Omuus Oy’s
GENERAL TERMS & CONDITIONS
1. The Scope of Omuus services:
By design discipline:
Industrial Design (ID), Color, Material and Finishes design (CMF), Material Technology Design Engineering (MT), Graphical Design, User Experience Design (UX), Packaging Design, Marketing Design, Web/ Web-shop design, XR interactive product animations, Motion Graphics visualizations and Technical Asset Design.
By projects and contents:
Design Research (may include: key design-, markets- and consumer trends, benchmarking the competitive situation, definition of key design drivers, CMF and material technology trends translated to portfolio logic)
Creative Design Concepting (creative product design and innovation, may include: ID, CMF, MT, Graphics, UX, packaging, marketing design concepting).
Brand identity design (may include: fonts, layout design such as business cards and website, logo design, etc.)
User Experience design (may include: UX design drivers, UX logic and principles, User experience scenarios, UX flows and high-level design).
Design Finalization & CMF Productization (in collaboration with the R&D team and mechanical designers, suppliers and manufacturers.)
Proof of Concept (created in collaboration with selected Engineering partner(s))
Supporting Services: Model making and Prototyping, Marketing and Design Story creation, Marketing Images creation (Visualizations: photography, 3D renderings, animations.) Design competition submissions: Story and visualizations.
7sec.™ CMF Material library:
Services including e.g. R&D kick off, material technology introduction, theme lecture, CMF sample sourcing, CMF library for your product or portfolio, color palette creation, innovation & inspiration samples, event or workshop of chosen theme. (7sec.™ terms&conditions).
2. Work assignment:
Design project content and deliverables are tailored and specified for the separate offer or service agreement, according to the Client needs. Contractor shall strictly perform confidentiality obligations that may be also specified in a separate Non-Disclosure Agreement.
Client will brief Contractor and provide all the relevant documents, technical requirements and data prior the start of the project. In case of change in client brief, Contractor reserve the right to update the quotation after consultation with and approval of the Client.
The work will be conducted in Contractor’s premises using Contractor’s creative project execution processes. Resourcing subject to change according actual project schedule to similar level of expertise.
Work can be also conducted at the Client’s premises as onsite consultancy work. Onsite work assignment requests to be agreed at time of request for quotation.
Project plan, schedule and key stakeholder reviews to be agreed prior the work start.
3. Omuus Quality assurance:
Omuus design delivery is qualitative, instead of quantitative. With qualitative method we ensure the fast time to market and business relevant deliverables to the Client; by defining the drivers for competitiveness and desirability, and by translating the insights into the tangible design options for Client to increase the sales and brand recognition.
Design iteration is done based on Client feedback (in written format or when appropriate verbally). After one iteration round is provided the delivery is considered to be completed. Only after the results of the previous phase are confirmed by the Client, Contractor will start the work for the next phase of the project.
4. Deliverables:
Design project deliverables may include: collaborative face to face workshops, qualitative e-surveys, informative and inspirational presentations or motion graphics (.pdf or video file format), design data and specifications (ID 3D CAD data (.stp file format), CMF specifications (.pdf or .xls file format), Physical color, material and finish look & feel reference samples separately or in mood board(s) (Omuus created or supplier specific CMF samples). Physical mock-ups/ demos, appearance models and prototypes.
Project deliverables are delivered face to face or as online meeting as appropriate.
It is Client’s responsibility to verify, approve and sign all documents prior to release for prototyping, tooling, manufacturing or publication of any kind. Contractor accept no liability for production documentation and is not liable for the end result.
Contractor will do its best to complete all deliverables in the budgeted time.
Maturity of the deliverables will be defined at the project offer, depending on the project complexity.
Contractor is not liable for 3rd party deliverable quality (for example model or raw material technology provider). Contractor will ensure the specification quality for 3rd party deliverables and do its best to guide the 3rd party to deliver on requested quality.
Design specification:
Design Specification is written description of design deliverables used to meet the Client design requirements. Design Specification is upgradeable document in relation to the maturity stage of the design project work. Design Specification final delivery is in stage when the design work is agreed to be “freeze”. E.g. for the project phase, project end, for first product build or for production.
If the Client modifies the specification, the Contractor is not liable for the end result.
The final selection of material technology and manufacturing execution will remain at the Client product development.
CMF look&feel sample:
Presents desired color, material and finish for aspirational CMF design. One sample may present only one of the attributes or combination of the attributes. Sample is presenting the desired material look and/or feel only.
Sample may have not been made with the right material technology or by a mass production capable supplier. E.g. sample may be created by Omuus; Unique CMF look & feel sample in a wide range of materials created in a proto laboratory. Or the sample may be part of an existing product.
CMF look & feel sample can be used to brief the client and their selected supplier to produce the sample in correct CMF and material technology, to create the custom made or Master sample. Physical sample does not include color measurement values.
CMF look&feel sample general instructions:
Use gloves when handling the samples. The transmission of oil from the skin changes the sample color and finish.
Keep the CMF reference samples away from sunlight. Keep CMF reference samples in a cool and dry place that is stable in temperature / humidity. The quality / color will change if samples are in contact with sun / heat / humidity.
NOTE: The project delivery is CMF reference samples by Omuus in original condition. If above mentioned condition change(s) has happened after the delivery, it cannot be used as a liable matching comparison. If the specification(s) are modified, Omuus is not liable for the production end result(s) such as color changes, or any FFR (field failure rate) related matters. CMF samples do not have warranty.
Appearance model:
Appearance model is ‘look & feel demonstrator’ that is ‘one off’ model to mimic the desired look & feel of the product design. Selected model supplier chooses the applicable production methods for the specific appearance.
Contractor is not liable for 3rd party lead time. Model lead time is to be confirmed when all specifications are sent to model supplier. Once the specification is signed-off by the Client, no change requests is accepted due to that will affect the model final cost.
Appearance model handling with care:
Please note, materials and finishes are fragile, model may break easily if handled roughly or dropped.
Models do not have real functionality or mechanics (like hinges). Functionality appears as look & feel only (as specified). Please do not try to use as ‘real’ product. To make models last longer, if possible, please handle with gloves to avoid grease, do not clean with liquids and store in dark place.
Models do not have warranty.
5. Responsibility for Verification and Approval:
It is Client’s responsibility to verify, approve and sign all documents prior to release for prototyping, tooling, manufacturing or publication of any kind. Contractor accept no liability for production documentation and is not liable for the end result. If the Client modifies the specification, the Contractor is not liable for the end result. The final selection of material technology and manufacturing execution will remain at the Client product development.
Contractor is not liable for 3rd party deliverable quality (for example model or raw material technology provider). Contractor will ensure the specification quality for 3rd party deliverables and do its best to guide the 3rd party to deliver on requested quality.
6. Schedule:
High level project plan (Client SOW) and/ or target delivery schedule will be required to start a project. Contractor shall complete the work according to the agreed schedule. Omuus takes no liability of the 3rd party lead times. If the schedule is delayed e.g. by the material technology supplier, the Client has to accept the delay. Any changes to the project shall be reported immediately to the Client.
Schedule delays caused by Client:
If the Client causes the delay the time spent waiting by the project team shall also be invoiced. Contractor is obligated to inform the Client if commonly agreed schedules are not kept and are causing waiting within the Contractor project team. Contractor will give Client a notice of daily invoicing start. Time spent waiting daily rate is starting from 720 € / day (price depending of the resources reserved for the work). NOTE: This only applies to the extensive fixed fee project agreements. After 2 notifications, causing no actions from client side, contractor may prioritize the resources for other projects, that will have effect on the agreed final deliverables schedule.
Effect of changes:
Client requested schedule changes, extra design changes and revisions may result in a cost increase and will be billed on a time and materials basis. Client changes on the original design brief will result in a cost increase. Changes in cost will be estimated by Contractor and the cost and scope must be accepted by Client prior to continue the execution of the work.
7. IPR:
Client and Contractor shall retain all rights in their own Background IPR.
Contractor hereby assigns to Client the intellectual property rights associated with the deliverables “the Project IPR”and may not use the Project IPR for its own purposes. Contractor will fully transfer the final deliverables to Client once the total amount of payment is done. Client may use the Project IPR in any way, e.g. product render publication, including in web sites or in other public mediums.
To the best of its knowledge Contractor will not infringe upon the intellectual property of any third party.
Contractor may use 3rd party images in the project deliverables (e.g. product placement background images) and agrees to mark such images accordingly. Contractor does not sell copyright for 3rd party images. 3rd party images are for Client internal use only, not for publishing.
Images, that were provided by the client and modified by the contractor, are considered as a Project IPR. The use of the images is limited to the particular project. All Third-Party Materials are the exclusive property of their respective owners. Contractor shall inform Client of all Third-Party Materials that may be required to perform the Design Services or otherwise integrated into the Final Art of design deliverables. Under such circumstances, Contractor shall inform Client of any need to license.
Project assignment does not include the time or expense for Contractor to perform a patent search to check for possible infringements.
The Client provides the Contractor the permission to mention the Client work solely for the purposes of a portfolio reference and for the public announcements (Omuus social mediums) when commonly agreed or latest when the product is published by the Client.
Client company name use as Contractor portfolio reference: Client agrees on use of its company name and logo as collaboration partner in Contractor’s portfolio reference.
Omuus company name use as reference: Only in cases the Client agrees to fulfill the project delivery specifications by Omuus. If the client modifies the specification, Omuus is not liable for the end result and therefore the use of Omuus company name as reference of the design outcome has to be agreed separately.
8. Contract with 3rd parties
Contractor has rights to appoint suppliers or persons on a sub-contract basis for the specific project tasks with the prior approval of the Client. This concerns mostly prototyping, 3D printing and model making and all packaging detail design projects that has production files in scope.
Contractor insures the valid Non-Disclosure Agreement between the Contractor and the 3rd party.
9. Warranties
The Final Deliverables shall be the original work of Contractor; To the best of Contractor’s knowledge, the Final Art provided by Contractor does not infringe the rights of any party, and use of same will not violate the rights of any third parties, including but not limited to any patent, copyright, trademark or other proprietary right of any third party; Contractor will comply with all applicable laws and regulations about data security and privacy implement and maintain effective measures to protect relevant data, to cooperate with the client in visiting, modifying and destroying the data at request.
Contractor is not liable for any damage or delay caused by a third party, strike, lockout, general traffic stops or any other party to the agreement of an independent reason (force majeure).
10. Termination:
Either Client or Contractor may terminate the project agreement if the other party commits a material breach of its obligations under the terms & conditions of agreement and does not cure such breach within fifteen (15) days, after written notice from the non-breaching Party. Unless otherwise agreed, the contractor liability cap is the amount of consulting fee for each assignment.
Notification for any claim for compensation within 3 months from the project “final delivery”, otherwise liability expires.
If for some irreconcilable reason the Client is not satisfied with the contractor’s work and wishes to cancel the work assignment; in which case the Client shall pay to the Contractor the price to be paid for the services performed until then.
11. Pricing and tax:
Omuus can provide projects with fixed fee and hourly fee contracts, depending on your scope of project.
Hourly rate as quoted in offer. Our standard response time for the hourly fee is one to two weeks. For Express delivery hourly fee is +20€/hour.
Design quality follow-up with standard hourly pricing.
Quoted prices are without tax. Valid local tax to be added on the total price amount.
Non-design work related costs:
Non-design work related costs may include: Travel expenses, shipping or other postal costs, 3D printing, model making, project management, 3D CAD data (if not in scope of original quotation) and buying extra research data. Any additional cost to design work will be marked separately on the project offer. Any travel arrangements and logistic costs to be accepted in advance by Client in writing.
Any CMF reference samples or duplicates (to original quotation) will be charged separately.
Design work publication (e.g. web page): Images other than specifically created marketing visualizations that are used in public medias will be charged extra.
Non-design work related costs requiring admin work (e.g. travel arrangements) will be added extra cost of +10% of total price amount.
12. Travel:
Unless otherwise stated in the offer:
Travel expenses and local daily allowances (defined by Finnish tax board) are charged on the basis of estimated costs (on fixed fee offer) or on the basis of incurred expenses (hourly work offer).
The travel time is considered as working time. The method of travel is to use own car or the other economical option.
Overseas: in addition to previous, the method of overseas travel is to use the most economical flights and accommodation. +10% of admin fee will be added on top of the travel expenses.
13. Invoicing:
Unless otherwise stated in the offer:
Fixed fee design projects:
Up to 5k€ projects: invoicing full price at the end of the project.
5k€ – 100k€ projects: 50% at the start of the project and 50% at the end of the project.
100k€ and over: Price amount will be payable e.g. in the following instalments:
1st instalment 30% – at the project start.
2nd instalment 30% – at the end of mid phase delivery.
3rd instalment 40% – at the project sign off.
Payment period, 14 days net. Default interest rate of compliance with the Finnish law.
Hourly work:
Hours will be reported to client on need bases. Hourly work will be invoiced by Contractor bi-weekly or monthly.
Payment period, 14 days net. Default interest rate of compliance with the Finnish law.
Extra work:
Any additional work per Client’s request (on top of fixed fee design projects) will be charged hourly-based, 90€/h + TAX
Hourly work will be invoiced by Contractor bi-weekly or monthly.
Payment period, 14 days net. Default interest rate of compliance with the Finnish law.