TERMS AND CONDITIONS

Welcome to the LIGHTSKYA Terms and Conditions

 

1    TABLE OF CONTENTS

1 Table Of Contents

2 Definitions

3 Scope Of Aplication

4 Offer

5  Fee, Payments, Security, and Interest

5.1 Fee

5.4 Security

5.5 Partial Delivery

6 Project Phases

7 Terms and Conditions

8 Conformity of the Product and Objections

8.1 Conformity

8.2 Objections

9 Intellectual Property Rights

10 Confidentiality Undertaking

10.6 Permitted Disclosure

10.7 No Obligation to Disclose

10.8 Contractual Penalty for Breach of Confidentiality

10.9 Full Recovery

11 Privacy Policy

12 Closing Remarks

12.1 Applicable Law

12.2 Dispute Resolution

12.3 Limitation of Liability

12.4 Assignment

12.5 Force Majeure

12.6 Term

12.7 Amendments

12.8 Contact Us

 

 2      DEFINITIONS

2.1    The following terminology applies to these General Terms and Conditions:

 

LIGHTSKYA,” “We,” “Us,” or “Our”

 

refers to “LIGHTSKYA” and any of its affiliates;

 

 

 

“Client,” “You” and “Your”

 

refers to you, the person accessing this website and accepting Our Terms and Conditions, signing the offer and/or agreement;

 

 

 

“Confidential Information”

 

encompasses all designs, drawings and/or other items, research or development, technical data, trade secrets, know-how, research, product plans, software, developments, inventions, discoveries, ideas, processes, formulas, technology, engineering, hardware configuration information, marketing, finances, and other business information, or other information regarding the products or services and markets related to the actual or anticipated Business Cooperation and/or products, which are developed and/or disclosed by any of the Parties or its affiliates and/or subsidiaries in relation to the Business Cooperation by any of the Parties and/or his affiliates or subsidiaries, either directly or indirectly, in whatever form that includes (a) information given orally, by demonstration or through any document, electronic file or any other way of representing or recording information (e.g. e-mail, virtual data room, cloud, CD, DVD, USB, other storage form), and (b) without limitation, the fact that discussions or negotiations are taking place concerning the Business Cooperation and the fact that information relating to the disclosing Party has been exchanged in preparation of the Business Cooperation or already is in the possession of any of the Parties or its respective Representatives but shall exclude:

 

(i)  information which is or subsequently becomes generally available to the public other than as a direct or indirect result of an unlawful act of a Party and any of its Representatives or a disclosure in breach of this Agreement or any other obligation of confidence owed by a Party or their Representatives to the other one;

 

(ii)  information which already is or subsequently becomes available to a Party or its Representatives from a source not connected with the other Party or any of its Representatives, provided that such source has lawfully obtained such information and does not owe any obligation of confidence in respect of that information to the disclosing Party or any of its Representatives; and

 

(iii) information that a Party or its Representatives have independently developed without the use of information falling under the definition above.

 

 

 

“Intellectual Property Rights”

 

refer to patents, utility models, inventions, copyrights and related rights, trademarks, business names and domain names, the right to get up and trade, goodwill and rights to lawsuit for the transfer or unfair competition, design rights, database rights, the right to use and protection of confidentiality, confidential information (including know-how and business secrets) and all other intellectual property rights in any case, regardless of whether they are registered or not, including any use and registration rights and the permissibility of the renewal and extension of registration, and the right to seek priority for such rights and any similar or equivalent rights or forms of protection that exist or will exist now or in the future in any part of the world;

 

 

 

“Offer”

 

refers to a document in writing that is generated by LIGHTSKYA’s information system and contains all terms on a task to be performed by LIGHTSKYA, including but not limited to project definition, detailed list of materials, detailed description of the product and services to be provided, scope of work, payment terms and deadlines, the project duration, contact person of each Party;

 

 

 

“Party”, “Parties”

 

refers to the Client and ourselves, or either the Client or ourselves;

 

 

 

“Representatives“

 

means directors, officers, employees, agents, and advisors (including, without limitation, attorneys, accountants, consultants, and financial advisors and their representatives) of either LIGHTSKYA or Client and their controlling and/or affiliated companies, and any other person engaged by any of them in connection with their mutual business cooperation;

 

 

 

“Services”

 

refers to activities of digital presentation of architectural design and services developed by LIGHTSKYA controllable via mobile application;

 

 

 

“Terms and Conditions”

 

refers to the General Terms and Conditions hereof;

 

 

 

 

“Website”

 

refers to the website https://www.lightskya.com;

 

 2.2    Any use of the above terminology or other words in the singular and plural are taken as interchangeable and therefore as referring to it.

 

 3      SCOPE OF APPLICATION

 

3.1   These Terms and Conditions shall form an integral part of any offer and/or agreement between LIGHTSKYA and its Client.

 3.2   Your access to this website indicates your acknowledgment of these Terms and Conditions and the provisions contained herein.

 3.2   By signing the offer and/or agreement with LIGHTSKYA, you agree to be bound by these Terms and Conditions and all of the terms incorporated therein by reference. Therefore, please read these Terms and Conditions carefully before signing any offer and/or agreement related to your business cooperation with LIGHTSKYA.

 

 4      OFFER

 4.1   These Terms and Conditions set out the terms of cooperation between LIGHTSKYA and its Clients and implementation of agreements in the course of the performance of digital presentation of architectural design and services by LIGHTSKYA under the Offer accepted by the Client.

 4.2   By accepting an Offer and/or signing a service agreement, the Client engages LIGHTSKYA to perform the Services with such scope and quality as set out in detail in the Offer.

 4.3   All terms of business cooperation that are not specifically provided in the Offer shall be subject to these Terms and Conditions.

 

 5      FEE, PAYMENT TERMS, SECURITY AND INTEREST

 5.1   Fee:

 For the product delivered and services provided, the Client shall pay LIGHTSKYA the fee by the terms set out in the Offer.

 5.2   LIGHTSKYA shall continue with the work on the product and/or provide the services within the following project phase only if the Client has paid the installment for the previous project phase, as set out in the Offer.

 5.3   In case of a delay in payment on any of the installments, the Client shall be liable to compensate LIGHTSKYA for any damages caused thereby, and LIGHTSKYA shall be entitled to apply statutory interest over the amount due.

 5.4    Security:

For the purposes of security of payment, the Client shall be obliged to provide LIGHTSKYA with the security of LIGHTSKYA’s choice under the terms defined in the Offer.

 5.5    Partial Delivery:

 The Parties agree that LIGHTSKYA shall deliver to the Client the product in smaller resolution with embedded trademark until the full payment of each and all fee installments.

 5.6   After paying the total fee, LIGHTSKYA shall deliver the final product to the Client.

 

 6      PROJECT PHASES

 6.1   LIGHTSKYA shall commence its work on a project and/or provision of services upon the Client’s delivery of the signed Offer and settlement of advance payment as set out in the Offer.

 6.2   LIGHTSKYA shall deliver the product in accordance with the phases and deadlines set out for each project phase in the Offer.

 6.3   Each and every modification of the product and its design deviating from the one set out in the Offer shall have to be delivered in writing and shall require drafting of a new Offer by LIGHTSKYA and its acceptance by the Client and shall be subject to service charge.

 

 7      TERMS OF COOPERATION

 7.1   By accepting these General Terms and Conditions, the Client accepts the following:

  •  all 3D animation shall be rendered in HD format and delivered via FTP;
  •  architectural drawings (cad files) of all visible areas in the scope of visualization areas shall be supplied by the Client to LIGHTSKYA before commencement of work as specified by Case 3D;
  •  specification of all fixtures, fittings, materials, colors and any other items included in the visualization shall be supplied by the Client to LIGHTSKYA before commencement of work;
  •  once the final product has been received and confirmed by the Client, any change to any part of its design and/or specification may require modification of originally anticipated fees. If such changes are to be significant (varying from the original design for more than __%) it may require defining a new scope of works that might result in new timelines;
  •  all deliveries that are not included in the standard offer and costs associated thereto shall be charged by the Client additionally. Such deliveries include but are not limited to, the following:

 

  •  film/photo or site premises;
  • drone photos;
  • surroundings photos;
  • photographing of specially styled people and/or stylists;
  • any special recording on a green screen (static and on the go);
  • animation of special characters that are not available at wide-ranging websites;
  • special plugs that are used when creating interactive products; and
  • specially composed music.

 

  • once cameras have been signed off, LIGHTSKYA will allow the Client 2 (two) rounds of feedback. Such feedback is intended to progress the images forward and not to be used for redesigns.
  • If the Client is in delay with providing feedback for more than 14 (fourteen) days, LIGHTSKYA shall be entitled to invoice him the entire amount of the project fee;
  •  The payment deadline is strictly 7 (seven) days unless explicitly stated otherwise in the Offer.

 

 8      CONFORMITY OF THE PRODUCT AND OBJECTIONS

 8.1    Conformity:

 The Client is obliged to sign the certificate of acceptance of the final product, or to lodge objections to its conformity within 3 (three) business days from the delivery date of the final product.

 8.2    Objections:

 Objections can be lodged only if related to defects in the services provided or the work performed. Objections based upon personal opinions and/or preferences are not ground for objections, and LIGHTSKYA shall not accept such objections.

 8.3   If the Client fails to object to the conformity of the delivered product within the specified deadline, the delivered product shall be considered to be compliant, and the certification of acceptance assigned by the Client.

 8.4 If there is any objection to the quality of the Product, the Client shall be obliged to inform LIGHTSKYA thereof in writing, explaining therein such objections.

 8.5   LIGHTSKYA shall be obliged to remove defects, if possible, within 10 (ten) business days from receipt of the objection.

 8.6   If the removal of defects requires more time due to the complicity of defects, they will be eliminated within the shortest time possible.

 

 9      INTELLECTUAL PROPERTY RIGHTS

 9.1   LIGHTSKYA shall be the sole proprietor of the product and the sole holder of all rights on the product, including all Intellectual Property Rights on the product and all its versions, until the full payment of the fee by the Client.

 9.2   Upon the full payment of the fee, LIGHTSKYA shall transfer the property rights on the product to the Client, including the right to reproduce, display and distribute the product without the special consent of LIGHTSKYA.

 9.3   LIGHTSKYA is entitled to use the product without any further consent by the Client as a professional reference for the purpose of promotion of LIGHTSKYA’s services; to list the Client among its client references and to add the product and/or its items in its publications and promotional material.

 9.4   LIGHTSKYA shall retain all non-property rights arising from the product as his copyright work, in line with the applicable law, and shall be entitled to add its reference/signature on the product in a visible manner. However, the version of the product to be delivered to the Client shall be without any attributes of LIGHTSKYA.

 

10    CONFIDENTIALITY UNDERTAKING

 10.1  The Client hereby undertakes:

 (i) to keep all Confidential Information proprietary, diligently and strictly confidential together with analyses, compilations, studies or other documents prepared by LIGHTSKYA or his Representatives with respect to their mutual business cooperation, which contain or otherwise reflect the Confidential Information and not to disclose it to anyone, save to the extent permitted by these Terms and Conditions, and to ensure that all Confidential Information is protected with adequate security measures and a degree of care that is required by applicable law as to prevent any access to Confidential Information by any person not qualifying under these Terms and Conditions;

 (ii)   to use Confidential Information only for the purpose permitted hereunder and not for any other purpose;

 (iii)  to keep confidential and not disclose to anyone except as provided for by 11.9 below the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between the Parties in connection with their business cooperation;

 (iv)  to ensure that any person to whom the Client passes any Confidential Information in accordance with 11.9 below acknowledges and complies with the provisions of these Terms and Conditions as if that person were also a party to it.

 10.2 The Client shall keep Confidential Information securely and properly protected against theft, damage, loss, and unauthorized access (including access by electronic means). This shall include taking maximum-security measures against loss or destruction of or damage to Confidential Information.

 10.3 The Client shall ensure that its Representatives are familiar with such statutory personal data protection rules and that they will comply with them.

 10.4 LIGHTSKYA regards Client records as confidential and, therefore will not be divulged to any third party, other than LIGHTSKYA’s manufacturer/supplier(s), and if legally required to do so to the appropriate authorities. The client has the right to request sight of and copies of any and all client records kept by LIGHTSKYA on the proviso that LIGHTSKYA is given reasonable notice of such a request.

 10.5 LIGHTSKYA will not sell, share, or rent Client’s proprietary information to any third party, or use the Client’s e-mail address for unsolicited mail. Any emails sent by LIGHTSKYA will only be in connection with the provision of agreed services and products.

 10.6  Permitted Disclosure:

 The Client and LIGHTSKYA may disclose Confidential Information:

 (i) to any of its Representatives (i) who needs to know Confidential Information to perform his/her jobs and (ii) who are bound by confidentiality obligations (by law, regulation, valid agreement or professional responsibility);

 (ii)   to any person to whom information is required to be disclosed (i) by decision of any governmental or other regulatory authority or similar body having jurisdiction over the Client, or (ii) pursuant to any applicable law or regulation, such Confidential Information as is required to be disclosed, in which case the Client shall disclose such confidential information in a manner reasonably designed to preserve its confidential nature; or

 (iii)  with the prior written consent of LIGHTSKYA (which consent shall not be unreasonably withheld).

 10.7  No obligation to Disclose:

 Notwithstanding any provision to the contrary in these Terms and Conditions, nothing contained herein shall obligate LIGHTSKYA to make available to the Client any Confidential Information or other information, and LIGHTSKYA retains the right to determine, in his sole discretion, what information, properties, and personnel to make available to the Client.

 10.8  Contractual Penalty for Breach of Confidentiality:

 The Parties hereby acknowledge that any breach of confidentiality governed hereunder shall be subject to a penalty of EUR 10,000.00 (ten thousand Euro).

 10.9  Full Recovery:

 Should the damage incurred by the non-breaching Party exceed the amount from the previous paragraph, the breaching Party shall compensate the other one up to the full amount of the damages sustained.

 10.10 In the event that either Party is required to enforce its rights through legal action, then it will be entitled to recover from the other Party all damage, loss, liability and costs, including, without limitation, reasonable attorney’s fees, if any of them incurs as a result of any breach by the Clients or its Representatives of the provisions of these Terms and Conditions.

 11    PRIVACY POLICY

 11.1 LIGHTSKYA collects the information supplied by the Client, including the ones divulged by the later through any contact form on LIGHTSKYA website or social media platforms, as well as in an e-mail.  This includes your email address, the contents thereof, text characters and any audio, video, and graphic information formats included in the message.

 11.2 LIGHTSKYA may store your information and use it to contact you in relation to our products and services and the improvement of their quality. However, LIGHTSKYA applies the highest security measures and standards in protecting both its own and your proprietary data.

 11.3  Also, LIGHTSKYA uses its website host’s applications and LinkedIn, Facebook and Instagram platforms to promote its activity and analyze its outreach. However, LIGHTSKYA does not store any personal data and shall not be responsible for the collection, usage, and disclosure policies and practices (including the data security practices) of such platforms and/or any other app developer or provider, operating system provider, wireless service provider or device manufacturer, including with respect to any personal information you disclose to such other entities through or in relation to our social media pages, website, applications, and other mobile interactive features.

 11.4 LIGHTSKYA does no monitor or review the content of any other party’s websites that are linked to from its website. Opinions expressed or materials appearing on such websites are not necessarily shared or endorsed by us and we may not be regarded as the publisher of such opinions or material. We may not be held responsible for the privacy practices or content of these websites.

 11.5 To the extent permitted by the applicable law, we will share your information without your consent only with members of the LIGHTSKYA corporate group and providers of technical services to our group. Other than that, your information might be shared only when so required by law or as necessary to provide or protect our services and/or products. 

 

 12    CLOSING REMARKS

 12.1  Applicable Law:

 Applicable law governing the business cooperation between LIGHTSKYA and the Client shall be the Serbian law, unless specifically set out otherwise in the offer submitted to the Client. 

 12.2  Dispute Resolution:

 Venue for exclusive resolution of any and all disputes arising out of or in connection with business cooperation between LIGHTSKYA and the Client shall be the Commercial Court in Novi Sad, Serbia, unless specifically set out otherwise in the offer submitted to the Client.

 12.3  Limitation of Liability:

In any event, the liability of LIGHTSKYA towards the Client or any other person for damages and loss of profits, reimbursement of third party engagement costs and any other claim in connection with the business cooperation between LIGHTSKYA and the Client and the product delivered and/or services provided shall be limited to the amount paid by the Client to LIGHTSKYA until the time of delivery of the request for compensation of damages.

12.4  Assignment:

 LIGHTSKYA is not entitled to assign its services within the business cooperation or its obligations thereunder to any person without the prior consent of the Client in writing, except for its affiliates.

 12.5  Force Majeure:

Neither Party shall be liable to the other for any failure to perform any obligation under any agreement which is due to an event beyond the control of such party including but not limited to any act of god, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural disaster or manmade eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which he could have been reasonably foreseen. Any Party affected by such event shall inform the other Party of the same and shall use all reasonable endeavors to comply with the terms of the business cooperation.

 12.6  Term:

 These Terms and Conditions will remain in full force and effect and continue to be binding without limit in time, save for any limitation that may apply under mandatory law, or until the date on which the Client and LIGHTSKYA agree in writing.

 12.7  Amendments:

LIGHTSKYA reserves the right to change or modify these Terms and Conditions at any time and in its sole discretion. If we change these Terms and Conditions, we will provide 30 (thirty) days’ notice through the Website or update the “Last Updated” date at the beginning of these Terms and Conditions.

 12.8  Contact Us:

 If you have any questions related to these Terms and Conditions, please contact us via help@lightskya.com