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Terms & conditions
Definitions and Interpretation
In these Conditions:
Conditions means the terms and conditions of supply set out in this document;
Confidential Information means any commercial, financial, or technical information, know-how or trade secrets that are either clearly confidential or identified as such;
Contract means the agreement between CGI Kitchen and you for the provision of Services and Renders, incorporating these Conditions and the Order;
Draft Renders means any CGI visuals, drawings, content, or other materials supplied in draft form for your review;
Final Renders means the finalised CGI visuals, drawings, content, or other materials supplied after your approval of Draft Renders;
Force Majeure Event means circumstances outside our reasonable control that prevent or delay our obligations;
IPR means all intellectual property rights, including copyrights, trademarks, design rights, domain names, and other related rights;
IPR Claim means any claim or allegation that the Renders infringe third-party intellectual property;
Order refers to your instruction for Services and Renders as confirmed through our written estimate and email correspondence;
party means either you or CGI Kitchen; parties means both of us;
Price is as defined in section 3.1;
Renders refers to both Draft Renders and Final Renders;
Services means the services we provide to you, as set out in the Order;
we, us, and our means CGI Kitchen;
you and your means the customer named in the Order who agrees to purchase the Services and Renders.
References in these Conditions:
to a 'section' mean a section of these Conditions;
to a 'third party' mean someone who is not either of us;
to 'writing' includes email.
Application
These Conditions override any previous terms and conditions.
Other documents or communications from you will not alter these Conditions unless agreed in writing.
No changes to these Conditions or any Order are valid unless agreed by us in writing.
Your Order is an offer to purchase Services and Renders based on these Conditions.
We may accept or reject an Order. Acceptance occurs via written confirmation or commencement of work.
Marketing or promotional materials do not form part of the Contract.
Price and Payment
The Price is as stated in the Order or as advised before the Order is confirmed.
Prices exclude VAT (if applicable), which will be added to your invoice.
Unless otherwise stated, we invoice after submitting Draft Renders.
Payment is due within 7 days of the invoice date.
If payment is late:
interest accrues daily at 3% above the Bank of England base rate;
we may pause Services and withhold Final Renders until full payment is made.
Performance
We will provide Services and Renders by agreed dates or within a reasonable time.
Work may be delivered in stages. Issues with one stage do not entitle cancellation of others.
Delivery dates are estimates and not guaranteed.
We are not liable for delays caused by:
lack of instruction or feedback from you;
Force Majeure Events.
Warranty
We warrant that Final Renders will:
materially match their description;
be free from material defects;
be delivered with reasonable skill and care.
You confirm that all information you provide is accurate and complete.
If we breach this warranty, we may choose to fix, re-supply, or refund the affected work.
These Conditions apply to any corrected or re-supplied work.
No other warranties apply unless specifically agreed.
Limitation of Liability
Nothing limits our liability for death or injury caused by negligence.
We are not liable for indirect or consequential losses.
We are not liable for:
lost profits or revenue;
data or software loss or corruption;
equipment damage;
lost contracts or opportunities;
reputational damage.
Our total liability is limited to 100% of the Price you paid.
Intellectual Property
We retain ownership of all intellectual property in the Renders.
You receive an exclusive, non-transferable, royalty-free licence to use Final Renders for their intended purpose.
No rights are granted in relation to Draft Renders.
Except as permitted in section 7.2, no IP rights are transferred.
Nothing in the Contract waives our moral rights.
You must not:
alter or re-use Draft Renders;
modify Final Renders without our written consent;
resell Final Renders;
sub-license the Final Renders;
use Final Renders unlawfully or infringe third-party rights.
If an IPR Claim arises, you will:
inform us immediately;
not admit liability or settle without our consent;
let us manage the claim if we choose to do so;
minimise related losses;
assist us in handling the claim.
Confidentiality
Both parties must keep each other's Confidential Information secret.
This duty does not apply to information:
already public;
disclosed due to legal obligations.
Data Protection
Both parties will comply with UK data protection law.
You are the data controller; we are the processor.
We will process personal data as instructed and in line with the law.
We will protect personal data from unauthorised access or loss.
We will not use sub-processors or transfer data internationally without your written consent.
We will forward any data access requests to you for response.
Force Majeure
We are not responsible for delays or failures caused by Force Majeure Events.
We will notify you if such an event impacts performance.
Termination
We may terminate the Contract if:
you commit a serious or unfixable breach;
you fail to pay amounts due.
Termination does not affect any rights either party had before the date of termination.
General
The Contract is the entire agreement between us.
You may not assign or transfer the Contract without our written consent.
If any part of this Contract is unenforceable, the rest remains valid.
Delays in enforcing rights do not waive those rights.
No third party can enforce this Contract.
The Contract is governed by English law, and the courts of England and Wales have exclusive jurisdiction.