Last Updated: 19/10/2026

 

The parties:

1. 3D Structural Detailing Services Limited (“3DSDS”) Registered in England and Wales.

Company Registration Number: 12035756

Address: 5 Kings Ride, Blackfield, Southampton, Hampshire, United Kingdom, SO45 1ZN

2. Client Company Name 

The above named shall be known collectively as “Parties” and each a “Party”.

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Whereas:

1. The supplier is experienced in Structural Detailing.

2. The Parties wish to enter into an arrangement with each other, for the provision of Services (defined below) by 3DSDS to the Client, on the terms and conditions of this Agreement.

 

Definitions:

Within this Agreement, the following definitions apply:

“Charges” means the charges payable by the Client for the supply of Services.

“Interest” means 8% above the Bank of England base rate as relevant at the time of the claim.

“Costs of recovery” means any and all costs incurred in the event that we have to recover monies owed to us through the courts including small claims courts.

“Contract” means the Agreement between the parties for the supply of services in exchange for the Charges.

“Intellectual Property Rights” means any idea or submission originating from 3DSDS belongs to 3DSDS.

“Retention of Title” means any drawings or plans provided belong to 3DSDS until such time as payment for the title is made.

“Party” means either the Client or 3DSDS.

“Parties” means 3DSDS and the Client referred to collectively.

“Request for Information (RFI)” means 3DSDS asking the Client for further details regarding the Services ordered by the Client.

“Specification” the Service in which 3DSDS is to supply to the Client.

“Confirmation of Order” means 3DSDS accepting the offer made by the Client.

“Payment Schedule” means the prescribed dates and amounts for payments to be made to 3DSDS.

“Third Parties” means any party other than 3DSDS or the Client.

“Force Majeure Event” means an event beyond the reasonable control of the 3DSDS including but not limited to failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of 3DSDS’s subcontractors;

“Written or Writing” means a physical letter or an email and includes any and all correspondence through any platform, such as SMS, WhatsApp or any other form of electronically communication known or unknown.

 

1.0 - Basis of contract:

• 3DSDS shall provide the Services as listed on the Quotation supplied with this contract with the reference Quotation # required by the Client containing the price of the Services.

• Any Quotation given by 3DSDS shall not constitute an offer and is only valid for a period of 30 days from the date of its issue including Weekends.

• A Client requiring Services shall place an instruction which shall constitute an offer by the Client to purchase Services in accordance with these conditions capable of acceptance by 3DSDS.

• If Completion Dates are specified by Client, 3DSDS shall use all reasonable endeavours to meet such dates.

• If 3DSDS make any RFIs and the Client does not return within a reasonable time, with information requested, 3DSDS will not be bound to any agreed timelines and, the Client may incur costs that are extra to the accepted offer.

• The instruction shall be accepted when 3DSDS receives the signed Quotation back electronically and this agreement becomes a legally binding contract.

• If at any time the Client changes the design from the previously quoted design, 3DSDS reserves the right in amending the quote accordingly and will notify the Client in writing.

• 3DSDS reserves the right to decline any instruction up to the acceptance of instruction.

• These conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

• The Contract is non-exclusive. 3DSDS may enter into agreements for the supply of similar Services to the Clients competitors regardless of geographical location.

• 3D Structural Detailing Services Limited only work under instruction from their clients, 3DSDS will not amend, modify, or change any information unless they have a confirmation in writing to proceed with the change.
   

2.0 - Supply and quality of services.

• 3DSDS shall supply the Services in accordance with the Specification in all material aspects.

• The Services can be changed by 3DSDS for the purpose of complying with applicable laws and regulations.

• The Services will be provided using reasonable care and skill and all drawings supplied using agreed formats.

 

3.0 - Obligations of the Client:

The Client shall:

• Provide complete and accurate information in the Specification for Services.

• Co-operate with 3DSDS in all matter relating to the Services.

• Provide 3DSDS, its employees, agents, consultants and subcontractors with access to the location the Specification relates to as reasonable required by 3DSDS.

• Provide accurate information within a reasonable time following an RFI by 3DSDS.
   

• If 3DSDS is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, then without limiting its other rights or remedies:

• 3DSDS shall have the right to suspend performance of the Services.

• 3DSDS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the failure or delay of 3DSDS to perform any of its obligations as set out above; and

• The Client shall reimburse 3DSDS on written demand for its costs or losses arising directly or indirectly from such default.

 

4.0 - Deliverables:

• Each drawing supplied by 3DSDS to the Client shall be done so electronically but, where there is the requirement for a physical copy from 3DSDS this will be done so using Royal Mail First Class Guaranteed or DHL and postage costs will be added to final payment.

• 3DSDS will notify the Client when a physical document has been posted and the expected delivery date, and it will be the Clients duty to inform 3DSDS if any such documents do not arrive.

 

5.0 - Charges and Payment:

• The payment for the Services shall be calculated in accordance with the standard fee rates of 3DSDS and costs, as set out in the instructions and confirmation of instructions.

• 3DSDS shall invoice the Client upon Confirmation of instructions for a deposit and a payment schedule will dictate the payments accordingly, see “Payment Schedule”

• All invoices are to be paid via bank transfer within 3 Days of receiving the Invoice before a download is available for any DOCUMENTATION.

• Failure to pay an invoice within the allotted 3 Days and if a new download link is requested this will result in the Client incurring an administration fee of £15 for each download link provided to the Client.

• The interest for late payments will be calculated in line with the Late Payment of Commercial Debts (Interest) Act 1998 and as above the Bank of England Base Rate from time to time.

 

6.0 - Payment Schedule:

• Up to £500.00, must be PAID IN FULL on receipt of Invoice.

• £500.01 and above, must be paid in accordance with the payment schedule listed below.

If the Client requires a 3 - Staged Payment Plan with 3DSDS the following Payment Schedule applies:

• Payment 1 - 50% to be paid on acceptance of Quotation to commence work.

• Payment 2 - 25% to be paid within 3 days before link is provided automatically.

• Payment 3 - 25% to be paid within 3 days before link is provided automatically.

 

If the above payment terms are not adhered to 3DSDS reserves the right to charge for Admin Fees & Late Payments in accordance with Late Payment of Commercial Debts Regulation 2013

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7.0 - Training Services:

• Payment for our Training Services are to be PAID IN FULL and is done via Bank Transfer.

 

Cancellation and Notice Periods:

 

• bookings@3dsds.co.ukCustomer cancellation: You may cancel a training order within 14 calendar days of the day after placing it, by written notice to If training begins at your request during this period, charges may apply for training provided.

• This period runs from the day after we receive the order.
   

Cancellation after the cooling-off period:

• After any applicable 14-day statutory cooling-off period, cancellations must be made in writing to bookings@3dsds.co.uk

 

​The following charges will apply, based on the date written notice is received:

• More than 28 days before the training start date: full refund, less a £25.00 administration fee.

• 15–28 days before the training start date: 50% of the training fee is payable.

• 8–14 days before the training start date: 75% of the training fee is payable.

• 7 days or fewer before the training start date, or failure to attend: 100% of the training fee is payable.

 

These charges reflect the administrative, trainer, venue, materials and reservation costs incurred because of cancellation and are not intended as a penalty. We may, at our discretion, allow a transfer to an alternative date subject to availability and any reasonable transfer fee.

 

8.0 - Intellectual Property Rights:

• All Intellectual Property Rights in or arising out of or in connection with the Services including, without limitation all drawings shall be owned by and the exclusive property of 3DSDS and / or a Company in its Group.

• 3DSDS will hold Retention of Title until such time as the Client has paid for the work done and at that time 3DSDS will release to the Client the Title to works paid for.

• The Client will indemnify 3DSDS against all costs, claims, damages and / or expenses incurred by 3DSDS or, for which 3DSDS may become liable with respect, but not limited to any subcontract 3DSDS may have in relation to the performance of the Specification plus interest as set out herein.

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9.0 - Confidentiality:

• A Party shall keep in strict confidence all information relating to this Agreement and shall not discuss its contents with Third Parties. All personal information contained herein is subject to the General Data Protection Regulation (GDPR).

• The receiving Party of any confidential information shall only disclose such information to those of its employees, agents and subcontractors who must know it for the purpose of discharging the Receiving Parties obligations under this Contract. The Receiving Party shall ensure such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a Party to the Contract.

• The Receiving Party shall not be liable for the disclosure or use of Confidential Information that, as such receiving party can demonstrate by competent physical evidence:

  • at the time of disclosure is known to the Receiving Party or has been published or is otherwise publicly available; or

  • after disclosure, becomes publicly available other than through a breach of these terms and conditions; or

  • becomes known to the Receiving Party from a source that legally obtained such information without an obligation of confidentiality or nondisclosure; or

  • is disclosed pursuant to law, regulation or lawful order of process.

• 3DSDS and the Client agree not to use the others names or trademarks or those of any other members of the others Group in any advertising, publicity or news release related to any project without the prior written consent and sight of copy to be published either electronically or printed without amendment to the copy prior to publication of the other of them, which shall not be unreasonably withheld or delayed.

• Clause 8 shall survive termination of the Contract.

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10 - Limitation of Liability:

• Nothing in these Conditions shall limit the liability of 3DSDS for:

  • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

  • fraud or fraudulent misrepresentation; or

  • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)

Subject to clause 9:

• 3DSDS shall under no circumstances whatever be liable for the Client whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

• The total liability of 3DSDS to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the payments received by 3DSDS under that Contract.

• 3DSDS only work from the provided information and under instruction from our clients, 3DSDS holds no responsibility if the information provided is incorrect when we commence the work and provide back the Approval / Fabrication Documentation.

• Save as otherwise provided in the Contract, the terms implied by statute or regulation of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

• Clause 9 shall survive the termination of the contract.

 

11.0 - Termination

• 3DSDS or the Client may terminate a Contract by giving the other 14 days written notice prior to the start date of the services.

  • if the Client is the party terminating the Contract, they forfeit the initial payment and any subsequent payments already made, if the termination notice is dated within 14 days of the start date of the service.

• Without limiting its other rights or remedies, either 3DSDS or the Client may terminate a contract with immediate effect by giving written notice to the other party if:

  • the other Party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing to do so.

  • the other Party suspends, or threatens to suspend its business and / or payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts or as having no reasonable prospect of so doing, within the meaning of section 123 of the Insolvency Act 1986 or section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply or negotiates with any creditors to reschedule debt or enters into a compromise or arrangement with creditors;

  • the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party;

  • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation;

  • the other Party (being an individual) is the subject of a bankruptcy petition order;

  • a creditor or encumbrancer of the other Party attaches or takes possession of the whole or any part of its assets;

  • in respect of the other Party, an application or notice of intention is made to a court, or an order is made, for the appointment of an administrator or, administrative receiver or receiver; or such officer is otherwise appointed;

  • any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effective equivalent or similar to any of the events mentioned in clause 9.2.2 to clause 9.2.7 (inclusive);

  • the Party (being an individual) dies or becomes a patient under any mental health legislation.

  • a Contract cannot be terminated after completion.

• Without limiting its other rights or remedies, 3DSDS may suspend provision of the Services under the Contract or any other contract between the Client and 3DSDS if the Client becomes subject to any of the events listed in clause 10, or 3DSDS reasonably believes that the Client is about to become subject to any of them, or of the Client fails to pay any amount due under this Contract on the due date for payment.

 

12.0 - Consequences of Termination

On termination of the Contract for any reason:

• the Client shall immediately pay to 3DSDS all the outstanding unpaid invoices and interest and all other amounts owing (subject to receipt of an invoice) and return all property, which includes any electronic and physical drawings, to 3DSDS which have not been fully paid for; and

• clauses which expressly or by implication survive termination continue in full force and effect.

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13.0 - Force Majeure:

• 3DSDS shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

• If the Force Majeure Event prevents 3DSDS from providing any of the Services for more than 4 weeks, 3DSDS shall, without limiting its other rights or remedies, have the right to terminate this Contract immediate by giving written notice to the customer.

 

14.0 - General:

• Assignment and other dealings

  • 3DSDS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

  • The Client shall not, without the prior written consent of 3DSDS assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its own rights or obligations under the Contract.

• Notices

  • Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principle place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause and, shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier or email.

  • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first-class or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed; or, if sent by email, one Business Day after the transmission.

• Severance

  • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

• Waiver

  • A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

• Third Party Rights

  • except as provided in clause 13.5.2, a person who is not a Party to the Contract shall not have any rights to enforce its terms.

  • A member of 3DSDS’s Group shall be able to enforce the provisions of clauses 7 and 8.

  • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, nor constitute either Party the agent of the other for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.

• Variations to Contract

  • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by 3DSDS.

• Variations to Project Work

  • Any variations to the 3D Model after this document has been signed will incur additional costs. These variations include change of scope from the original design & any additional works to the original design. 3DSDS will provide a quotation for any additional works to the client. Client will provide a PO Number to accept the addition costs or provide in writing via email to accept the addition costs and works.

• Governing Law

  • The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

• Jurisdiction

  • Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

• Announcements​

  • The Parties shall not at any time make any announcement relating to the subject matter of these terms and conditions without the prior written approval of the other Party except to the extent that such information is already lawfully in the public domain or required by law or regulation.

• Entire Agreement

  • Neither Party has relied on any representation, warranty, collateral contract or other assurance except those set out in this Contract and waives any right to pursue any previously made. To the extent any previous representation, warranty, collateral contract or assurance was made to or with a Party that Party waives all rights and remedies in respect of it. However, nothing in this clause shall limit or exclude liability for fraud.

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Order Confirmation

The quotation sent to the client will be required to be signed and this is done by our sign request system (digital signature).