(1) MODUNITE LTD incorporated and registered in England and Wales with company number 13142659 whose registered office is at Suite 5, 10 Churchill Square, West Malling, Kent, ME19 4YU (Modunite).
(2) Modunite Ltd incorporated and registered in England and Wales with company number 13142659 whose registered office is at Suite 5 , 10 Churchill Square, West Malling, ME19 4YU (Client).
(A) Modunite is in the business of providing CGI and 3D visualisations of properties and building projects.
(B) The Client wishes to obtain, and Modunite wishes to provide, the Services from time to time and where such Services are provided, it shall be on the terms set out in this Agreement.
1.1. The following definitions and rules of interpretation apply in this Agreement:
Business Day – a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges – the sums payable by the Client for the provision of the Services in accordance with clause 6.
Client Materials – all drawings, designs, documents, information, items and other materials in any form, whether owned by the Client or a third party, which are provided by the Client to Modunite in connection with the Works, including the items provided pursuant to clause 5.1.3.
Data Protection Laws – all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Deliverables – the CGI and 3D visualisations and any other documents, materials and output of the Services to be provided by Modunite to the Client in relation to the Services.
Intellectual Property Rights – copyright and related rights, moral rights, rights in designs, rights in computer software, rights to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services – the services as set out in Schedule 1 or otherwise agreed in writing from time to time.
Standard Charges – the standard charges for the Services as set out in Schedule 1 as varied from time to time in accordance with clause 6.3.
Statement of Work – the description of the specific Services to be provided by Modunite, the time for their performance and other related mattters in the form (or substantially in the form) set out in Schedule 2, agreed in writing in accordance with clause 3.
VAT – value added tax chargeable in the UK.
Works – the Services which are to be provided by Modunite under a Statement of Work, including services which are incidental or ancillary to the Works.
1.2. Clause and Schedule headings shall not affect the interpretation of this Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. The Schedules and all Statements of Work form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and all Statements of Work.
1.5. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to another gender.
1.7. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.8. A reference to writing or written includes email but not fax.
1.9. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10. A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied or novated from time to time.
1.11. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1. This Agreement shall commence on the date of this Agreement and shall continue, unless terminated earlier in accordance with clause 11, until either party gives to the other party written notice to terminate. Such notice shall expire on the completion of all Statements of Work entered into before the date on which it is served.
2.2. If there are no uncompleted Statements of Work as at the date notice to terminate is served under clause 2.1 such notice shall terminate this Agreement with immediate effect.
2.3. The parties shall not enter into any further Statements of Work after the date on which notice to terminate is served under clause 2.1.
3.1. If the Client wishes to instruct Modunite to provide Works, it shall notify Modunite in writing following which Modunite shall produce a Statement of Work. The Client shall ensure that the terms of the Statement of Work are complete and accurate.
3.2. The Client’s request to provide Works shall only be deemed accepted when Modunite issues a written Statement of Work following which the Statement of Work shall become binding on both parties. Modunite shall provide the Works from the date specified in the relevant Statement of Work.
3.3. No variation of the Statement of Work shall be effective unless it is in writing and agreed by the parties (or their authorised representatives).
3.4. Each Statement of Work shall be part of this Agreement and shall not form a separate contract to it.
3.5. Any samples, descriptive matter or advertising issued by Modunite and any descriptions of the Services contained on Modunite’s website or advertising materials are provided or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Agreement nor have any contractual force.
4.1. Modunite shall use reasonable endeavours to provide the Works and deliver the Deliverables to the Client in accordance with the relevant Statement of Work in all material respects.
4.2. Modunite shall:
4.2.1. provide the Services using reasonable care and skill;
4.2.2. use reasonable endeavours to meet any performance dates specified in a Statement of Work but any such dates shall be estimates only and time for performance by Modunite shall not be of the essence of this Agreement;
4.2.3. on request provide progress reports and such information as the Client reasonably requires in relation to the Works;
4.2.4. comply with any additional responsibilities of Modunite as set out in the relevant Statement of Work.
5.1. The Client shall:
5.1.1. co-operate with Modunite in all matters relating to the Works;
5.1.2. provide Modunite, its employees, agents, subcontractors and consultants, in a timely manner and at no charge, access to the Client’s data and other facilities as reasonably required by Modunite;
5.1.3. provide to Modunite in a timely manner all documents, information, photographs and materials in any form (whether owned by the Client or a third party) reasonably required by Modunite in connection with the Works and ensure that they are accurate and complete. The Client shall be solely responsible for the accuracy of all information it provides to Modunite;
5.1.4. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Modunite to provide the Works and use the Client Materials;
5.1.5. inform its client that the Deliverables are for illustrative purposes only and shall not use the Deliverables to misrepresent the project to its client. The Client shall indemnify Modunite against all liabilities, costs, expenses, damages or losses (including legal costs (calculated on a full indemnitybasis)) suffered or incurred by Modunite arising out of the Client’s breach of this clause 5.1.5, including any claim made against Modunite by the Client’s client or another third party; and
5.1.6. comply with any additional responsibilities of the Client as set out in the relevant Statement of Work.
5.2. If Modunite’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or failure by the Client to perform any relevant obligation (Client Default):
5.2.1. without limiting or affecting any other right or remedy available to it, Modunite shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Modunite’s performance of any of its obligations;
5.2.2. Modunite shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Modunite’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
5.2.3. the Client shall reimburse Modunite on written demand for any costs or losses sustained or incurred by Modunite arising directly or indirectly from the Client Default.
6.1. In consideration of the provision of the Works by Modunite, the Client shall pay the Charges.
6.2. The Charges shall be the Standard Charges as set out in Schedule 1, unless otherwise set out in the Statement of Work or such other price as agreed between the parties in writing.
6.3. Modunite may increase the Standard Charges from time to time for Services to be provided under Statements of Work issued after such notice. If the Client does not agree to any such increase, it may terminate the Agreement in accordance with clause 2.1.
6.4. Modunite reserves the right to increase the price of the Services, by giving notice to the Client at any time before completion of the performance of such Services, to reflect any increase in the cost of the Services to Modunite that is due to any delay caused by any instructions of the Client or failure of the Client to give Modunite adequate or accurate information or instructions in respect of the Services.
6.5. The Statement of Work shall state when the Client is to pay for the Works. Otherwise, Modunite shall invoice the Client on completion of the Works under the relevant Statement of Work. The Client shall pay each invoice submitted by Modunite within 14 days of the date of the invoice, in full and cleared funds, to the bank account nominated in writing by Modunite.
6.6. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Modunite any sum due under this Agreement on the due date:
6.6.1. the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, as well as debt recovery costs incurred by Modunite. Interest under this clause will accrue each day at 4% a year above the Bank of England’s bank rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
6.6.2. Modunite may suspend part or all of the Services until payment has been made in full.
6.7. All sums payable to Modunite under this Agreement:
6.7.1. are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
6.7.2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.1. In relation to the Deliverables:
7.1.1. Modunite shall retain ownership of all IPRs in the Deliverables, excluding the Client Materials, and asserts its moral rights to be identified as the author of all such work. In respect of each Deliverable provided by Modunite to the Client in relation to the Services, the Client shall not delete or remove Modunite’s logo or any notice acknowledging Modunite as author of the Deliverable and owner of all IPRs in the Deliverable;
7.1.2. subject to clause 7.3, Modunite grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Works and the Deliverables in the course of the project to which the Deliverables relate. Such Deliverables may not be used for reproduction of the design for any part of any extension of that project and/or for any other project except with the prior written consent of Modunite and on payment of a licence fee to Modunite; and
7.1.3. the Client shall not, without the prior written consent of Modunite, sub-license, assign or otherwise transfer the rights granted in clause 7.1.2, save that the Client shall be permitted to sub-licence such rights to the relevant client of the Client for whom the Works have been performed without the prior written consent of Modunite. If the Deliverables are used by third parties for any reason, with or without the consent of Modunite, that third party shall be responsible for checking the accuracy of all dimensions, details and other information shown so as to satisfy themselves as to its accuracy.
7.2. The Client shall grant to Modunite, or shall procure the direct grant to Modunite, a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Client Materials for the term of this Agreement for the purpose of providing the Works to the Client.
7.3. If at any time the Client is in default of payment of Charges or other amounts due under this Agreement, the licence granted under clause 7.1.2 shall cease immediately and automatically. Use of the licence may be resumed on receipt by Modunite of such outstanding amounts.
7.4. This clause 7 shall survive termination or expiry of this Agreement.
8.1. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.
8.2. Modunite will use the Client’s personal information to register the Client as a client and provide its services to the Client in accordance with Modunite’s privacy policy, a copy of which is available on Modunite’s website or on request. Without prejudice to the generality of clause 8.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Modunite for the duration and purposes of this Agreement.
9.1. Each party undertakes that it shall not at any time during the term of this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 9.2.1.
9.2. Each party may disclose the other party’s confidential information:
9.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
9.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3. No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
9.4. This clause 9 shall survive termination or expiry of this Agreement.
10.1. References to liability in this clause 10 include every kind of liability arising under or in connection with this Agreement including liability in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise.
10.2. The CGI and 3D visualisations and all other Deliverables provided by Modunite to the Client in relation to the Services are intended for illustrative purposes only and to provide any approximate image of the finished project. The Deliverables should not be relied on by any contractors involved in the construction of the project to which the Deliverables relate. Nothing in this Agreement shall constitute any representation or warranty that the Deliverables are accurate, complete or shall result in the successful completion of the Client’s project.
10.3. Nothing in this Agreement limits or excludes any liability which cannot legally be limited or excluded by law, including liability for:
10.3.1. death or personal injury caused by negligence;
10.3.2. fraud or fraudulent misrepresentation; and
10.3.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.4. Subject to the other provisions of this clause 10, Modunite’s total liability to the Client for any loss or damage in respect of any Works shall not exceed the Charges paid by the Client to Modunite in respect of those Works pursuant to this Agreement and the relevant Statement of Work.
10.5. Subject to the other provisions of this clause 10, Modunite shall not be liable to the Client for any loss or damage arising out of or in connection with loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.
10.6. Save as expressly provided in this Agreement, all terms, conditions, representations and warranties implied by law are, to the fullest extent permitted by law, excluded from this Agreement.
10.7. This clause 10 shall survive termination or expiry of this Agreement.
11.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
11.1.1. the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so;
11.1.2. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
11.1.3. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.1.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
11.1.5. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
11.2. Without affecting any other right or remedy available to it, Modunite may terminate this Agreement with immediate effect by giving written notice to the Client:
11.2.1. if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
11.2.2. the Client, being an individual, is the subject of a bankruptcy petition.
11.3. On termination of this Agreement pursuant to clause 11.1, clause 11.2 or clause 12, all existing Statements of Work shall terminate automatically.
11.4. On termination or expiry of this Agreement the Client shall immediately pay to Modunite all of Modunite’s outstanding unpaid invoices and interest and, in respect of the Works supplied but for which no invoice has been submitted, Modunite may submit an invoice, which shall be payable by the Client immediately on receipt.
11.5. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.
11.6. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
12.1. 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.
12.2. The parties acknowledge and agree that no force majeure event shall prevent or delay the Client from paying all sums under this Agreement on time and the Client shall not be able to rely on clause 12 to extend any due date for payment.
Modunite shall have the right to publish CGI and 3D visualisations and any other Deliverables it has produced relating to the Client’s project on Modunite’s website, social media platforms and in any other marketing publications or magazines.
14.1. Modunite may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights and obligations under the Agreement.
14.2. The Client shall not assign, transfer, charge, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Modunite.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1. 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 right or remedy.
16.2. 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 any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
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 to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted, and the validity and enforceability of the rest of this Agreement shall not be affected.
19.1. 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.
19.2. Each party agrees that it 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 it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
If there is an inconsistency between any of the provisions of this Agreement and the provisions of a Statement of Work, the provisions of the Statement of Work shall prevail.
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
23.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the following email address:
23.1.1. in the case of Modunite, will@modunite.com, for the attention of William Clarke and with a copy to james@modunite.com; and
23.1.2. in the case of the Client, 31.24.217.91, for the attention of James Robertson.
23.2. Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside the hours of 9.00am to 5.00pm Monday to Friday in the place of receipt, at 9.00am on the next Business Day, provided always that a delivery or read receipt is received by the sender.
23.3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24.1. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
24.2. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
This document has been executed and is delivered and takes effect on the date stated at the beginning of it.
1.1 Modunite provides architectural visualisation services, and delivers digital media to the customer through its online platform hosted at portal.modunite.com.
1.2 Modunite charges for the services provided, notified through quotation, provided to the customer, which are valid for 30 days from the date of issue
1.3 Modunite reserves the right to adjust the charges for the services from time to time, which will be detailed in each quotation.
1.4 Modunite will detail services provided for each project in a Statement of Works, after payment has been received.
1.5 Requests outside of Quoted Service Offering
1.5.1 Modunite bears no responsibility to complete any works requested by The Client, that fall outside of the service detailed in the Statement of Works.
1.5.2 Modunite has the right to choose to complete any works that fall outside of the statement of Works, in which case Modunite will provide a quotation to The Client to complete.
Terms defined in this Statement of Work shall have the same meaining as set out in the Agreement.
1. Works: CGI Visualisations (imagery and video-walkthroughs) of existing and potential domestic properties.
2. Timetable: The due date is provided within the quotation for each project.
3. Deliverables: Exact deliverables will be precisely identified within each quotation, and refer directly back to the deliverables mentioned in services and standard charges (page 13)
4. Charges: Exact charges will be precisely identified within each quotation, and refer directly back to the deliverables mentioned in services and standard charges (page 13)
5. Other information/contractual terms: Nil
