in this Clause 13 are reasonable and reflect the commercial basis on which the Agreement has been entered into.  

 

14. Termination:

 

14.1. Either party may terminate this Agreement by written notice to the other party if the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.

14.2. SEEDTECH Studios Ltd may terminate this Agreement with immediate effect by giving written notice to the Client if: 14.2.1. The Client fails to pay any amount due under this Agreement on the Due Date. 14.2.2. The Client becomes insolvent or bankrupt, is the subject of a petition for winding up, has a receiver or administrator appointed over its assets, or enters into any arrangement with its creditors.

14.3. Upon termination of this Agreement for any reason: 14.3.1. In the event of cancellation by the Client: a. The initial payment made by the Client shall be non-refundable. b. If cancellation occurs during the development of Stage 1 or Stage 2, the Client shall be liable to pay SEEDTECH Studios Ltd for the number of days worked on the Project up to the date of cancellation at a rate of £300 per day. This charge will be in addition to the non-refundable initial payment if the total value of work completed exceeds that amount. c. The Client shall immediately pay to SEEDTECH Studios Ltd any outstanding invoices for completed work and any interest accrued thereon, up to the date of cancellation. 14.3.2. In the event of termination by the Client for SEEDTECH Studios Ltd's material breach, the Client shall only be liable to pay for the portion of the Services completed up to the date of termination. Any initial payment may be refundable in this specific circumstance, subject to review. 14.3.3. In the event of termination by SEEDTECH Studios Ltd due to the Client's breach (including non-payment), the Client shall be liable to pay for all work completed up to the date of termination, as well as any reasonable costs and expenses incurred by SEEDTECH Studios Ltd as a result of the termination. The initial payment shall be non-refundable in this instance. 14.3.4. Any licenses granted to the Client under Clause 8 shall immediately terminate. 14.3.5. Each party shall return or (at the other party's option) destroy all confidential information belonging to the other party in its possession or control.    

 

15. Force Majeure:

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15.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control (a "Force Majeure Event").

15.2. The affected party shall promptly notify the other party in writing of the nature and extent of the Force Majeure Event and shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.

15.3. If the Force Majeure Event prevents, hinders, or delays SEEDTECH Studios Ltd's performance of its obligations for a continuous period of more than 60 days, the Client may terminate this Agreement by giving written notice to SEEDTECH Studios Ltd. Similarly, if the Force Majeure Event prevents, hinders, or delays the Client's performance of their obligations (such as providing necessary materials or approvals) for a continuous period of more than 60 days, SEEDTECH Studios Ltd may terminate this Agreement by giving written notice to the Client.

 

16. Notices:

 

16.1. Any formal notice given under this Agreement by the Client to SEEDTECH Studios Ltd shall be in writing and may be sent by email to info@seedtech.co.uk. Alternatively, notices can be sent by pre-paid first-class post or recorded delivery to the registered office of SEEDTECH Studios Ltd at 37 Sandpiper Crescent, Malvern, Worcestershire, WR14 1UY, England, UK.

16.2. Any formal notice given under this Agreement by SEEDTECH Studios Ltd to the Client shall be in writing and may be sent by email to the email address provided by the Client during the quotation or project initiation process. Alternatively, notices can be sent by pre-paid first-class post or recorded delivery to the Client's principal place of business or registered office (if provided).

16.3. An email notice shall be deemed to have been received at the time of sending, provided that no delivery failure notification is received by the sender. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at 9.00 am on the second business day after posting.

16.4. This Clause 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, which must be served in accordance with the relevant rules of court or procedure.

 

17. Assignment and Subcontracting:

 

17.1. The Client shall not, without the prior written consent of SEEDTECH Studios Ltd, assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement.

17.2. SEEDTECH Studios Ltd may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement. 

 

18. Entire Agreement:

 

18.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

18.2. Each party acknowledges that in entering into this Agreement it has not relied on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only rights and remedies in respect of the subject matter of this Agreement are those provided for in this Agreement.  

 

19. Third Party Rights:

 

19.1. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

 

20. Governing Law and Jurisdiction:

 

20.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

20.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 

 

21. Severability:

 

21.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 21 shall not affect the validity and enforceability of the rest of this Agreement.

 

22. Waiver:

 

22.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

22.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such a right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

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23. Archiving and Data Retention:

 

23.1. SEEDTECH Studios Ltd shall retain client Project files and final Deliverables for a period of nine (9) months from the date of final Project completion and full payment. This retention period is provided to allow for client access for minor adjustments or re-downloads as agreed.

23.2. After this nine (9) month period, SEEDTECH Studios Ltd is under no obligation to retain Project files or Deliverables and may delete them without further notice.

23.3. Any requests for access to, or recreation of, Deliverables or Project files beyond the specified nine (9) month retention period may incur additional charges, and retrieval cannot be guaranteed.