Terms of Service

1. Agreement to These Terms

These Terms of Service govern the relationship between you and Visual precision bim vdc LLC in connection with our website and the professional services we provide. By accessing our website, submitting a proposal request or engaging our studio, you agree to be bound by these terms. If you do not agree with them, you should not use our website or services.

Where a signed proposal, master services agreement or statement of work exists between Visual precision bim vdc LLC and your organisation, that document takes precedence over these terms to the extent of any conflict. These terms apply in all other respects and continue to apply for as long as our relationship lasts.

2. Definitions

In these terms, the words below have the meanings given here. The Company means Visual precision bim vdc LLC, registered at 21 W Sicula Rd, Vineyard - 84059-6629, United States (US). The Client means the person or organisation engaging the Company. Services means the BIM and VDC coordination activities described in a proposal or statement of work. Deliverables means the models, drawings, reports, data exports and other materials the Company issues to the Client. Project Data means all files, models, scans, drawings and information supplied by the Client or created for the project.

References to written form include email and signed electronic documents. References to days mean calendar days unless stated otherwise. Headings are provided for convenience and do not affect interpretation.

3. Scope of Services

The Company provides BIM modelling and coordination, VDC programme management, clash detection and resolution, scan to BIM conversion, content library development and project data integration. The specific scope for any engagement is set out in a written proposal or statement of work agreed by both parties before work begins.

Unless expressly stated in the agreed scope, the Services do not include architectural design, engineering design, structural certification, code compliance sign off, construction management, cost estimating or site supervision. The Company coordinates information authored by others and does not replace the professional responsibility of the designer of record for any discipline.

Any service described on the website is an indication of capability rather than a standing offer. Availability, timing and fee are confirmed only in a written proposal.

4. Proposals and Engagements

The Company issues proposals in writing that describe the scope, assumptions, exclusions, deliverables, programme and fee. A proposal remains open for the period stated in it and lapses if not accepted within that period. An engagement is formed when the Client accepts the proposal in writing or when the Company begins work at the written request of the Client.

Where the Client requires a separate master agreement, the Company will negotiate that agreement in good faith. Until it is signed, work may proceed under these terms if both parties agree in writing, and those interim arrangements remain subject to these terms.

5. Client Obligations

Successful coordination depends on timely cooperation. The Client agrees to provide accurate and complete information, to nominate a single point of contact for decisions, to supply models and drawings in the agreed formats at the agreed times and to respond to review requests within the stated period.

• Provide current and complete source information for every discipline in scope.
• Ensure that all supplied material may lawfully be shared with the Company and the project team.
• Nominate a decision maker who can approve coordination resolutions.
• Attend scheduled review sessions or send an authorised delegate.
• Notify the Company promptly of any change that affects the coordination scope.

Where the Client fails to meet these obligations, the Company may adjust the programme or the fee to reflect the additional effort required, and it will notify the Client in writing before doing so.

6. Deliverables and Standards

Deliverables are produced to the level of development, tolerances and data standards agreed in the proposal. The Company documents the assumptions on which each deliverable is based so that the Client can understand its intended use and its limitations.

Models and data are issued for the purposes stated in the proposal. A model issued for coordination is not a substitute for construction drawings, fabrication drawings or a site survey unless the proposal expressly says so. The Client is responsible for verifying that deliverables suit the purpose to which the Client puts them.

Where a deliverable depends on information from a third party, the Company is not responsible for errors in that information, though it will make reasonable efforts to detect and report apparent inconsistencies.

7. Fees and Payment

Fees are set out in the proposal and may be expressed as a fixed sum, a rate per hour or a rate per cycle. Expenses such as travel, scanning equipment hire and third party platform costs are charged where the proposal provides for them and are supported by receipts on request.

Invoices are issued according to the payment schedule in the proposal. Unless stated otherwise, invoices are payable within thirty days of issue. The Company may charge interest on overdue amounts at the rate stated in the proposal or, if none is stated, at a reasonable commercial rate permitted by law.

The Company may suspend work where an invoice remains unpaid beyond its due date and the Client has been given written notice. Suspension does not relieve the Client of the obligation to pay for work already performed.

8. Changes to Scope

Projects evolve, and the Company expects scope to change. A change is handled by written variation that records the additional work, its effect on the programme and its effect on the fee. The Company will not perform material additional work without an agreed variation, and the Client is not obliged to accept a variation that it has not approved.

Minor adjustments that do not materially change effort or programme may be absorbed within the existing scope at the discretion of the Company, and the Company will note such adjustments in its cycle reports.

9. Timelines and Dependencies

Programmes in the proposal are prepared in good faith and depend on the Client and the wider project team meeting their own obligations. Dates are estimates rather than guarantees where they depend on the provision of information, approvals or access by others.

The Company will notify the Client promptly when a dependency is at risk and will propose a recovery path. Where delay is caused by the Client or by a third party, the Company may adjust the programme accordingly and may charge for standby time where the proposal provides for it.

10. Intellectual Property

The Company retains ownership of its background intellectual property, including its modelling standards, templates, family libraries, scripts, coordination methods and know how. Nothing in these terms transfers that background property to the Client.

Upon full payment of the fees for an engagement, the Company grants the Client a licence to use the project deliverables for the purposes of that project, including construction, operation and maintenance. The licence does not permit resale of the deliverables or their reuse on another project without the written consent of the Company.

Where the Company develops content that is expressly identified in the proposal as a transferable asset, ownership of that content may pass to the Client on the terms stated in the proposal.

11. Client Data and Models

The Client retains ownership of the project data it supplies. The Company receives a licence to use that data only for the purpose of delivering the Services and maintaining its professional records. The Company will not use client models or drawings for any other project, and it will not disclose them except as agreed in writing or as required by law.

The Company keeps a controlled archive of project data for the retention period described in the proposal or, if none is stated, for a reasonable period consistent with professional practice and insurance requirements. On written request, the Company will return or securely delete project data at the end of that period, subject to any legal retention obligation.

12. Confidentiality

Each party will keep confidential the non public information of the other that it receives in connection with an engagement. Confidential information may be used only for the purposes of the project and may be disclosed only to people who need to know it and who are bound by equivalent obligations.

Confidentiality obligations do not apply to information that is already public, that is independently developed without reference to the disclosed information, that is received lawfully from another source or that must be disclosed by law or court order. Where disclosure is compelled, the party subject to the order will give the other party prompt notice where it lawfully can.

13. Third Party Software and Platforms

The Company uses third party software for modelling, clash detection, point cloud processing, file storage and communication. The Client acknowledges that these tools are governed by their own licence terms and that the Company is not responsible for their availability, performance or pricing.

Where a project requires a specific platform, the Client is responsible for providing access and for any licence cost, unless the proposal states otherwise. The Company will use reasonable skill in operating the agreed platforms but does not warrant that a third party service will be uninterrupted or free of defects.

14. Site Access and Safety

Where the Services require attendance on site, the Client will arrange lawful access, provide current safety information and ensure that the site is safe for the Company personnel who attend. The Company will comply with the site safety rules communicated to it in advance.

Scanning and survey work may require temporary access to occupied areas. The Client will arrange permission from the occupier and will inform the Company of any hazardous materials, restricted areas or operational constraints that affect the work.

The Company reserves the right to withdraw personnel from a site where it reasonably considers conditions to be unsafe, and such withdrawal will not be treated as a breach of these terms.

15. Warranties and Disclaimers

The Company warrants that it will perform the Services with the reasonable skill and care expected of a competent BIM and VDC coordination studio. That is the principal warranty given, and it replaces all other warranties to the fullest extent permitted by law.

Except as expressly stated, the Services and any deliverable are provided without further warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non infringement. The Company does not warrant that a model will be free of every minor geometric inconsistency, since coordination reduces risk rather than eliminating it entirely.

16. Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of revenue, loss of opportunity or loss of data, arising out of or in connection with these terms or the Services, even if the party has been advised of the possibility of such loss.

The total aggregate liability of the Company arising out of or in connection with an engagement is limited to the total fees actually paid to the Company for that engagement, or to the amount recoverable under the professional indemnity insurance maintained by the Company, whichever is greater.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or for death or personal injury caused by negligence.

17. Indemnity

The Client agrees to indemnify and hold harmless the Company against claims, losses, damages and reasonable costs arising from information supplied by the Client that is inaccurate, incomplete or unlawfully shared, or from the Client use of a deliverable for a purpose for which it was not issued.

The Company agrees to indemnify and hold harmless the Client against claims that a deliverable, used in accordance with the agreed scope, infringes the intellectual property rights of a third party, provided the Client promptly notifies the Company and allows the Company to control the defence.

18. Termination

Either party may terminate an engagement on written notice if the other party commits a material breach that is not remedied within fourteen days of written notice, or if the other party becomes insolvent or ceases to trade. The Client may terminate for convenience on thirty days written notice, in which case the Client remains liable for fees for work performed and for commitments reasonably made up to the date of termination.

On termination, the Company will issue the work completed to date, the Client will pay all outstanding fees and both parties will return or securely delete confidential information belonging to the other, subject to any legal retention requirement.

19. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, epidemics, war, civil unrest, industrial action, failure of utilities or communications networks and governmental action.

The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to mitigate the effect of the event. If the event continues for an extended period, either party may terminate the affected engagement on written notice without liability beyond payment for work already performed.

20. Governing Law and Disputes

These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the courts located in Utah for the resolution of any dispute arising out of or in connection with these terms, unless another forum is agreed in writing.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives. If those discussions do not resolve the matter within thirty days, either party may proceed to mediation before resorting to litigation. Nothing in this section prevents a party from seeking urgent injunctive relief where it is necessary to protect confidentiality or intellectual property.

21. General Provisions

These terms, together with any proposal or statement of work, form the entire agreement between the parties and supersede all prior discussions and understandings on the same subject. A failure to enforce any provision is not a waiver of that provision or of any other provision.

If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid provision that most closely reflects the original intention. Neither party may assign its rights under these terms without the written consent of the other, except to an affiliate or successor in connection with a reorganisation. Notices must be given in writing and sent to the addresses in the final section or to such other address as a party notifies in writing.

22. Changes to These Terms

The Company may update these terms from time to time to reflect changes in its services, its business practices or applicable law. The current version is published on this page with the effective date shown at the top. Material changes take effect when they are published, and continued use of the website or services after that date indicates acceptance of the updated terms.

Changes do not alter the terms of an engagement already governed by a signed proposal, unless the parties agree to amend that engagement in writing.

23. Contact Information

Questions about these Terms of Service may be sent to the Company using the details below. Please include the project reference where your question relates to an active engagement so that we can respond quickly.