Terms & Conditions

Spatial Earth Studios (Pty) Ltd — Terms of Service

Last Updated: August 2026

Welcome to Spatial Earth Studios (Pty) Ltd (“Spatial Earth Studios”, “we”, “us”, or “our”). By accepting a quote, making a payment, issuing a work order, or instructing us to proceed with a project, you (“Client”, “you”, or “your”) agree to be bound by these Terms of Service (“Terms”). Please read them carefully.

1. About These Terms

• Plain Language: Headings are included for convenience only and do not affect interpretation. Singular terms include the plural and vice versa. The word “including” means “including but not limited to.”
• Binding Rules: If a definition or section contains a substantive right or rule, it forms a legally binding part of these Terms.
• Digital Communication: In accordance with the Electronic Communications and Transactions Act (ECT Act) of South Africa, electronic communications (including emails) serve as official written notices.
• Business Days: When calculating business days, the first day is excluded and the last day is included. Saturdays, Sundays, and South African public holidays are excluded.
• Governing Law: These Terms are governed by and construed under the laws of the Republic of South Africa.

2. Appointment & Scope of Work

• Engagement: You appoint Spatial Earth Studios to perform services and supply deliverables as agreed, and we accept such appointment subject to these Terms.
• Project Details: Specific tasks, schedules, fees, and deliverables will be set out in our written quotes, proposals, scopes of work, work orders, or Annexures (“Scope Documents”).
• Precedence: In the event of a direct conflict between these Terms and a Scope Document, these Terms take precedence unless the Scope Document expressly states that it overrides a specific section of these Terms.
• Exclusions: Unless explicitly written into a Scope Document, our services do not include formal engineering sign-offs, statutory/municipal approvals, certifications, physical fabrication, procurement, installation, commissioning, site supervision, or product performance guarantees.

3. Timeline & Project Commencement

• Term: These Terms apply from the date you accept a quote or instruct us to begin work, and remain active until all deliverables are handed over and all invoices are paid in full (unless terminated earlier under Section 14).
• Conditions Precedent to Start: We are under no obligation to commence work until we have received:
  
  1. Payment of the required Mobilisation Fee (or agreed advance deposit);
  2. All required initial project information, site data, or assets from you; and
  3. Your explicit written instruction to proceed.
• Project Milestones: Work is executed in progressive stages (“Milestones”). Each Milestone serves as a distinct checkpoint for planning, review, and invoicing.

4. Client Obligations, Inputs & Instructions

• Accurate Information: You agree to provide complete, accurate, and timely project details, data, and design parameters.
• Right to Share Material: You warrant that you own or hold the necessary rights to all data, materials, designs, and specifications provided to us, and that our use of these materials will not infringe any third-party rights.
• Authorized Representative: You must nominate an authorized representative with the power to give instructions, approve work, and agree to variations. We are entitled to rely on all directions given by this person. By default, the person requesting our services or approving our quote serves as the Authorized Representative.
• Written Instructions: All instructions, feedback, or approvals that modify project scope, timelines, pricing, or deliverables must be confirmed in writing (including email) to be binding. We may act on verbal instructions at our discretion, but they do not bind us until documented in writing.
• Client Delays: If a delay on your end (e.g., late information, delayed feedback, or pending decisions) holds up progress, all target dates and delivery schedules will automatically extend by an equivalent period. We are not liable for any costs or damages resulting from client-caused delays.
• Project Assumptions: Assumptions or missing technical parameters will be highlighted in our Scope Documents or project drawings. If these assumptions change or missing data requires redesign, recutting, or rework, the additional effort will be processed as a paid Variation.
• Milestone Approvals: Stage approvals (e.g., concept, 3D model clearance) are binding checkpoints. Revisions requested after a stage has been approved will incur additional fees and extend the timeline.

5. Quality, Delivery & Acceptance

• Standard of Care: We commit to performing our services with professional skill, care, and diligence matching recognized industry standards.
• Target Dates: We make reasonable commercial efforts to meet milestone schedules. Timelines remain subject to prompt receipt of your inputs, timely approvals, and third-party supplier schedules.
• Review Window: You have five (5) business days from the delivery of a milestone draft to review it and provide written feedback detailing any defects or required adjustments.
• Deemed Acceptance: If we do not receive written feedback or rejection within five (5) business days, the deliverable is deemed accepted, enabling us to invoice and proceed to the next stage.
• Early Commercial Use: If you or your contractors use any draft or final deliverable for procurement, manufacturing, construction, tendering, or implementation, that deliverable is deemed fully accepted.
• Scope Changes vs. Corrections: Revisions that alter previously agreed parameters, design bases, dimensions, or approved stages constitute paid Variations, not standard corrections.
• Cut-Off Time: Project briefs or feedback received after 15:00 SAST on a business day are treated as received on the following business day.

6. Fees, Payment Terms & Collections

• Fee Structure: You agree to pay all fees and costs set out in the applicable Scope Document or quote.
• Milestone Billing: Unless a custom payment schedule is agreed in writing, fees are billed across progressive project milestones.
• Invoicing: Invoices are issued upon hitting milestone triggers, completing approved variations, or incurring pre-approved expenses.
• Payment Terms: Invoices are due within seven (7) calendar days of the invoice date or at the milestone handover point, whichever comes first. Payments must be made in full into our nominated bank account without set-off, withholding, or deduction. We reserve the right to pause work or withhold deliverables while invoices remain unpaid.
• Cleared Funds: Payments are deemed complete only when cleared funds reflect in our bank account.
• Value-Added Tax (VAT): Where applicable, VAT will be added to our fees at the prevailing statutory rate.
• Upfront Disbursements: Third-party supplier deposits, software licenses, travel expenses, or courier fees must be paid in advance before we commit to those costs.
• Price Fluctuations: Quotes built on third-party supplier prices, foreign exchange rates, or external raw material costs are subject to adjustment prior to final locking to reflect real-world market increases.
• Late Payment Interest: Overdue invoices accrue interest at the legal mora rate from the due date until paid in full.
• Collection Costs: If we engage attorneys or collection agents to recover overdue amounts, you are responsible for all reasonable legal expenses incurred on an attorney-and-client scale.

7. Project Variations & Scope Creep

• Written Confirmation Required: No modification to project scope (“Variation”) is binding until its price and timeline adjustment are documented and approved in writing.
• Qualifying Variations: Variations include:
  • Late, revised, or corrected input data;
  • Updated vendor or construction documents;
  • Revised physical dimensions or design criteria;
  • Additional drawing views, renders, or model formats;
  • Changes to underlying engineering standards;
  • Extra project coordination meetings;
  • Fast-tracking or timeline compression requests after project kick-off.
• Work Suspension Pending Approval: We reserve the right to pause work on any requested change until you approve the written Variation quote and pay any required upfront fee.
• Late Design Changes: Substantial revisions to near-complete designs triggered by late input data incur fees reflective of the full rework required.
• Proceeding Under Assumptions: If you instruct us to proceed despite unverified vendor details, any rework necessary following receipt of final details will be billed as a paid Variation.

8. Work Suspension, Property Rights & Source Files

• Right to Suspend: We reserve the right to suspend performance immediately upon written notice if you fail to pay an invoice on time, withhold critical information, or prevent project progress.
• No Liability for Suspension: We carry no liability for schedule delays caused by a suspension. All project dates will be extended to cover the suspension and restart period.
• Previews vs. Final Handovers: Watermarked drafts, screenshots, low-resolution renders, and review copies are shared solely for evaluation and do not constitute a final handover or transfer of rights.
• Withholding Deliverables: We reserve the right to withhold final deliverables, fabrication drawings, technical documentation, or physical items until all outstanding invoices and variation charges are settled in full.
• Source & Native File Ownership (Guardrail):
  
  All source files, native files, and editable CAD/3D project files created by Spatial Earth Studios remain our sole and exclusive property at all times. Deliverables are limited to high-quality exported outputs (e.g., PDF drawings, compiled 3D models, final renders) as specified in the Scope Document. You acquire no right to inspect, receive, or modify our native, editable source files.
• Lien / Right of Retention: To the extent permitted by law, we retain a special and general lien over all client documents, materials, drawings, or properties in our possession until all open accounts are settled.
• Title to Goods: Ownership of any physical or digital goods, components, or assets produced or procured by us remains with Spatial Earth Studios until fully paid for.

9. Intellectual Property & License Rights

• Background IP: All pre-existing tools, code, libraries, CAD blocks, standard details, workflows, and proprietary knowledge owned or used by Spatial Earth Studios remain exclusively ours.
• Grant of License: Upon receipt of full payment for the project, we grant you a perpetual, non-exclusive, non-transferable license to use the Final Deliverables solely for the specific project for which they were created.
• Usage Restrictions: You may not resell our designs, adapt them for secondary projects, create derivative works for unassociated sites, or transfer project outputs to third parties (except project contractors, consultants, and legal/financial advisers acting on this specific project).
• Exclusive Rights: Any transfer of copyright or grant of an exclusive license must be explicitly negotiated and executed in writing in a Scope Document or addendum.
• Review License Only: Prior to receipt of full and final payment, your right to use any draft or preview deliverable is restricted to a temporary, revocable license for internal review purposes only.
• Proprietary Notices: Title blocks, copyright notices, stamps, or Spatial Earth Studios branding on drawings and renders must not be removed, altered, or obscured without prior written consent.
• Portfolio Rights: We reserve the right to feature completed projects, images, 3D renders, and general descriptions in our marketing materials, website, social channels, portfolio, and tender submissions. If you require strict non-disclosure, you must notify us in writing prior to project commencement.

10. Warranties & Disclaimers

• Our Performance Warranty: We warrant that our services will be performed with reasonable professional skill, diligence, and care.
• Client Accuracy Warranty: You warrant that all input data, dimensions, site information, and instructions provided to us are accurate, accurate to physical realities, and complete.
• Third-Party Data Disclaimer: We accept no responsibility for errors, clashes, or omissions stemming from inaccurate, delayed, or modified third-party drawings or client inputs.
• Approvals Disclaimer: Unless expressly agreed in a Scope Document, we offer no guarantee that deliverables will automatically secure statutory, municipal, or regulatory approvals, or pass external structural/engineering checks without separate qualified review.
• Client Implementation: You assume sole responsibility for how deliverables are applied in fabrication, procurement, site erection, and operational decisions.
• Entire Terms: We are bound only by the express written terms of this agreement. No verbal representation, promise, or statement by any representative binds us.

11. Subcontracting & Third-Party Suppliers

• Use of Subcontractors: We may engage qualified employees, specialist contractors, or consultants to execute portions of the work. Spatial Earth Studios remains accountable to you for the final deliverables, while subcontractors maintain direct responsibility for the execution of their specialist contributions.
• Communication Channel: All project communication must flow through Spatial Earth Studios. You agree not to instruct or deal directly with our employees or subcontractors unless expressly authorized in writing.
• Transparency: We will inform you prior to bringing on external third-party specialists for your project.
• External Ordering: If you request that we coordinate with third-party fabricators or suppliers, their work is subject to their own commercial terms and timelines unless we explicitly agree in writing to assume direct liability for their deliverables.
• Third-Party Expenses: You are responsible for all approved third-party deposits, software pass-through costs, and supplier price adjustments.

12. Indemnity & Limitation of Liability

• Indemnification: You agree to defend, indemnify, and hold harmless Spatial Earth Studios (Pty) Ltd, its directors, employees, and agents from any claims, losses, damages, liabilities, or legal expenses arising from:
  
  1. Inaccurate, misleading, or late information supplied by you;
  2. Actions taken in reliance on your instructions or approvals;
  3. Any claim that client-provided materials infringe third-party IP rights; or
  4. Use of our deliverables outside the agreed scope or project purpose.
• Liability Cap: Our aggregate liability for any claims, losses, or damages arising under or in connection with these Terms or any project—whether in contract, delict (including negligence), or statutory duty—is strictly limited to the total fees actually paid by you to Spatial Earth Studios for the specific project giving rise to the claim.
• Exclusions: Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be excluded under South African law.

13. Termination

• Termination for Convenience: Either party may terminate an ongoing project by giving fourteen (14) days’ written notice. Upon notice of termination by you, you must immediately pay for all completed work, milestone progress, incurred variations, non-cancellable third-party commitments, and reasonable close-out costs.
• Termination for Breach: We may terminate a project or cease services immediately upon written notice if you:
  • Fail to pay an outstanding invoice within three (3) business days of receiving a written payment demand;
  • Materially breach any provision of these Terms and fail to remedy the breach within five (5) business days of written notice; or
  • Become insolvent, enter business rescue, or file for liquidation.
• Handover on Termination: Upon termination and full settlement of all due fees, we will deliver the finished deliverables corresponding to paid milestones. Work-in-progress files may be released subject to a negotiated fee.
• Survival: Provisions relating to payments, intellectual property, confidentiality, liability caps, indemnities, and dispute resolution survive project completion or termination.

14. Dispute Resolution

• Negotiation in Good Faith: In the event of a dispute, the aggrieved party will issue a written notice setting out the issue. Authorized representatives of both parties will meet within ten (10) business days to attempt an amicable resolution.
• Arbitration: If unresolved within ten (10) business days of meeting, the dispute shall be referred to and finally resolved through private arbitration in English under the standard rules of the Arbitration Foundation of Southern Africa (AFSA), administered by a single appointed arbitrator.
• Urgent Interim Relief: Nothing in this section prevents either party from seeking urgent interim relief from a court of competent jurisdiction. For this purpose, the parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg.

15. Domicilium & Formal Notices

Formal legal notices and communications must be addressed to Spatial Earth Studios (Pty) Ltd at:

• Physical Address: 11 Campbell Road, Parktown West, Johannesburg, 2193, South Africa
• Email Addresses: geoff@spatial-earth.com | charles@spatial-earth.com

Delivery Rules

• Hand-delivered notices are deemed received on the day of delivery.
• Email communications are deemed received on the business day following transmission, unless a failure delivery report is generated.
• Any notice actually received by a party is deemed validly delivered regardless of the method used.

16. General Provisions

• Written Variations: No addition to, variation of, or agreed cancellation of these Terms or any project scope is valid unless captured in writing and accepted by both parties.
• No Assignment: You may not assign, transfer, or cede your rights or obligations under these Terms without our prior written consent.
• Severability: If any provision of these Terms is found by a court or tribunal to be invalid, illegal, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.
• No Waiver: No relaxation, leniency, or indulgence granted by us shall constitute a waiver of any of our rights or prevent us from strictly enforcing our rights in the future.
• Electronic Acceptance: Accepting a quote, paying an upfront deposit, or issuing a written instruction to proceed constitutes full acceptance of these Terms of Service without requiring a physical signature.