Terms and Conditions

Terms and Conditions General Terms and Conditions

for Pinxcel Visual Products and Services

These general terms and conditions (“Terms”) apply to all orders of digital visualization products and services ordered by you (the “Client”) from Pinxcel Visual Solutions.

• Definitions Project: Delivery of the agreed scope of Products within the agreed schedule. Order: Legal agreement between the parties in which the Schedule, Products, and fees are specified. Order Form: The standardized form used by Pinxcel in the format below. Product: The final deliverable of a project, which typically includes digital computer-generated images, animation, or interactive visual tools. Assets and Work files used during the visualization development are not part of the Product. Asset: Any digital materials, e.g., models, textures, surfaces, cut outs, music, stock images, or videos, that are used by Pinxcel to create the final Product. Work files: Any digital material besides the Product that Pinxcel creates during the visualization process. Work Files include but are not limited to enhanced textured models, created by Pinxcel, Photoshop files. Schedule: It defines the Project start date, delivery date, and other milestones. Confidential Information: It includes any information marked as confidential or declared to be confidential by project/specific NDAs. Starting Package: The materials that are required by Pinxcel to start a Project.

• Pinxcel's general service Pinxcel delivers the ordered Products based on the agreed timeline and scope in accordance with the Order.

The process of ordering:

The Client sends a request for proposal (“RFP”) to Pinxcel in written form by email. Pinxcel's Key Account Manager provides the Client with a Proposal once the scope is clarified based on the RFP. Pinxcel communicates to the Client how long the Proposal is valid, and until which cut-off date Pinxcel can guarantee the delivery in accordance with the Proposal.

Pinxcel considers a booking as confirmed when receiving written approval for the proposed timeline, scope, and fee via email. The Confirmation of the Proposal means accepting Pinxcel's Terms and Conditions as well.

Pinxcel's Key Account Manager shares the Order with the Client latest by the Project start date. The Order is the consolidated terms of the RFP and proposal as agreed by the parties.

If a valid agreement exists between the Client and Pinxcel related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form. By placing an order, you agree to be bound by these Terms.

• Change of Scope, Schedule, or Cancellation Modifications to scope, schedule, workflow, or additional comment rounds after delivery, always imply additional fees and are subject to a new development schedule. The Client is required to alert Pinxcel to any major changes in schedule, timing, or scope as soon as they become aware. Pinxcel will always inform the Client of the available options and the related additional fees in advance of commencing the work. Pinxcel always seeks written approval before proceeding with any of the proposed options. In case Client fails to give feedback by the deadline set by Pinxcel, Pinxcel reserves the right to proceed with the option that is deemed the most beneficial for both parties. In the case of a deadline extension, Client postponement, scope change, or additional work being added after the project start date, one of the following will apply:

Project is put on hold pending confirmation from The Client to proceed. Once confirmation has been received Pinxcel will resume the project at the earliest opportunity with new milestones and a new deadline. Fees may apply. Project work continues, but additional hours are required to accommodate the longer development window. A new schedule will also be issued with new milestones and a new deadline. A fee will apply based on the number of additional hours necessary. Scope changes, including model/design changes (after model-lock date), camera adjustments (after camera-lock date), and timing modifications (after schedule approval) may necessitate additional fees. Additionally, a new schedule will be issued with new milestones and a new deadline. All schedule adjustments stemming from Client-requested deadline extensions and scope changes can be impacted by our current capacity and technical resources such as rendering capacity.

If the project is canceled, postponed, or rescheduled by the declaration of the Client less than (3) days before the start date, after the start date of the project, or after confirming an order, then Pinxcel will invoice the completed part of the work to the Client and reserves the right to invoice an additional cancellation fee of 15% of the total order amount. Pinxcel may consider the reduction of the cancellation fee based on the circumstances.

If deadline extensions or scope changes necessitate additional rendering resources in the case of animation projects, all related fees must be covered by The Client.

• Project Completion The project is completed, and the order fulfilled at the final delivery of the Project. After delivery, the Client has 3 working days to raise any specific issues, concerns, or complaints and indicate the exact changes required to rectify the issues. The Client does not have the right to reject the final delivery of the Project without specifying any issues. In case of not receiving any communication from the Client during this 3-working-day period, the Order is considered fulfilled, and the invoice will be issued to the Client.

• Standard Product Delivery Format Final Products are always delivered digitally via Pinxcel's Google Drive unless Client doesn't request another delivery channel. If such a case arises, the delivery channel will be specified in the Order.

File formats:

Still image: JPG (3200×1800 resolution) Animation: MP4 (1920×1080 resolution) VR: upon agreement and technical details Raw and/or editable files, such as PSD files, are not part of the deliverables. Additional "simplified" renders, such as scenes without characters or signs/verbiage, may have additional costs associated to produce since they often require re-rendering and adjustment to post-production layers. These types of renders should be requested before a project begins so we can plan accordingly. The request for the above after the Order is accepted is considered a change of scope, and Article 2 applies.

• Payment Terms Pinxcel reserves the right to ask for prepayment prior to the Project Start Date and put the Project on hold in case the Client fails to transfer the prepayment by the due date. The standard payment term for partial and final invoices is 15 days after the date of issue, even if the Client has not received payment from their client. The accepted currencies are USD, EUR, HUF, as specified in each invoice unless otherwise agreed. The accepted payment forms are wire transfer, PayPal, and Western Union. Pinxcel reserves the right to involve debt collectors if the Client does not settle the invoice upon written notice.

• Copyrights Pinxcel respects the intellectual property rights of its clients and other third parties and expects its clients to do the same when using its Products and Services.

Client’s copyright: Any materials, including but not limited to models, references, digital assets, or music, sent by the Client shall remain the intellectual property of the Client or the appropriate owner. The Client shall guarantee that they have the necessary rights and permissions to send any such materials to Pinxcel. The Client shall fully indemnify and hold Pinxcel harmless in relation to any and all damages, including but not limited to loss of value, loss of profit, ancillary and punitive damages arising or in connection with any material provided, supplied, suggested, or implied to Pinxcel by the Client. After project completion, Pinxcel will return and/or delete these materials upon request of the Client. Pinxcel’s copyright: Any materials produced by Pinxcel over the course of the project, including but not limited to images, animations, music, and models, are the intellectual property of Pinxcel. Licensing: Upon payment of the invoice, Pinxcel grants the Client a limited, irrevocable, perpetual, non-exclusive, non-transferable, royalty-free license to use the Product without any modifications for their purposes. The Client may transfer the Products to third parties, however, only be modified with written permission from Pinxcel. Unless otherwise agreed, Pinxcel shall retain all other intellectual property rights. Unless otherwise agreed in the Order, the Assets, Work Files used to produce the end Products are not part of the above license. The Client may request these Assets to be licensed, in which case Pinxcel will negotiate a separate license agreement and fee with the Client.

• Attribution Pinxcel reserves the right of attribution for all Products produced by Pinxcel. The Client agrees to give due credit to “Pinxcel Visual” as the copyright holder of the Products. Pinxcel agrees to give due credit to the Client.

• Publicity Pinxcel will only use the Products for our publicity if the Client agrees to it. However, Pinxcel shall have the right to use the Products for internal training and development purposes irrespective of the Client’s approval for publicity.

• Confidentiality The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its Confidential Information and not less than a reasonable standard of care. The receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives, or subsidiaries whose access is necessary to enable it to exercise its rights or perform its obligations under the Order and who are under obligations of confidentiality.

• Exclusivity in case of Competitions It is the Client’s responsibility to indicate in advance before the commencement of the Project that they require Pinxcel not to engage with any other competitors in connection with the same project. Such requests for exclusivity must be made in writing when requesting a quotation.

• Limitation of Liability The liability of Pinxcel is limited to the total amount of fees actually paid by the Client.

• Force Majeure Any delay in performance caused by conditions beyond the reasonable control of the performing party is not a breach of the Order. The time for fulfillment will be extended for a period equal to the duration of the conditions preventing the delivery of the Project.

• Disputes and Governing Law Parties agree to make all efforts to resolve any disputes by direct negotiation first. The parties agree that disputes will be subject to the exclusive jurisdiction of the law and courts of Hungary.

• Termination Clauses 7. (Copyright), 8. (Attribution), 9. (Publicity), 10. (Confidentiality), 11. (Exclusivity), 12. (Limitation of Liability), and 14. (Disputes and Governing Law) shall survive any termination of the project and/or relationship between Client and Pinxcel, as by their nature these clauses are clearly intended to survive any termination.

• Non-Waiver Neither a failure nor a delay on the part of Pinxcel in exercising any right, power, or privilege under the Terms shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege. The rights, remedies, and benefits of each party herein expressly specified are cumulative and not exclusive of any other rights, remedies, or benefits which either may have under these Terms at law, in equity, by statute, or otherwise.

• Assignment and Transfer rights The Client shall not transfer or assign its interests and rights arising from this Agreement to any other party, without the prior written consent of Pinxcel.