These Terms of Service ("Agreement") govern the professional relationship between Elemental Studio Inc, a Delaware C-Corporation ("Company," "we," "us," or "our"), and any individual or entity ("Client") engaging our architectural design services. By executing a Proposal or Service Agreement, you acknowledge and accept these Terms in full.
1. Description of Services
Elemental Studio Inc provides professional architectural design and consulting services to residential, commercial, and institutional clients throughout the United States. The specific scope of services for each engagement will be set forth in a written Proposal or Architectural Services Agreement (Service Agreement) executed by both parties, which is incorporated herein by reference.
Schematic Design
Preliminary massing studies, site analysis, conceptual drawings, and early-stage design exploration to establish the project vision and direction.
Design Development
Refinement of approved schematic concepts into detailed architectural drawings, material selections, and coordinated design documents.
Construction Documents
Production of permit-ready drawings, specifications, and technical documentation required for regulatory submission and contractor bidding.
Regulatory & Permitting Support
Coordination with local authorities, zoning boards, and building departments to facilitate plan review and permit issuance.
Construction Administration
Periodic site observation, RFI responses, submittal review, change order evaluation, and project close-out services as defined in the Service Agreement.
Services not expressly included in the executed Service Agreement are considered out-of-scope and subject to a separate written amendment and additional fees.
4. Client Responsibilities
The successful delivery of architectural services depends on active, timely, and accurate participation from the Client. The following obligations are required throughout the engagement. Failure to meet these responsibilities may result in project delays, scope adjustments, or additional fees, for which Elemental Studio Inc bears no liability.
Information & Site Access
- Provide complete, accurate, and timely project information, survey data, and existing conditions documentation
- Grant necessary access to the project site for observation, measurement, and photography
- Disclose all known site conditions, encumbrances, easements, and regulatory constraints
- Promptly notify the Company of any changes to project scope, budget, or timeline
Decisions, Approvals & Payments
- Provide timely written approvals at each design phase before work proceeds to the next phase
- Secure all required permits, governmental approvals, and third-party consents unless otherwise specified
- Make payments per the agreed schedule; delays in payment may pause all work
- Review and respond to submittals, RFIs, and deliverables within the timeframes specified in the Service Agreement
2. Payment Terms & Proposals
All fees are established in the applicable Service Agreement or Proposal. Elemental Studio Inc accepts payment exclusively via ACH (Automated Clearing House) transfer and wire transfer. Invoices are issued according to the milestone or retainer schedule defined in your Service Agreement.
📋 Proposals & Retainers
All engagements require a signed Proposal and an initial retainer payment before work commences. Retainer amounts are applied toward the final invoice balance.
💳 Invoicing Schedule
Invoices are issued per the milestone or phase schedule in your Service Agreement. Each invoice itemizes services rendered and any reimbursable expenses incurred.
⚠️ Late Payments
Balances unpaid within 15 days of the due date accrue a late fee of 1.5% per month (or the maximum permitted by applicable law). Accounts more than 30 days overdue may result in suspension of services without liability to the Company.
🧾 Reimbursable Expenses
Out-of-pocket costs including printing, travel, permit fees, renderings, and third-party consultant fees are billed at cost plus a 10% administrative fee and are due upon receipt.
3. Intellectual Property Rights
All design concepts, drawings, specifications, renderings, models, reports, and other work product created by Elemental Studio Inc ("Deliverables") are and shall remain the sole and exclusive intellectual property of the Company, protected under U.S. copyright law and applicable international treaties.
Client License Upon Full Payment
Upon receipt of all fees due under the applicable Service Agreement, the Client is granted a limited, non-exclusive, non-transferable, royalty-free license to use the final Deliverables solely for the specific project and site for which they were created. This license does not include the right to:
- Reproduce or adapt Deliverables for any other project or site
- Transfer, sublicense, or assign rights to any third party
- Modify Deliverables without prior written consent from Elemental Studio Inc
Portfolio & Publication Rights
Elemental Studio Inc retains the unconditional right to photograph, document, and publicly display all completed projects — including images, drawings, renderings, and written descriptions — for portfolio, marketing, editorial, and publication purposes. This right survives termination of the Service Agreement and may only be waived by a separate written agreement signed by both parties.
5. Limitation of Liability
Elemental Studio Inc performs all services with professional skill and care consistent with accepted standards of the architectural profession in the United States. Notwithstanding the foregoing, the Company's liability is expressly limited as set forth below.
To the maximum extent permitted by applicable law, the total aggregate liability of Elemental Studio Inc arising out of or related to these Terms or any Service Agreement — whether in contract, tort, negligence, or otherwise — shall not exceed the total fees actually paid by the Client under the specific Service Agreement giving rise to the claim.
Excluded Damages
In no event shall Elemental Studio Inc be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, loss of business opportunity, loss of data, or reputational harm, even if the Company has been advised of the possibility of such damages.
Third-Party & Force Majeure
The Company does not warrant the accuracy, completeness, or suitability of information provided by engineers, consultants, contractors, governmental bodies, or other third parties, and accepts no liability for their errors, omissions, or delays. The Company is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, labor disputes, or governmental actions.
Professional Standard of Care
Our services are performed in accordance with the standard of care ordinarily exercised by licensed architects in the same geographic area under similar conditions. No warranty, express or implied, is made beyond this standard.
6. Termination
Either party may terminate the Service Agreement upon written notice as specified therein. Termination does not relieve the Client of the obligation to pay for all services rendered and expenses incurred through the effective date of termination.
Written Notice Required
Either party must provide written notice of termination per the notice period specified in the Service Agreement (typically 14 days). Verbal notice is not sufficient.
Final Invoice Issued
Upon termination, Elemental Studio Inc will issue a final invoice for all services rendered, reimbursable expenses incurred, and any demobilization costs through the termination date.
Deliverables Withheld
The Company will withhold transfer of any Deliverables until all outstanding balances are paid in full. Partial deliverables may be provided at the Company's discretion.
IP Reverts to Company
Upon termination for non-payment or Client breach, all licenses granted to the Client are immediately revoked and all intellectual property rights revert exclusively to Elemental Studio Inc.
7. Governing Law & Dispute Resolution
These Terms of Service and any Service Agreement entered into with Elemental Studio Inc shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
Governing Law
All disputes, claims, or controversies arising out of or relating to these Terms or any Service Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. The Client irrevocably consents to personal jurisdiction and venue in such courts.
- Governing State: Delaware
- Applicable Law: Delaware General Corporation Law & U.S. Federal Law
- Venue: State or Federal Courts, Delaware
Dispute Resolution Process
Prior to initiating any legal proceeding, the parties agree to attempt resolution through the following process:
- Step 1: Written notice of dispute submitted to the other party
- Step 2: Good-faith negotiation period of 30 days
- Step 3: Non-binding mediation if negotiation fails
- Step 4: Binding arbitration or litigation in Delaware courts
8. Contact Information
For questions, concerns, or formal notices regarding these Terms of Service or any Service Agreement, please contact Elemental Studio Inc in writing using the information below. All legal notices must be delivered via certified mail or email with confirmed receipt.
🏢 Registered Entity
Elemental Studio Inc
A Delaware C-Corporation
Registered Agent: [Registered Agent Name]
State of Incorporation: Delaware, USA
📧 General Inquiries
For general questions about our Terms of Service or services:
Email: hello@elementalstudio.com
Response time: Within 2 business days
⚖️ Legal Notices
For formal legal notices and dispute communications:
Email: legal@elementalstudio.com
Mail: [Street Address], [City, State, ZIP]
All notices must be in writing and sent via certified mail or email with read receipt.
By engaging Elemental Studio Inc and executing a Proposal or Service Agreement, you confirm that you have read, understood, and agree to be bound by these Terms of Service in their entirety.
© 2026 Elemental Studio Inc. All rights reserved. | Delaware C-Corporation
Terms of Service