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General Terms and Conditions

This Agreement (“Agreement”) is made and entered into by and between Northeast 3D (hereinafter referred to as “NE3D”) and Client (hereinafter referred to as “Client”). The following Terms and Conditions govern the provision of services by NE3D to Client.

1. Changes to Statement of Work (SOW)

Any changes to the Statement of Work (“SOW”) must be made through a written Change Request document executed by both parties. Such changes may result in additional charges and/or adjustments to the delivery timeline. NE3D shall not be responsible for delays, additional costs, or errors resulting from any Client-requested changes or lack of timely communication, materials, or approvals.

2. Termination

If either party fails to perform its obligations under this Agreement (including timely payment of fees), and such failure continues for thirty (30) days after written notice, the other party may terminate the Agreement immediately.

Termination shall not affect any obligations accrued prior to the termination date, including fees for services already rendered, which remain payable. NE3D may also terminate this Agreement immediately in cases of material breach, including breach of confidentiality or violation of applicable laws.

3. Confidentiality

“Confidential Information” means any Client information or ideas (whether tangible or intangible) that are identified as “Confidential” or would reasonably be understood as confidential. NE3D agrees to use such information solely for the purpose of performing services under this Agreement and shall not disclose it to any third party other than its employees, consultants, or partners on a need-to-know basis.

NE3D agrees to protect Confidential Information with the same level of care it uses to protect its own, and in any case no less than reasonable care. Confidential Information does not include information that:

  • (a) was known to NE3D prior to disclosure;

  • (b) becomes publicly known through no fault of NE3D; or

  • (c) is lawfully received from a third party without restriction.

These obligations remain in effect for two (2) years following termination or expiration of this Agreement, or as long as the Confidential Information remains confidential—whichever is longer.

4. Non-Solicitation

During the term of this Agreement and for one (1) year following its termination, Client agrees not to directly or indirectly solicit for hire or engage any employee, contractor, vendor, or service provider of NE3D or its affiliates without NE3D’s prior written consent.

This restriction does not apply to general job postings or advertisements not specifically targeted at NE3D personnel.

5. Limitation of Liability

To the fullest extent permitted by law, NE3D shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of use, data, revenue, profits, business opportunity, or goodwill, even if NE3D has been advised of the possibility of such damages.

NE3D’s total aggregate liability for all claims related to this Agreement shall not exceed the total fees actually paid by Client to NE3D under the applicable SOW during the six (6) month period immediately preceding the event giving rise to the claim.

NE3D makes no warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. All deliverables are provided “as-is,” and Client assumes full responsibility for their use.

This limitation of liability does not apply to NE3D’s gross negligence, willful misconduct, or breach of confidentiality obligations.

Client acknowledges that the pricing and scope of services are based on this allocation of risk, which is a material inducement for NE3D to enter into this Agreement.

6. Compliance with Laws / Data Privacy

Each party shall comply with all applicable laws, including data protection and privacy laws.

Where NE3D processes any Personal Data (information relating to an identified or identifiable individual) on behalf of Client:

  • (a) Client shall be the “data controller”;

  • (b) NE3D shall be the “data processor”; and

  • (c) Client shall ensure that all instructions given to NE3D comply with applicable data protection laws.

NE3D shall not be liable for any misuse or mismanagement of Personal Data provided by Client. The parties agree to enter into a separate Data Processing Addendum (DPA) if required by applicable law.

7. Publicity

Client grants NE3D the right to identify Client as a customer and to use Client’s name, logo, and a general description of the services in promotional materials, including websites, portfolios, proposals, and presentations.

NE3D agrees to use this content professionally and will honor reasonable requests from Client to restrict or review such usage.

8. Late Payment Fees, Interest, and Collections

Invoices are due within thirty (30) days of the invoice date. If payment is not received within five (5) days after the due date, NE3D reserves the right to assess:

  • A late fee of $100 or 2.0% of the outstanding balance per month, whichever is greater;

  • Monthly interest compounded at 2.0%, or the maximum rate permitted by law, whichever is lower.

These charges reflect administrative burden, time value of money, and lost opportunities. Interest and fees continue to accrue after termination or project completion until the full balance is paid.

If an invoice remains unpaid for more than sixty (60) days, NE3D may initiate collection proceedings. Client agrees to cover all associated collection costs, including attorney’s fees, court costs, and agency fees.

NE3D reserves the right to suspend services, withhold deliverables, or revoke access to project assets for overdue accounts. Such actions do not constitute a breach of contract by NE3D.

9. Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor strikes, power failures, internet outages, or pandemics (“Force Majeure Events”).

Performance shall be suspended for the duration of the Force Majeure Event. Either party may terminate this Agreement if the event continues for more than thirty (30) consecutive days.

10. Dispute Resolution

In the event of a dispute, both parties agree to attempt to resolve the matter amicably through informal discussions. If unresolved, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), to be held in the state and county of NE3D’s principal place of business.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, proposals, or communications, whether oral or written.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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