Structa Studio Terms of Service

Last updated: 06.05.26

These Terms of Service set out the basis on which Structa Studio (”Structa”, “we”, “us”, “our”) provides visualisation, modelling, animation, display-content, proposal-support, and related creative services to clients (”Client”, “you”, “your”).

By requesting a quote, instructing us to begin work, approving a proposal, paying a deposit, or otherwise engaging our services, you agree to these Terms together with any proposal, quotation, scope of work, schedule, email confirmation, or project-specific commercial terms we issue.

1. About Structa

Structa Studio is a visualisation business providing services including, where applicable:

• space visualisation;

• interior and architectural visualisation;

• AV and technical visualisation;

• walkthroughs and animation;

• videowall and signage content;

• bespoke modelling;

• exploded or technical views;

• 3D environments;

• proposal-stage and pre-sales visual support; and

• related creative and presentation assets.

2. Order of precedence

If there is any conflict between these Terms and a project-specific proposal or signed agreement, the following order applies:

1. signed agreement or countersigned proposal;

2. project quotation / scope of work / commercial schedule;

3. these Terms.

3. Scope of services

3.1 We provide the services described in the relevant quotation, proposal, statement of work, email confirmation, or other written scope accepted by the Client (the “Scope”).

3.2 Unless expressly included in the Scope, the following are excluded:

• on-site surveys;

• engineering sign-off;

• structural, architectural, or regulatory certification;

• manufacturing drawings;

• installation services;

• construction coordination;

• third-party content licensing costs;

• stock asset, texture, model, font, plug-in, render farm, or software licence costs;

• printing, fabrication, or hardware supply;

• voiceover, editing, music licensing, or post-production beyond the agreed deliverables; and

• any deliverables or services not expressly described in writing.

3.3 Any estimate of timing, output quantity, or level of detail is based on the information available at the time of quoting.

4. Enquiries, briefing, and Client inputs

4.1 Projects may begin by video call, meeting, written brief, email exchange, or by receipt of project materials such as:

• floor plans;

• room dimensions;

• sketches;

• concept notes;

• reference imagery;

• kit or equipment lists;

• material references; and/or

• intended deliverable requirements.

4.2 You are responsible for ensuring that all information, instructions, dimensions, and materials supplied to us are accurate, complete, current, and lawfully provided.

4.3 We are entitled to rely on the information and approvals you provide. We are not responsible for errors, omissions, delays, or cost increases caused by incomplete, inaccurate, or late Client information.

4.4 If key information changes after work has started, we may revise the timing, fees, or Scope accordingly.

5. Quotations, proposals, and acceptance

5.1 Quotations and proposals are invitations to contract and remain open for the period stated in them or, if no period is stated, for 14 days from issue.

5.2 A project is only confirmed when at least one of the following has occurred:

• you confirm acceptance in writing;

• you sign or countersign the proposal or agreement;

• you pay any required deposit or upfront fee; or

• you instruct us to begin work after receiving the proposal.

5.3 We may decline any project at our discretion before acceptance.

6. Project changes and additional work

6.1 Any change to the Scope, deliverables, timing, format, complexity, level of detail, or number of views / scenes / assets may constitute a variation.

6.2 Variations may affect fees and timelines and will be quoted or confirmed separately.

6.3 We are not obliged to start variation work until the variation is agreed in writing.

7. Fees and payment

7.1 Fees are set out in the applicable proposal, quotation, or commercial schedule.

7.2 Unless otherwise agreed in writing, quoted fees are exclusive of VAT, taxes, duties, third-party licence costs, and out-of-pocket expenses.

7.3 Unless otherwise agreed in writing, payment terms are:

• any deposit or upfront amount due before work starts;

• interim stage payments, if stated in the proposal; and

• final balance due before release of final high-resolution or unwatermarked assets.

7.4 If no separate payment terms are stated, invoices are due within 7 days of issue.

7.5 We may suspend work, withhold deliverables, or postpone handover if any invoice is overdue.

7.6 Late payments may accrue interest and recovery costs to the extent permitted by law.

8. Selected no-win, no-fee / pre-sales projects

8.1 Structa may, at its sole discretion, offer a no-win, no-fee or success-based pricing structure for selected pre-sales, pitch-stage, or proposal-stage projects.

8.2 Any such structure only applies where it is expressly confirmed in writing in the relevant proposal or commercial schedule. It does not apply by default.

8.3 The applicable proposal must state, at minimum:

• the services covered;

• the relevant opportunity, pitch, or proposal;

• what constitutes a “Win” or success event;

• the fee or fee formula payable on success;

• any minimum fee, fixed fee, or excluded costs; and

• the period during which the success event will be tracked.

8.4 Unless otherwise stated in writing, a “Win” includes the Client or the Client’s end customer proceeding with, awarding, commissioning, or materially approving the project, contract, or workstream for which Structa’s services were provided.

8.5 The Client must notify Structa promptly of the outcome of any qualifying proposal, pitch, award, or related commercial event and provide reasonable evidence of that outcome upon request.

8.6 If the Client avoids, delays, restructures, renames, routes through an affiliate, or otherwise alters the transaction in a way that substantially preserves the commercial substance of the opportunity, Structa may treat the outcome as a Win for the purpose of the agreed commercial model.

8.7 Unless expressly agreed otherwise, third-party costs and out-of-pocket expenses remain payable even where a project is described as no-win, no-fee.

8.8 If a project starts on a no-win, no-fee basis but the Scope materially changes, we may require the parties to move to a fixed-fee or re-scoped commercial model.

9. Timelines and delivery dates

9.1 Any timetable, milestone, or delivery date is an estimate unless expressly stated as fixed and guaranteed in writing.

9.2 Timing depends on the availability of information, the number of revision rounds, third-party dependencies, and prompt Client feedback.

9.3 We are not responsible for delay caused by:

• late or incomplete Client information;

• delayed approvals;

• change requests;

• third-party dependencies;

• software, platform, or supplier issues outside our control; or

• force majeure events.

10. Review rounds and approvals

10.1 The number of review rounds, revisions, or amendment stages included in the fees will be stated in the proposal where applicable.

10.2 Unless otherwise stated, revisions are limited to reasonable amendments within the agreed Scope.

10.3 Material changes to the brief, direction, room layout, asset list, content approach, or design intent after work has started may be treated as variations.

10.4 The Client is responsible for reviewing deliverables carefully before sign-off.

10.5 Approval or sign-off by the Client, whether by email, message, annotated markup, or other written confirmation, will be treated as acceptance of the relevant stage or deliverable.

11. Deliverables and file formats

11.1 Deliverables will be supplied in the formats stated in the Scope or, if not specified, in standard formats reasonably selected by Structa for the intended use.

11.2 Unless expressly included in the Scope, we are not required to provide:

• editable source files;

• native project files;

• raw scene files;

• layered assets;

• working files;

• plug-ins or dependencies; or

• licences to third-party assets used in production beyond the final agreed deliverables.

11.3 We may retain control over source files, production methods, templates, and internal workflows.

12. Intellectual property and licence

12.1 Structa retains ownership of all intellectual property rights in:

• proposals and pitches;

• concepts and treatments created by us;

• working files;

• source files;

• scene files;

• production methods;

• templates;

• internal tools; and

• any materials created by us before final payment,

except to the extent expressly transferred in writing.

12.2 Subject to full payment of all amounts due, Structa grants the Client a non-exclusive, non-transferable licence to use the final approved deliverables for the purposes stated in the relevant Scope.

12.3 Unless otherwise agreed in writing, the licence does not permit:

• resale of the deliverables as standalone assets;

• sublicensing to third parties except as reasonably necessary for the stated project;

• use outside the stated project or campaign; or

• alteration of the deliverables in a way that misrepresents Structa’s work.

12.4 Any broader transfer, assignment, buyout, or exclusive use must be expressly agreed in writing and may require additional fees.

12.5 The Client warrants that any materials supplied to Structa, including plans, logos, imagery, product references, or other content, do not infringe third-party rights or that the Client has permission to use them.

13. Confidentiality

13.1 Each party must keep the other party’s confidential information confidential and must not disclose it except as necessary to perform the project, comply with law, or with written consent.

13.2 Confidential information does not include information that:

• is already public other than through breach;

• was already lawfully known;

• is lawfully received from a third party; or

• is independently developed without use of the other party’s confidential information.

14. Portfolio and publicity rights

14.1 Unless the Client has expressly requested confidentiality in writing before publication, Structa may display completed or publicly released work in its portfolio, website, social channels, presentations, and credentials materials.

14.2 If the Client reasonably requires an embargo, confidentiality period, or prior approval for case study use, this must be agreed in writing.

15. Client responsibilities and approvals

15.1 The Client is responsible for obtaining any internal, stakeholder, brand, legal, or technical approvals needed for the project.

15.2 Structa is not responsible for verifying planning permission, building compliance, technical compliance, or installability unless this is expressly included in the Scope.

15.3 Our visuals are presentation and communication assets. They do not constitute engineering drawings, fabrication instructions, construction documents, or professional technical sign-off unless expressly stated otherwise.

16. Cancellation and pause rights

16.1 The Client may cancel a project by written notice.

16.2 On cancellation, the Client must pay for:

• all work completed up to the cancellation date;

• any non-cancellable third-party costs;

• any committed production costs; and

• any agreed cancellation fee stated in the proposal.

16.3 If a project is paused by the Client for more than 14 days, we may:

• reallocate production time;

• revise delivery dates;

• invoice for work completed to date; and/or

• require a restart or reactivation fee if significant remobilisation is needed.

16.4 Structa may suspend or terminate a project immediately if:

• invoices are overdue;

• the Client commits a serious breach of these Terms;

• the Client requests unlawful, misleading, or infringing work; or

• continuing the project would expose Structa to legal, reputational, or commercial risk.

17. Warranties and disclaimers

17.1 Structa will perform the services with reasonable skill and care.

17.2 Except as expressly stated in writing, all services and deliverables are provided on an “as available” and project-specific basis.

17.3 Photorealistic visuals are interpretive communication tools and may differ from final manufactured, installed, built, printed, or displayed outcomes due to later design changes, supplier changes, fabrication tolerances, lighting conditions, screen settings, or other external factors.

17.4 We do not warrant that a visual will guarantee funding, sign-off, planning approval, contract award, sales conversion, or commercial success.

18. Limitation of liability

18.1 Nothing in these Terms excludes or limits liability where such exclusion or limitation is unlawful.

18.2 Subject to clause 18.1, Structa will not be liable for:

• indirect or consequential loss;

• loss of profit;

• loss of business;

• loss of opportunity;

• loss of anticipated savings;

• reputational loss; or

• data loss,

arising out of or in connection with the services.

18.3 Subject to clause 18.1, Structa’s total aggregate liability arising out of or in connection with a project, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total fees actually paid to Structa for that specific project.

18.4 Where a no-win, no-fee project includes little or no fixed fee actually paid to Structa, our total aggregate liability for that project will not exceed the greater of:

• the fixed amount (if any) stated in the proposal; or

• £1,000,

unless a different liability cap is expressly stated in writing.

19. Data protection

19.1 Each party will comply with applicable data protection law in relation to personal data processed in connection with the project.

19.2 Structa will process contact, enquiry, and project information only as reasonably necessary to respond to enquiries, manage projects, deliver services, maintain records, protect legal rights, and run the business.

19.3 Further information about how personal data is handled will be set out in Structa’s Privacy Policy.

20. Website and communications

20.1 Website content is provided for general information only and may change without notice.

20.2 Submission of a website form or enquiry does not create a binding contract unless and until a project is accepted under clause 5.

20.3 The Client consents to receiving project-related communications by email, phone, or other agreed business channels.

21. Force majeure

Structa is not liable for failure or delay caused by events outside its reasonable control, including power failure, internet outage, software outage, supplier failure, industrial disputes, illness, accident, natural events, government action, or other force majeure events.

22. General

22.1 If any provision is held invalid or unenforceable, the remaining provisions will continue in full force.

22.2 A failure or delay in exercising any right does not waive that right.

22.3 The Client may not assign or transfer its rights or obligations without Structa’s written consent.

22.4 These Terms may be updated from time to time for future engagements. The version agreed for a live project will be the version incorporated into that project at the date of acceptance unless otherwise agreed.

23. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or the services will be governed by the laws of England and Wales, and the courts of England and Wales will have exclusive jurisdiction, unless otherwise required by applicable law.