Zentri Axiom Pvt. Ltd.
Terms of Service & Professional Client Engagement Agreement
Document Reference: ZA-AGR-TOS-2026-V1.0
Effective Date: January 1, 2026
Governing Law: Laws of the Republic of India / Commercial Arbitration in Bengaluru
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1. Acceptance of Terms & Engagement Model
These Terms of Service and Client Engagement Agreement ("Agreement") govern all professional architectural design, interior architecture, Building Information Modeling (BIM), Virtual Design & Construction (VDC), and laser scan-to-BIM services provided by Zentri Axiom Pvt. Ltd. ("Zentri Axiom") to clients, developers, general contractors, and engineering consultants ("Client").
By executing a Project Execution Plan (BEP), Statement of Work (SOW), Purchase Order (PO), or utilizing our digital platform (`www.zentriaxiom.com`), the Client agrees to be bound by the terms and conditions outlined herein.
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2. Scope of Services & Deliverables
Zentri Axiom provides specialized technical and digital engineering services categorized as follows:
1. Architecture & Detailed Drafting:
- Architectural BIM modeling (Revit).
- 2D AutoCAD drafting, PDF-to-CAD vectorization, and permit documentation sets.
- 3D photorealistic architectural rendering and walkthrough animations.
- Adaptive reuse, facade detailing, and interior fit-out construction drawings.
2. MEPF Engineering Coordination & Clash Detection:
- Mechanical (HVAC), Electrical, Plumbing, and Fire Protection BIM modeling.
- Multidisciplinary clash detection and automated conflict resolution reporting via Autodesk Navisworks Manage.
- Fabrication and spool drawings, pipe hanger/C-strut routing, and wall penetration sleeve drawings.
3. Laser Scan to BIM & Digital Delivery:
- Processing of 3D terrestrial LiDAR and drone point-clouds (`.rcp`, `.rcs`, `.e57`).
- Generation of high-fidelity As-Built BIM models with tolerances <= 0.25 inch.
- Asset tagging and COBie (Construction Operations Building Information Exchange) data populating for Facilities Management (FM).
4. Revit Content & Family Creation:
- Parametric and non-parametric Revit family (`.rfa`) development for building product manufacturers and architects.
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3. Level of Development (LOD) Definitions and Boundaries
All deliverables are produced strictly in accordance with agreed Level of Development (LOD) standards:
- LOD 100 (Conceptual): Model elements represented with generic shape, volume, and location.
- LOD 200 (Schematic Design): Model elements represented with approximate quantities, size, shape, location, and orientation.
- LOD 300 (Detailed Design / Permitting): Specific assemblies, accurate dimensions, location, and orientation suitable for permit issuance.
- LOD 350 (Coordination & Interfaces): Model elements include actual interfaces with other building systems, connection geometries, and clash resolution baselines.
- LOD 400 (Fabrication & Assembly): High-precision fabrication details, shop drawings, rebar detailing, and bar bending schedules.
- LOD 500 (Field-Verified As-Built): Model elements verified against actual post-construction conditions and laser scans for facility management.
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4. Client Responsibilities & Input Integrity
1. Timely Provision of Inputs: Client shall provide necessary input data (CAD backgrounds, structural calculations, equipment schedules, site laser scans) within the agreed project timeline.
2. Design Sign-off: Client is responsible for timely review and written sign-off at each project milestone (e.g., 30%, 60%, 90%, and 100% GFC).
3. Accuracy of Upstream Engineering: Zentri Axiom models and coordinates based on engineering criteria provided by the Client’s licensed engineers of record. Unless explicitly engaged for primary structural or MEP engineering design, Zentri Axiom’s BIM coordination does not replace the statutory stamp of the licensed Engineer of Record (EOR).
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5. Intellectual Property Rights
1. Client Ownership of Project Deliverables: Upon full receipt of agreed contractual payments, the Client holds ownership of final project-specific output files (`.rvt`, `.dwg`, `.nwc`, `.ifc`, and exported PDF drawing sheets).
2. Zentri Axiom Background IP: Zentri Axiom retains exclusive ownership of all pre-existing software routines, proprietary Revit family templates, dynamo scripts, automation plugins, internal QA/QC algorithms, and standard parametric libraries used in the production of deliverables.
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6. Invoicing, Payments & Milestone Schedules
1. Milestones: Unless otherwise stated in the project SOW, billing occurs across standard project gates:
- Mobilization & BEP Kick-off: 20%
- Baseline Model Submission (LOD 200/300): 30%
- Coordinated Clash-Resolved Model (LOD 350): 30%
- Final GFC / As-Built Sheets & Model Handover: 20%
2. Payment Terms: Invoices are net thirty (30) days from the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.
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7. Change Orders and Variations
Any deviation from the approved Project Execution Plan—including major structural reconfigurations, modifications to architectural footprint after LOD 300 sign-off, or additional service trades—shall constitute a Variation. Zentri Axiom will submit a written Change Order specifying additional hours and fees before proceeding.
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8. Limitation of Liability
To the maximum extent permitted by applicable law:
1. Zentri Axiom's total aggregate liability arising under or related to any project engagement, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total fees actually paid to Zentri Axiom for the specific phase or deliverable giving rise to the claim.
2. Under no circumstances shall Zentri Axiom be liable for indirect, incidental, consequential, special, or punitive damages, including loss of construction time, loss of profits, or contractor idle equipment costs.
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9. Dispute Resolution & Jurisdiction
Any dispute or claim arising out of or in connection with this Agreement shall be resolved through good-faith executive negotiation. If unresolved within 30 days, the dispute shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Bengaluru, Karnataka, India.