Client Engagement Terms

All engagements with Koidre Atelier commence upon execution of a written Scope of Work ("SOW") or Letter of Engagement ("LOE"). Verbal agreements or preliminary discussions do not constitute a binding engagement.

1.1 Scope Definition

Each SOW will specify: project deliverables, visualization types, revision allowances, timeline milestones, fee structure, and any special conditions. Work outside the defined scope requires a written change order.

1.2 Change Orders

Modifications to scope, timeline, or deliverables must be documented via written change order. Change orders may affect project fees and timelines. Koidre Atelier reserves the right to pause work until change orders are executed.

1.3 Project Milestones

Projects typically proceed through defined phases: Discovery, Concept Development, Refinement, and Final Delivery. Each phase requires client approval before proceeding. Delays in client feedback may impact project timelines and may incur additional fees.

2.1 Fee Structure

Fees are structured on a project basis unless otherwise specified. Standard payment terms require: 50% upon engagement commencement, 25% upon concept approval, and 25% upon final delivery. Alternative structures may be negotiated for ongoing relationships.

2.2 Payment Timeline

Invoices are due within fifteen (15) days of issuance. Late payments accrue interest at 1.5% monthly. Koidre Atelier reserves the right to suspend work on accounts with outstanding balances exceeding thirty (30) days.

2.3 Cancellation & Kill Fees

Client may cancel an engagement with written notice. Upon cancellation: all completed work is billed at full rate, work in progress is billed proportionally, and a cancellation fee of 25% of remaining project value applies. Materials produced prior to cancellation remain property of Koidre Atelier until fees are settled.

2.4 Expenses

Pre-approved expenses (travel, specialty software, third-party assets, printing) are billed at cost plus 15% administrative fee. Expense estimates are provided in advance; actuals exceeding estimates by more than 10% require prior approval.

3.1 Ownership Transfer

Upon receipt of final payment in full, Client receives exclusive rights to use deliverables for the specified project. Until final payment, all materials remain the exclusive property of Koidre Atelier.

3.2 Retained Rights

Koidre Atelier retains the right to: display work in portfolio and marketing materials (subject to confidentiality provisions), retain copies for archival purposes, use underlying techniques, methods, and non-project-specific elements in future work.

3.3 Third-Party Assets

Deliverables may incorporate licensed third-party assets (3D models, textures, stock photography). Client is responsible for ensuring their use complies with applicable license terms. Koidre Atelier will disclose significant third-party asset usage upon request.

3.4 Work Product Categories

Deliverables are categorized as: (a) Assigned Work — IP transfers to Client upon payment; (b) Licensed Work — Client receives usage rights, IP remains with Koidre Atelier; (c) Background IP — pre-existing Koidre Atelier materials, licensed for project use only. Category designation is specified in each SOW.

4.1 Confidential Information

Koidre Atelier acknowledges that pre-development information is highly sensitive. "Confidential Information" includes: project details, site information, financial projections, investor identities, development timelines, and any information marked confidential or reasonably understood to be confidential.

4.2 Obligations

Koidre Atelier agrees to: protect Confidential Information using reasonable measures, limit disclosure to personnel with need-to-know, not use Confidential Information except for project purposes, and promptly return or destroy Confidential Information upon project completion or Client request.

4.3 Duration

Confidentiality obligations survive for three (3) years following project completion, or until information becomes publicly available through no fault of Koidre Atelier.

4.4 Exclusions

Confidentiality obligations do not apply to information that: is or becomes publicly available, was known to Koidre Atelier prior to disclosure, is independently developed, or is required to be disclosed by law (with prompt notice to Client).

4.5 Project Existence

The existence of an engagement may itself be Confidential Information. Koidre Atelier will not disclose Client identity or project involvement without prior written consent, except for portfolio use as permitted under Section 3.2.

5.1 Not Offering Materials

Visualizations and materials produced by Koidre Atelier are not intended to constitute, and shall not be construed as, an offer to sell or solicitation of an offer to buy securities or any other financial instrument.

5.2 No Financial Projections

Unless explicitly stated otherwise, materials do not contain or represent financial projections, pro forma statements, or investment returns. Any numerical information depicted is for illustrative purposes only.

5.3 Due Diligence

Materials are not a substitute for independent due diligence. Investors and capital representatives should conduct their own analysis and consult appropriate financial, legal, and tax advisors before making investment decisions.

5.4 Forward-Looking Statements

Visualizations inherently depict future states and should be understood as forward-looking. Actual results may differ materially. Client is solely responsible for any forward-looking statements made in connection with materials.

5.5 Regulatory Compliance

Client is solely responsible for ensuring any use of materials complies with applicable securities laws and regulations, including SEC, state blue sky laws, and foreign securities regulations as applicable.

6.1 Scope of Services

Koidre Atelier provides architectural visualization and early-phase conceptual services. We do not provide: licensed architectural services, engineering services, construction documents, code compliance analysis, or feasibility studies.

6.2 Visualization Accuracy

Visualizations are artistic interpretations intended to convey design intent. They may not accurately represent: final dimensions, materials, colors, lighting conditions, views, landscaping maturity, surrounding context, or regulatory-compliant designs.

6.3 No Professional Opinions

Nothing in our deliverables constitutes a professional opinion regarding: structural integrity, code compliance, environmental impact, market feasibility, or investment suitability. Client should engage appropriate licensed professionals for such opinions.

6.4 Reliance

Materials are produced based on information provided by Client. Koidre Atelier does not independently verify site conditions, zoning compliance, or accuracy of provided information. Client warrants the accuracy of information provided.

7.1 Limitation of Liability

Koidre Atelier's total liability for any claims arising from an engagement shall not exceed the fees paid for that engagement. In no event shall Koidre Atelier be liable for indirect, incidental, consequential, special, or punitive damages.

7.2 Client Indemnification

Client agrees to indemnify and hold harmless Koidre Atelier from claims arising from: inaccuracy of information provided by Client, Client's use of materials beyond agreed scope, third-party claims related to the project, and Client's violation of securities or other laws.

7.3 Insurance

Koidre Atelier maintains professional liability insurance. Certificates of insurance are available upon request. Client is responsible for maintaining appropriate insurance coverage for their development activities.

7.4 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, pandemic, civil unrest, or infrastructure failures.

8.1 Governing Law

These terms and any engagement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

8.2 Mediation

Prior to initiating litigation, parties agree to attempt resolution through good-faith mediation administered by a mutually agreed mediator in Houston, Texas.

8.3 Arbitration

If mediation fails, disputes shall be resolved by binding arbitration in Houston, Texas, under the rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Attorneys' Fees

In any dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Entire Agreement: These terms, together with the applicable SOW, constitute the entire agreement between parties and supersede all prior discussions.

Severability: If any provision is found unenforceable, remaining provisions continue in effect.

Waiver: Failure to enforce any provision does not constitute waiver of future enforcement.

Assignment: Client may not assign engagement rights without prior written consent. Koidre Atelier may assign to successors or affiliates.

Notices: Legal notices must be in writing and delivered to addresses specified in the SOW.

Amendments: These terms may be amended by Koidre Atelier with thirty (30) days notice. Continued engagement constitutes acceptance of amended terms.