Last updated: June 2026

These Terms & Conditions (‘Terms’) govern all design, engineering, and related services provided by MAKEg3D Ltd (‘MAKE3D’, ‘we’, ‘us’) to its clients (‘Client’, ‘you’). By instructing MAKE3D to commence work, the Client agrees to these Terms.

1. Definitions

‘Agreement’

The contract formed between MAKE3D and the Client, comprising the Project Proposal, these Terms, and any agreed variations in writing.

‘Project Proposal’

The written scope of work, deliverables, timeline, and fee set out in MAKE3D’s proposal document.

‘Deliverables’

The specific outputs agreed in the Project Proposal, including but not limited to CAD files, renders, reports, drawings, and documentation.

‘Intellectual Property’

All patents, designs, trademarks, copyright, know-how, and other intellectual property rights, whether registered or unregistered.

‘Background IP’

Intellectual property owned by either party prior to the commencement of the project.

‘Project IP’

Intellectual property created by MAKE3D specifically in the course of delivering the project.

2. Scope of services

MAKE3D will provide the services described in the Project Proposal. Any work outside the agreed scope will be discussed with the Client and, if agreed, documented in a written variation. MAKE3D reserves the right to charge additional fees for out-of-scope work.

MAKE3D will perform services with reasonable skill and care, in accordance with good professional practice. We do not guarantee specific commercial outcomes resulting from the services provided.

3. Fees and payment

3.1 Fees

Fees are set out in the Project Proposal and are exclusive of VAT, which will be charged at the applicable UK rate. Expenses reasonably incurred in the delivery of the project (including travel, materials, and third-party costs) will be charged at cost unless otherwise agreed.

3.2 Payment terms

Unless otherwise agreed in writing, MAKE3D’s standard payment terms are:

• A deposit of 50% of the agreed project fee is payable before work commences

• The remaining balance is payable on delivery of final Deliverables, or at agreed project milestones

• Invoices are due for payment within 14 days of the invoice date

3.3 Late payment

MAKE3D reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. MAKE3D also reserves the right to suspend work on any project where a payment is more than 14 days overdue.

3.4 Expenses

Where a project requires third-party costs such as prototype manufacture, specialist printing, software licences, or courier services, these will be agreed with the Client in advance and invoiced at cost or with a reasonable handling margin as specified in the Project Proposal.

4. Intellectual property

4.1 Background IP

Each party retains ownership of its Background IP. Nothing in these Terms transfers ownership of Background IP from one party to the other.

4.2 Project IP — assignment on payment

Subject to receipt of full payment of all fees due, MAKE3D assigns to the Client all Project IP created specifically for the Client in the delivery of the agreed project. This assignment takes effect automatically upon cleared payment of the final invoice.

Until full payment is received, all Project IP remains the property of MAKE3D and the Client has no right to use, reproduce, or distribute any Deliverables.

4.3 MAKE3D tools and methodologies

MAKE3D retains ownership of all tools, templates, parametric models, scripts, workflows, and methodologies developed prior to or independently of the project. Where such tools are used in delivery of the project, they are licensed to the Client for use in connection with the specific project only, not transferred.

4.4 Portfolio rights

MAKE3D reserves the right to display images and descriptions of completed project work in its portfolio, on its website, and in marketing materials, unless the Client has requested in writing that specific work remains confidential. Confidentiality requests must be made at the project outset and agreed in writing.

5. Client responsibilities

The Client agrees to:

• Provide MAKE3D with accurate, complete, and timely information, approvals, and materials required for the project

• Appoint a named point of contact with authority to give instructions and approvals on behalf of the Client

• Review and provide feedback on Deliverables within the timescales agreed in the Project Proposal

• Ensure that any materials, specifications, or third-party content provided to MAKE3D do not infringe the intellectual property or other rights of any third party

MAKE3D accepts no liability for delays or additional costs arising from the Client’s failure to meet these responsibilities.

6. Revisions and approvals

The Project Proposal will specify the number of revision rounds included within the agreed fee. Revisions beyond the agreed allowance will be charged at MAKE3D’s standard day rate, which will be quoted to the Client before additional work commences.

Once the Client has given written approval of a Deliverable or design stage, MAKE3D will proceed on that basis. Changes requested after approval has been given may be treated as out-of-scope work.

7. Timeline and delivery

MAKE3D will use reasonable endeavours to meet the timelines set out in the Project Proposal. Timelines are estimates and may be affected by factors outside MAKE3D’s reasonable control, including delayed Client feedback, changes to the project scope, or third-party delays.

MAKE3D will notify the Client promptly if a significant delay is anticipated and will work with the Client to agree a revised timeline.

8. Confidentiality

Both parties agree to keep confidential all information received from the other party that is marked as confidential or that a reasonable person would regard as confidential, and not to disclose such information to any third party without the prior written consent of the disclosing party.

This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party is required to disclose by law or regulatory authority.

Confidentiality obligations under this clause survive termination of the Agreement for a period of three years.

9. Liability

9.1 Limitation of liability

MAKE3D’s total liability to the Client in connection with any project, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to MAKE3D for that project.

9.2 Exclusion of consequential loss

MAKE3D shall not be liable for any indirect, special, or consequential loss, including but not limited to loss of profit, loss of business, loss of revenue, or damage to reputation, arising from or in connection with the services provided, even if MAKE3D has been advised of the possibility of such loss.

9.3 Third-party manufacture

MAKE3D accepts no liability for the performance, quality, or suitability of products manufactured by third parties from MAKE3D’s designs. The Client is responsible for ensuring that any manufacturer engaged to produce components or products from MAKE3D’s Deliverables is suitably qualified and insured.

9.4 Nothing in these Terms limits liability for

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Any other liability that cannot be excluded or limited by law

10. Termination

10.1 Termination by either party

Either party may terminate the Agreement on 14 days’ written notice to the other party.

10.2 Termination for cause

Either party may terminate the Agreement immediately on written notice if the other party:

• Commits a material breach of these Terms that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice

• Becomes insolvent, enters administration, or ceases to trade

10.3 Effect of termination

On termination, the Client shall pay MAKE3D for all work completed up to the date of termination, calculated on a pro-rata basis against the agreed project fee, plus any expenses incurred. MAKE3D will deliver all completed Deliverables to the Client upon receipt of payment for work completed to date.

Project IP in work completed and paid for transfers to the Client on termination. IP in incomplete work remains with MAKE3D until paid for in full.

11. Force majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, pandemic, war, industrial action, or failure of third-party systems or infrastructure.

The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to minimise the impact of the force majeure event.

12. General

12.1 Entire agreement

These Terms, together with the Project Proposal, constitute the entire agreement between the parties in relation to the project and supersede all prior discussions, representations, or agreements.

12.2 Variations

No variation to these Terms or the Project Proposal shall be effective unless agreed in writing by both parties.

12.3 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

12.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Governing law

These Terms and any dispute arising from them shall be governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

12.6 Notices

Notices under these Terms shall be in writing and sent by email to the addresses confirmed in the Project Proposal. Notices by email are deemed received on the next business day after sending, provided no delivery failure notification is received.