RENDERS
Contracts and copyright in architectural visualization: how to define scope, payments, revisions, deliverables and usage rights in a professional agreement.
Contracts and copyright are essential for defining scope, payment, revisions and usage rights in an architectural visualization commission.
Why should we not forget about contracts and copyright?
To succeed in any professional services business, including architectural rendering, one must become a successful sales executive, develop negotiation skills to draft a fair contract, produce the work, deliver it, and receive payment. Negotiation is the initial and most important phase in drafting a successful contract. Logically, without a successful negotiation phase, there is no contract and, consequently, no work. I believe I have written enough material related to negotiation. Today, I decided to write about the actual contract. Drafting a successful contract is about celebrating your negotiation, putting into formal words what you and your client have achieved together, and it is clearly directly related to understanding what you are selling and what you expect to receive in return.
Before continuing, I simply want to clarify that, although I have experience drafting contracts, I am not a lawyer by profession, and my recommendations come from experience alone. You should always consult a lawyer if you are not 100% certain or if the contract is worth a significant amount of money.
A contract: what does it really mean?
In basic terms, a contract is an agreement for an exchange. You agree to work and produce material in exchange for payment. Don’t be intimidated by the word; think of a contract as a computer program, putting into writing what you agreed to during negotiations. The purpose of a contract is not to force your client into any way; rather, it’s to document your agreement so everyone involved knows what to do and when, and understands the variables, conditions, and schedules.
Everything you define in a contract—all variables, timelines, payments, descriptions, and conditions—must be agreed upon during negotiations or during a bidding process (a bid is not a contract). The contract is the final step toward production, work, and payment. It’s important to understand that a bid, however formal, should never replace an actual contract. You might ask, “Why?” Well, a bid is a formal negotiation phase; one in which, most of the time, the scope of work changes, and new information is provided after the bid is submitted. Variables change, and therefore, the data you need for the contract also changes.
Is it necessary to have contracts written down to be legal and enforceable? Technically, no. An oral agreement could constitute a contract, but it can be very difficult to enforce if litigation is required. Writing contracts should be standard practice for anyone conducting business.
A contract has three parts and consists of the following: an offer, an acceptance, and finally an acknowledgment that demonstrates that the offering party has received the acceptance and confirms that a contract now exists. But a contract must also specify the reciprocal obligations that each party expects.
One Offer is really a proposal, in other words, “I’ll do this for that,” clearly inviting acceptance to follow. If your contract says, in minimal terms, “I’d like to do a 3D rendering or your new house plan,” it doesn’t constitute an offer because there’s no exchange of consideration (“quid pro quo”). But if you say, “I’ll deliver your house plan for $2,000,” then we have an offer. I’m offering something FOR something. An acceptance is what follows an offer: “I agree to pay you the $2,000 you’re asking for to deliver the plan for my new house.” A simple agreement from your client.
Can you write a contract without an acceptance? No, because without an acceptance and consent, it’s not a contract. What about a simple “yes” or simply “I agree”? Is this a simple acceptance of an offer? No, because if you read carefully, “I accept…” must be followed by “to something”; something specific; even “to the contents of your offer dated…”. Only then are you accepting the offer; without it, there can be no contract. Consideration is the simplest thing to explain; it’s what you’re exchanging. A “Representation” and “$2,000” are the actual considerations; without them, there is no contract. And finally, the acceptor doesn’t have a contract until they know the offeror has received the acceptance and are aware that a contract exists.
So, now we know the basics of contract drafting, but does that mean any draft containing an Offer, an Acceptance, and Consideration constitutes a valid contract? No! In most states and countries, a contract that promises something impossible, an unenforceable action, or an illegal act of any kind (legality of purpose), such as “I’ll give you back your house for $2,000 if you run a red light,” is invalid. Similarly, a contract made with a minor or a certified mentally ill person is also considered an invalid contract.
Clearly, there is much more to contracts than the above, such as applicable laws, warranties, remedies, statutes of limitations, etc. It can get a little complicated when dealing with confidential information required for some projects. But don’t be intimidated by these terms. If you read any contract, such as the type of agreement that comes with your software purchase, read it carefully, and you should understand most of it.
What should be included in an architectural services contract?
One method we often use, for a single contract that outlines all the work, is to include the following: Schedules of both parties and payment terms:
1) Identify the parties involved:
This document is an agreement reached between: JVA Rendering, Inc., a corporation of Spain (hereinafter, “JVA”) and XYZ Studio, Inc., a corporation of California (hereinafter, “The Client” and/or “Client”)
2) Definitions:
If special terms such as “anti-aliasing” or “radiosity” are used, please define each of these terms at the beginning. You can also describe what “Still” means here, and so on.
Agreement on definitions:
a- Rendering: (define rendering here)
b- Frame(s): (define it)
c- Artistic Interpretation: (define it)
d- And so on…
3) Brief description:
Describe the offer; in a single paragraph, describe the purpose of this contract and the actual work to be performed.
The Client will provide JVA with the floor plans and elevations of the La Gavia shopping center. JVA will produce three (3) infographics (3 still images), delivered in JPG format, and will include 30 seconds of animation, which will later be defined for delivery in MP4 format, all delivered on January X, 20XX. For the aforementioned infographics and animation work, XYW will pay JVA the estimated sum of €10,000.00 owed according to the payment schedule defined below.
4) Scope of work and schedule:
Describe it using deadlines for all parties involved
Contact person:
a- Mr. Garcia Garcia of XYZ (the Client) will review all drafts provided by JVA. No other person will contact JVA regarding this agreement unless previously agreed to by Mr. Mario Mario of JVA.
b- Mr. Mario Mario of JVA will be the sole contact for corrections or changes related to this agreement.
Week 1 (January 1)
c- The Client will deliver the final drawings (plans and elevations, 2 sections, 1 site plan, material descriptions) in AutoCAD 20XX format.
d- JVA will begin cleaning the AutoCAD drawings and start the 3D modeling process.
e- The Client will review the first drafts of the 3D modeling via email (Friday, January 5) and send any corrections via email the same day. An email signature/confirmation from XYZ is required.
Week 2 (January 8)
f- The Client will deliver final material samples: carpet and wood selections, and final logo artwork for the shopping center.
g- JVA will continue with the 3D modeling process.
h- JVA will generate draft images for the camera selection and deliver them via email on Friday, January 14.
i-(And so on)
5) Acceptance:
Describe the acceptance and consideration. This is where you specify costs, payment schedules, and other related data.
COSTS:
- AutoCAD Cleanup 7 hours @ €60/hr €420.00
- 3D Modeling 48 hours @ €60/hr €420.00
- Texturing 16 hours @ €60/hr €420.00
- Camera Setup – Animation 2 hours @ €60/hr €420.00
- Render Farm 24 hours @ €60/hr €420.00
- Printing 1 hour @ €60/hr €420.00
- UPS / NA Mail €60
- Photography €60/day €60.00
- Travel/Airfare Approximately €600
- (ADD IF NECESSARY)
- Total €10,000.00
PAYMENT SCHEDULE
In exchange for the work described by JVA, the Client will issue/transfer funds to JVA according to the schedule described:
-January 1st The Client will transfer 30% of the estimated cost (€3,000.00) to JVA’s bank account.
-January 8th: The Client will transfer 30% of the estimated cost (€3,000.00) to JVA’s bank account.
-January 28th: The Client will transfer the remaining amount of the fees, including airfare and all additional fees. The estimated amount is €6,000.00.
Transfer instructions will be included on a JVA invoice; please refer to this invoice for further instructions.
6) Copyright Agreement / Copyright License:
This example may vary; some clients may request ownership of the copyright. In such cases, you must agree to obtain a license to use your portfolio.
Copyright Ownership: JVA will own and hold the copyright to all material generated by JVA. JVA will not claim or assert copyright ownership of drawings, designs, and materials supplied by the client. JVA will grant permission/license to the client (XYZ) and its clients to use this material for their purposes at no additional charge, subject to the following limitations:
1 – Unlimited reproductions of this material are authorized by JVA, for an unlimited time, only if
JVA is credited accordingly, as applicable:
- For digital media such as QuickTime, AVI, and other similar media, the name JVA “JVA Rendering, Inc.” must appear in the end credits.
- For prints other than those used for client presentations, including but not limited to magazine covers, magazine articles, book covers, book images, and website images, appropriate and visible credit to JVA must be given.
- Modifications such as cropping, saturation, uniform scaling, and rotation are permitted. All other modifications, including but not limited to non-uniform scaling, color, hue, sharpness, grain, blur, smudging, addition, deletion, negative, noise, and other digital or non-digital modifications, are not permitted unless authorized by JVA in writing with a valid signature.
2 – Submitted images and animations may not be sold or converted in any way without JVA’s authorization.
3 – Submitted images and animations may not be sublicensed to a third party without JVA’s authorization.
7) Applicable Laws:
You acknowledge that you are writing in accordance with the laws of the state in which you are located, and any other applicable laws.
8) Warranties:
Describe everything for which you are not responsible and you may add more technical details.
Limitation of Liability, Warranties, and Disclaimers: Except as expressly stated otherwise in a written agreement between the customer and JVA, all materials and services offered by JVA are provided as described in this contract (“the Contract”) without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, JVA does not warrant that (i) the services and materials will meet your unspecified requirements, (ii) the services and materials will be error-free, (iii) the results that may be obtained from the use of our contracted services will be effective, accurate, or reliable for the final physical development, including but not limited to construction, office buildings, houses, sites, and others of a similar nature, or (iv) the quality of our services or the information obtained by you from the website, brochure, or demonstration video will meet your unspecified expectations. “Specified” expectations must be in writing and must be attached to and included in this agreement (“the Agreement”).
In no event shall JVA be liable to the client or any third party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, but not limited to, those resulting from loss of use, data, or profits. Whether or not JVA has been advised of the possibility of such damages, and on any theory of liability, arising from the client’s architectural design drawings, the material provided by the client, the differences between the client’s drawings and the final development, including, but not limited to, construction, materials, shadows, hue, saturation, color, reflectivity, brightness, and shape. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you.
(These may be longer if you add arbitration agreements and other details)
9) Final Agreement:
Agreement on all points and signatures. Add the names of the executives, their titles/positions, the date, and, most importantly, a signature. Even better, both parties will initial each page and each will have a copy. In some countries, it is customary to have the signatures notarized.
Clarifications and questions about this document: Should you require any clarification or modification regarding any of the points above, please do not hesitate to contact JVA.
I/we hereby declare that I/we have read the above contract, including points 1 through N, inclusive, and I agree to it.
Signatures…
Brief clarification:
As I said before, it would be much better for you to consult a lawyer and hire them to draft a contract template for you. My suggestions should not be treated as legal advice; this article only covers the basics to give you a better understanding of contract writing and reading. Don’t be afraid of these documents, you’ll find them very easy to read over time.
This is one way we organize some contracts. For small or less important jobs, following these concepts and omitting some of them, we have our own simplified contract template. Based on experience, especially with small clients, an overly long contract can be intimidating; therefore, the simplified template is a version no longer than two pages that covers all these concepts.
For a specific commission, you can request an estimate from JVA Renders. For an institutional overview of copyright and creators’ rights, consult the World Intellectual Property Organization. When reviewing contracts and copyright, always confirm which rights are licensed, for how long and in which media. This article is informational and does not replace professional legal advice.
