01Definitions & scope
Supplier: XR-Studio B.V., trading as THE REAL MAG., registered at Risseweg 22 F, 6004 RM Weert, the Netherlands (Chamber of Commerce 74916556, VAT NL860072654B01). Client: the business counterparty entering into an agreement with Supplier. Agreement: any quotation or order confirmation accepted by both parties.
These terms apply to all offers, quotations and agreements between Supplier and Client. Any purchasing conditions of Client are expressly excluded, even if Client refers to them in its written acceptance.
02Quotation & agreement
Our quotations are valid for 30 days and always state: scope, fixed price or fixed rates, deliverables, delivery term and any dependencies on Client.
An Agreement is concluded once Client accepts the quotation in writing or by email, or once work commences at Client's request. Verbal arrangements are not binding unless confirmed in writing.
We prefer to work on a fixed price per product or package. For purchased hours (Studio Access), fixed half-day rates apply.
03Prices & payment
Prices
All prices exclude VAT and any third-party costs (hosting, licences, external APIs) unless expressly stated otherwise. Travel and accommodation costs are charged on, unless the quotation states that they are included.
Invoicing
We invoice in two instalments as standard: 50% on commissioning and 50% on delivery. For assignments up to € 1,000 we invoice in a single instalment on delivery. Any other split applies only if it is expressly set out in the quotation or order confirmation. SLA fees are invoiced in advance per quarter or per year.
Payment term
14 days net as standard, unless agreed otherwise. On expiry Client is in default by operation of law (art. 6:83 Dutch Civil Code), without any notice of default being required. We then charge the statutory commercial interest (art. 6:119a Dutch Civil Code) and extrajudicial collection costs in accordance with the Dutch Decree on extrajudicial collection costs.
Set-off
Client is not entitled to suspend payment or to set off any amount.
Complaints about invoices
Client must report complaints about an invoice in writing, with reasons, within the payment term. If that term passes unused, the invoice is deemed to have been accepted.
04Changes & additional work
Changes to scope are carried out only after written approval of a Change Order, which records: description of the change, fixed additional price, impact on planning and any dependencies.
We only carry out additional work once the Change Order has been approved. We never perform informal additional work without an agreed price. This protects both parties against surprises.
05Performance & cooperation
We perform the Agreement to the best of our ability on a best-efforts basis, unless a specific result has been expressly agreed.
Client ensures that all required data, source material (photographs, 3D models, CAD files, product specifications) and access to relevant systems are supplied on time, complete, unambiguous and in a usable format. Delay or ambiguity on Client's side shifts the planning without affecting our rates or invoicing stages. Additional work resulting from incomplete, changing or mutually inconsistent input qualifies as additional work.
06Delivery terms
Delivery terms are set in consultation and are target dates, not strict deadlines, unless expressly agreed otherwise in writing. Exceeding a term does not entitle Client to damages or rescission without a prior written notice of default granting a reasonable further term of at least 14 days.
07Acceptance & delivery
After delivery Client has 10 working days to verify whether the delivered work meets the agreed specifications. Any defects must be reported in writing, with substantiation, within that period.
We remedy validly and timely reported defects at no extra cost. Defects not reported within the acceptance period are deemed accepted. Any changes after that are handled through a Change Order.
08SLA & maintenance
Separate SLA agreements apply to our configurators and SaaS products, with agreed response times, uptime and update guarantees. The minimum term is 1 year (basic) or 3 years (configurator). Termination must be in writing, at the latest 3 months before the end of the minimum contract period.
During the SLA period we host and monitor the application, provide updates and carry out small ongoing improvements within the agreed bundle of hours.
09Intellectual property
Upon full payment, Supplier grants Client a worldwide, non-exclusive and non-transferable right of use in the delivered work for the purposes described in the Agreement. Any other use requires express written consent.
Until payment has been made in full, no rights transfer and the delivered work remains the property of Supplier. Copyright transfers only by separate deed.
The underlying technology (our configurator engine, our AI pipelines, source code libraries, render infrastructure, prompt templates and pre-existing 3D assets) remains the intellectual property of Supplier. Client receives a right of use for as long as the Agreement and/or the SLA continues. Work created before the Agreement remains with its original rights holder.
10Use of AI & source material
Our products make use of generative AI technology. Client warrants that all input it supplies (photographs, 3D models, brand assets, product information) is free of third-party rights and may be used for the intended result.
Supplier does not indemnify Client against claims arising from material supplied by Client. In the event of justified claims regarding AI output generated by us, we will take appropriate steps in consultation: adjustment of the work, replacement, or reasonable mitigation.
We do not use client input to train public models. All source files are processed within our secured infrastructure.
11Confidentiality & data
Both parties treat all confidential information of the other party as such and use it solely for performing the Agreement. This obligation remains in force until 5 years after the Agreement ends.
Personal data is processed in accordance with our privacy statement and the GDPR. A data processing agreement is available on request.
12Warranty
Supplier warrants that the delivered work meets the specifications agreed in the Agreement. For our software components a defects warranty of 3 months after delivery applies: valid, reproducible defects that deviate from the specification are remedied free of charge.
The warranty does not cover: changes made by third parties or by Client, improper use, defects resulting from external services or APIs, and defects occurring after the SLA has ended.
No-cure no-pay
Our no-cure no-pay guarantee applies where Client engages Supplier for a single stand-alone advisory day on site (TID day), and then for the first day: if that first day does not meet expectations, we do not charge for it. The guarantee does not apply to fixed project prices, multi-day engagements, scans or subscriptions; there, the agreed scope is set out in the quotation.
What is built during that day passes to Client as soon as the day has been paid for. If Client invokes this guarantee and the day is not paid for, no rights pass under the Intellectual property article and the work built that day remains the property of Supplier.
13Liability
Supplier's liability, on whatever ground, is limited per event to the amount actually paid out by our liability insurance, up to a maximum of the amount Client paid to us in the 12 months preceding the event causing the damage.
Supplier is not liable for indirect damage, consequential loss, lost profit, missed savings, reputational damage, damage from loss or corruption of data, or damage caused by third parties we engage in performing the Agreement (hosting providers, AI APIs, mail providers).
The limitation of liability does not apply in the event of intent or deliberate recklessness on the part of management. Every claim lapses 12 months after it arises.
14Force majeure
In addition to what is understood by force majeure in law and case law, it includes in any event: failure or outage of suppliers (hosting, AI APIs, internet), pandemics, war, terrorism, government measures, cyberattacks on our infrastructure, and all other circumstances beyond our reasonable control.
In the event of force majeure, performance is suspended. If force majeure lasts longer than 60 days, either party may rescind the Agreement for the part that cannot be performed, without any obligation to pay damages.
15Termination
Either party may terminate the Agreement in writing in the event of (a) material breach that has not been remedied after written notice of default with a reasonable term, (b) bankruptcy, suspension of payments or liquidation of the other party, or (c) as further set out in the Agreement.
If Client terminates early without an attributable breach by Supplier, Client owes the costs incurred up to that point, plus 30% of the remaining project amount to cover reserved capacity.
SLA agreements have a notice period of 3 months against the end of the minimum contract period (see article 8). Without timely notice the SLA is automatically renewed by 1 year at a time.
16Advice, research & reporting
This chapter applies to assignments whose outcome is advice, an opinion, a scan, an analysis or a report. Where it conflicts with the provisions on building and delivery, this chapter prevails.
What a report is and is not
Our reports and advice are a substantiated opinion based on the information made available within the agreed time. It is expressly not an audit, not an assurance engagement, not a certification and not a due diligence opinion. We do not verify the completeness or accuracy of information supplied to us. Decisions taken by Client or third parties on the basis of our advice remain at their own account and risk.
Use and distribution
Unless agreed otherwise in the Agreement, Client may freely use and share the report within its own organisation and with its own shareholders, directors and supervisory bodies; no separate licence as referred to in article 9 is required for this. Distribution beyond that circle, publication, or use in a transaction document takes place after prior written consultation.
Research at a third party
Where Supplier, at Client's request, carries out research at or into another company, that company is not a party to the Agreement. It decides for itself which information, systems and staff it makes available, and the confidentiality obligation in article 11 applies towards it as well.
Interviews and recordings
We may record interviews and working sessions, solely for our own analysis, and we announce this in advance. Quotations appear in the report without names, the opinion concerns working methods and tooling and never individual people, and we delete the recordings after delivery of the final report. A data processing agreement is available on request.
17Governing law & disputes
All agreements between Supplier and Client are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
Disputes that cannot be resolved by consultation are submitted exclusively to the competent court in Limburg, Roermond location. Both parties may first opt for NLdigital mediation or arbitration through the SGOA, provided both parties agree to this in writing.