As-Built World LLC — Client Service Agreement
This Service Agreement (the "Agreement") is entered into between As-Built World LLC, a California limited liability company (the "Service Provider"), and the client identified in the project intake portion of this Agreement (the "Client"). The Service Provider and the Client are each a "Party" and together the "Parties."
1. Scope of Services
The Service Provider agrees to provide the following services to the Client (the "Services"):
- Field verification and measurement of existing conditions.
- Preparation of accurate As-Built plans, which may include floor plans, elevations, sections, or other drawings as specified in the project intake.
- Delivery of As-Built plans in the agreed digital formats (such as CAD, PDF, RVT, or others as specified) within the agreed timeframe.
- The level of development (LOD) and level of accuracy (LOA) of the deliverables shall be as stated in the project intake or accompanying proposal. Unless otherwise specified in writing, deliverables are produced to a maximum of BIMForum LOD 350 and to USIBD LOA 20 (representing a measured accuracy of approximately ±20mm at 10m, consistent with the Service Provider's Matterport Pro3 capture platform). LOD describes the modeling resolution and detail of represented elements; LOA describes the positional accuracy of those elements relative to actual field conditions. The two are independent, and a stated LOD does not imply any accuracy greater than the stated LOA.
Services not expressly described in this Agreement or in the agreed scope are excluded and are governed by Section 8 (Additional Services).
6. Deliverables
The Service Provider shall deliver to the Client the As-Built plans and models specified in the Scope of Services, at the LOD and LOA stated therein, in the file formats agreed by the Parties (such as PDF, CAD, or RVT). Deliverables are considered accepted upon delivery unless the Client provides specific written objections within ten (10) business days of delivery, in which case the revision process in Section 10 applies.
7. Fees and Payment Terms
Total Service Fee as stated in the project intake or accompanying proposal. Deposit due upon signing this Agreement and non-refundable except as required by law; the deposit secures scheduling and covers preparatory work. Remaining balance due upon completion and delivery. Invoices not paid by their due date will accrue a late charge of one and one-half percent (1.5%) per month (18% per annum) on the outstanding balance, or the maximum rate permitted by law if lower. The Client is responsible for reasonable costs of collection, including attorneys' fees, on past-due amounts. The Service Provider may suspend Services or withhold deliverables while any undisputed amount remains overdue.
8. Additional Services
Any services requested by the Client that are not included in the Scope of Services must be agreed in writing and may result in additional fees. Additional services may include, but are not limited to: additional site visits; revisions to As-Built plans beyond the agreed number of revisions; and additional deliverables not originally specified.
9. Client Responsibilities
The Client agrees to provide access to the property or building as necessary for the Service Provider to conduct field measurements. Any restrictions or delays in site access that affect the agreed project timeline must be communicated in writing. The Client must provide any necessary information, documents, or prior drawings related to the site as reasonably required by the Service Provider. The Client must also ensure that all areas to be measured are accessible and that any physical obstacles, furniture, or clutter that may prevent accurate measurement are removed or cleared prior to the scheduled scan. Delays caused by the Client may result in rescheduling and additional fees.
10. Revisions and Accuracy
The Service Provider shall provide two (2) rounds of revisions to the As-Built plans based on the Client's consolidated written feedback. Revisions beyond these rounds, or changes to scope, will be subject to additional fees under Section 8.
The Service Provider will use commercially reasonable, professional methods to produce accurate As-Built documentation. The Client acknowledges that all measurement and modeling work is subject to minor variances inherent to field-capture and scanning technology, and that deliverables represent conditions observable at the time of the site visit. The Service Provider is not responsible for hidden, concealed, or otherwise unobservable conditions, defects, or structural issues that are not reasonably detectable during field measurement, nor for inaccuracies arising from obstructed, inaccessible, or concealed areas.
Levels of development and accuracy are referenced to the BIMForum LOD Specification and the USIBD LOA Specification. The Client acknowledges that the modeling resolution indicated by a given LOD does not represent or warrant positional accuracy beyond the stated LOA (USIBD LOA 20, approximately ±20mm at 10m, unless otherwise agreed in writing). The deliverables are not survey-grade and are not a substitute for a boundary, topographic, or other survey performed by a licensed land surveyor. Where dimensional tolerances tighter than the stated LOA are required for fabrication, structural, or other tolerance-critical work, the Client is responsible for obtaining supplemental control or survey verification, which the Service Provider can arrange or recommend as an Additional Service under Section 8. The Client assumes all risk arising from use of the deliverables beyond the stated LOD and LOA.
11. Confidentiality
Each Party agrees to keep confidential any proprietary or non-public information exchanged in connection with this Agreement, including plans, designs, client information, and project details, and to use such information only for purposes of performing this Agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known before disclosure, or is required to be disclosed by law. This obligation survives termination.
12. Term and Termination
This Agreement commences on the date it is signed by both Parties and continues until all deliverables have been provided and all payments completed, unless terminated earlier. Either Party may terminate for convenience upon ten (10) days' prior written notice, or immediately upon written notice if the other Party materially breaches and fails to cure within five (5) business days. If the Client terminates before completion, the Service Provider is entitled to retain the deposit and be paid for all Services rendered and costs incurred through the effective date of termination.
13. Force Majeure
Neither Party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, pandemics or epidemics, labor disputes, governmental actions, or power or network outages. The affected Party will notify the other promptly, and timelines will be extended for the duration of the event.
14. Limitation of Liability
To the maximum extent permitted by law, the Service Provider's total cumulative liability to the Client for any and all claims arising out of or relating to this Agreement shall not exceed the total amount of fees actually paid by the Client. Under no circumstances shall the Service Provider be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits, lost data, or business interruption, even if advised of the possibility of such damages.
15. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Service Provider and its members, employees, and agents from and against any third-party claims, damages, liabilities, losses, and reasonable expenses (including attorneys' fees) arising out of or relating to: (a) the Client's breach of this Agreement; (b) the Client's use of the deliverables for any purpose beyond the license granted in Section 17; (c) inaccurate, incomplete, or misleading information provided by the Client; or (d) the negligence or willful misconduct of the Client or its agents.
16. Data Retention and Archiving
The Service Provider will retain project-related data and deliverables for ninety (90) days after final delivery to the Client. After this period, the Service Provider may delete the project data unless the Parties agree otherwise in writing. Long-term storage or retrieval of archived data may incur additional charges. The Client is responsible for maintaining its own backup copies of delivered files.
17. Ownership and Use of Deliverables
Upon receipt of full payment, the Client is granted a non-exclusive, non-transferable, perpetual license to use the deliverables for the intended project purposes. The Service Provider retains all intellectual property rights in the deliverables, including underlying scan data, models, and methodologies, and may use anonymized project materials for internal training, quality control, and portfolio or marketing purposes unless the Client requests otherwise in writing. No license is granted until all amounts due have been paid in full.
18. Independent Contractor
The Service Provider performs the Services as an independent contractor. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the Parties, and neither Party has authority to bind the other.
19. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The Parties will first attempt to resolve any dispute through good-faith negotiation, then mediation in Alameda County, California, before pursuing litigation. Any litigation shall be brought exclusively in the state or federal courts located in Alameda County, California. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.
20. Entire Agreement; Amendments
This Agreement, together with the project intake and any agreed proposal, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral. Any amendment must be in writing and signed by both Parties.
21. Severability; Waiver; Assignment
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. A Party's failure to enforce any provision is not a waiver of its right to do so later. The Client may not assign this Agreement without the Service Provider's prior written consent.
22. Notices
All notices must be in writing and delivered by email to the addresses identified in this Agreement, or by personal delivery or recognized overnight courier. Notice by email is effective upon confirmation of receipt.
