Effective Date: January 2025

1. Introduction and Definitions

1.1 Introduction

These Terms and Conditions (the “Agreement”) establish the legally binding terms governing the relationship between Studio Fabi (referred to as the “Designer”), an independent creative design studio registered in The Netherlands, and any person or organization (referred to as the “Client”) engaging Studio Fabi for professional creative services. By contracting Studio Fabi’s services, the Client accepts and agrees to be bound by the terms outlined in this Agreement. These Terms and Conditions apply to all offers made by Studio Fabi, all accepted proposals, and any services provided by Studio Fabi to the Client, unless otherwise expressly agreed upon in writing.

1.2 Definitions

• "Designer": Refers to Studio Fabi, an independent freelance design studio registered with the Dutch Chamber of Commerce under number 57529973, based in The Netherlands, specializing in graphic design, motion design, 3D design, art direction, and related consulting services.
• "Client": Refers to any individual, corporation, organization, or entity that contracts Studio Fabi for services as outlined in this Agreement, including any representatives or agents acting on behalf of said individual or entity.
• "Services": Refers to the scope of creative and design services provided by Studio Fabi, including but not limited to graphic design, motion design, 3D design, art direction, and any additional consulting services provided to the Client as detailed within a specific Project Agreement.
• "Deliverables": Refers to all final products, designs, files, or creative outputs that result from the Services provided by Studio Fabi and are delivered to the Client upon project completion.
• "Project": Refers to any assignment or task commissioned by the Client and undertaken by Studio Fabi, including but not limited to specified deliverables, project timelines, fees, and terms, as agreed upon in a written or electronic Project Agreement between Studio Fabi and the Client.
• "Agreement": Refers to these Terms and Conditions, as well as any specific Project Agreement that may be created for individual assignments, together forming the complete contractual understanding between Studio Fabi and the Client.
• "Dutch Law": Refers to the applicable laws and legal standards of The Netherlands, including but not limited to provisions under the Dutch Civil Code that govern commercial agreements, freelance services, and intellectual property.
• "Third Party": Refers to any individual or entity not party to this Agreement who may be engaged by Studio Fabi to assist with fulfilling Services, as needed and where approved.

1.3 Acceptance of Terms

By engaging Studio Fabi for any Services, the Client acknowledges receipt and acceptance of these Terms and Conditions. Any terms differing from these must be agreed to explicitly in writing and signed by both Studio Fabi and the Client to hold validity.

2. Scope of Services

2.1 Services Offered

Studio Fabi provides professional creative and design services, including but not limited to the following:

• Graphic Design: Services covering branding, advertising materials, print and digital assets, and other visual content as specified in the project scope.
• Motion Design: Creation of animations, video graphics, dynamic digital content, and visual effects for digital platforms, as agreed upon in each project brief.
• 3D Design: Encompassing 3D modeling, rendering, and visualization for digital content, with uses spanning advertising, product visuals, and event promotions.
• Art Direction: Providing comprehensive creative guidance on visual concepts, brand storytelling, and aesthetic alignment to ensure the overall cohesiveness and impact of the project deliverables.

Studio Fabi’s services are primarily intended for clients within the advertising and events industries. Additional consulting services may also be provided to offer strategic insights, creative direction, or brand advice as needed for the project’s success. Project management, however, is not part of Studio Fabi’s services, and Studio Fabi does not assume responsibility for coordinating third-party services unless expressly agreed upon in the Project Agreement.

2.2 Service Limitations

• Defined Project Scope: Each project’s specific services, deliverables, and timelines will be clearly defined and agreed upon by both Studio Fabi and the Client in the Project Agreement prior to the commencement of work. Any work outside this defined scope will be subject to additional fees and scheduling adjustments, as set out in subsequent revisions or agreements.
• Obligation of Effort: Studio Fabi is committed to providing a high standard of effort, professionalism, and expertise in fulfilling project objectives. However, this Agreement constitutes an obligation of effort, meaning Studio Fabi does not guarantee any specific results, outcomes, or success metrics unless explicitly agreed upon in writing.
• Third-Party Assets and Licenses: Certain projects may involve third-party assets, such as stock images, licensed software, or plugins. These third-party assets are provided under license and are not automatically transferred with source files. Studio Fabi will notify the Client of any such limitations and may charge additional fees if the Client requests the inclusion of third-party assets in source files. The Client agrees to be responsible for any such costs as necessary to fulfill the project.

2.3 Acceptance of Third Parties

Studio Fabi reserves the right to engage qualified Third Parties for specialized assistance in fulfilling project requirements, such as subcontractors for particular technical or creative skills. The use of such Third Parties will not incur additional costs for the Client unless agreed upon in writing beforehand. Studio Fabi assumes responsibility for managing any Third Parties to ensure compliance with this Agreement’s terms, and Studio Fabi remains the Client’s main point of contact unless otherwise stated.

3. Payment Terms

3.1 Pricing Structure

All fees for Services are calculated based on the unique requirements and scope of each project. Once a project quote is issued and agreed upon in the Project Agreement, the pricing remains fixed, unless there is a written request for significant additional work or revisions that exceed the initially agreed scope. Studio Fabi will communicate any potential adjustments in fees in advance, allowing the Client to approve or decline additional work.

3.2 Deposits and Payment Schedule

• Projects Exceeding 40 Hours: For projects estimated to require more than 40 hours of work, an initial deposit of 40% of the total project fee is due before work begins. This deposit confirms the Client’s commitment to the project and allows Studio Fabi to reserve the necessary time and resources.
• Projects Under 40 Hours: For shorter-term projects requiring less than 40 hours, payment is due in full upon the final delivery of all agreed-upon deliverables, unless alternative terms are specified in the Project Agreement.
• Payment Schedule: Studio Fabi will issue invoices according to the agreed payment schedule outlined in the Project Agreement. The Client agrees to adhere to this payment schedule to avoid interruptions to the project timeline or delivery schedule.

3.3 Late Payment Terms

If payments are not made by the due date specified on the invoice, a late payment interest rate of 2% per month will be applied to the outstanding balance. Interest accrues monthly on overdue payments until the full balance is received. Studio Fabi reserves the right to withhold further Services or withhold final deliverables until all outstanding invoices are settled. If payment remains outstanding beyond 30 days from the original due date, Studio Fabi may suspend or terminate the Agreement, with any unpaid amounts remaining due.

3.4 Currency and Payment Method

Currency: All payments for Services are to be made in Euros (€).

Payment Method: Payments should be completed via bank transfer. Payment details, including Studio Fabi’s bank account information, will be included on each invoice for convenience.

3.5 Client Responsibility for Payment Accuracy

The Client is responsible for reviewing invoices upon receipt and notifying Studio Fabi of any discrepancies, errors, or concerns regarding the invoice amount within seven (7) days of receipt. Failure to notify Studio Fabi within this period will constitute acceptance of the invoiced amount.

4. Project Timeline and Deadlines

4.1 Timeline Agreements

Each project will have an estimated timeline, including start and completion dates, which will be discussed and agreed upon in the Project Agreement. The agreed-upon timeline serves as a framework to help manage expectations but remains flexible based on project complexity, Client feedback, and revisions. All deadlines are considered indicative, meaning that Studio Fabi commits to a best-effort basis for timely completion but is not liable for delays outside its control.

4.2 Client Delays and Changes

The Client’s timely cooperation is essential to meet agreed timelines. If the Client delays the project due to unavailability, lack of timely feedback, or requests for significant changes, Studio Fabi reserves the right to adjust the timeline based on current availability and workload. Delays caused by the Client may also incur additional fees, which will be communicated before any adjustments are made. In such cases, Studio Fabi will make reasonable efforts to accommodate the Client’s needs but is not obligated to alter existing commitments to other clients.

4.3 Adjustments Due to Illness or Unexpected Events

In cases where Studio Fabi encounters illness, family emergencies, or unforeseen events that impact the Designer’s ability to complete the project on time, the Client will be notified as soon as possible. Studio Fabi will propose a revised timeline to accommodate the unexpected delay. If the delay is significant and cannot be accommodated by the Client, Studio Fabi may attempt to secure a qualified substitute designer to ensure continuity of the project or offer the option to terminate the Agreement with a prorated refund for uncompleted work, as applicable.

4.4 Force Majeure

Studio Fabi is not liable for any delays or failure to fulfill project obligations arising from events beyond reasonable control, including but not limited to natural disasters, pandemics, government restrictions, strikes, technical failures, or any other force majeure events. In such cases, the obligations of Studio Fabi are suspended for the duration of the force majeure event. The Client and Studio Fabi may discuss adjustments to the project timeline or termination of the Agreement if necessary.

5. Revisions and Edits

5.1 Included Revision Rounds

Each project includes up to two (2) rounds of revisions within the initial quoted project price. These revisions allow the Client to provide feedback to fine-tune and adjust the work to align with the agreed project objectives. Revisions are limited to modifications that align with the project’s original scope and do not include significant design changes, additions, or shifts in project goals.

5.2 Additional Revisions

If the Client requests further revisions beyond the two included rounds, these additional revisions will be billed at Studio Fabi’s standard hourly rate. Prior to beginning any additional revisions, Studio Fabi will provide an estimate of the time required based on the requested changes. The Client will have the opportunity to review and approve the projected hours or fees before work on additional revisions commences, ensuring transparency and preventing unexpected costs.

5.3 Revision Scope and Limitations

Revisions are strictly intended as modifications to the initial design concept presented within the original scope. Significant changes or requests that represent a shift in the project’s purpose, style, or key deliverables (e.g., a different design direction, new functionality, or expanded asset creation) are not considered standard revisions and may require a new Project Agreement or a formal scope amendment. Studio Fabi reserves the right to decline revision requests that exceed the initial project parameters unless both parties agree in writing to the revised scope and associated fees.

5.4 Timeframe for Revision Requests

The Client is expected to provide consolidated and clear feedback within seven (7) days of receiving each draft or deliverable requiring revision. Delays in feedback beyond this period may impact the project timeline and could result in the need to reschedule or adjust project deadlines. If feedback is delayed significantly, Studio Fabi reserves the right to invoice for the current stage of work completed.

6. Ownership and Intellectual Property

6.1 Copyright Transfer upon Full Payment

Upon full and final payment for the project, Studio Fabi will transfer the copyright ownership of the final deliverables to the Client, granting them the right to use, modify, and reproduce the completed design as specified in the Project Agreement. This transfer applies solely to the final deliverable and does not include source files or unapproved drafts unless otherwise agreed.

6.2 License Limitations and Third-Party Assets

The Client acknowledges that certain components of the project may include licensed third-party assets or software (such as stock images, plugins, or design add-ons) which are subject to their own licensing terms. These third-party assets are not automatically transferred with the design, and their usage rights may be limited to the specific terms outlined in the original third-party licenses. Studio Fabi will inform the Client of any such limitations at the beginning of the project or upon request for source files. If the Client requires the right to use or modify these assets outside the agreed deliverables, any additional licensing fees or permissions are the Client’s responsibility.

6.3 Source Files and Transfer of Editable Assets

Studio Fabi can provide source files (e.g., Adobe, Blender, or other editable files) upon request and upon completion of payment, provided that any third-party assets included within these files are appropriately licensed. Certain components—such as licensed add-ons, stock images, or proprietary plugins—may not be transferable depending on the terms of the license. If source files are requested, Studio Fabi may bill for any additional costs associated with transferring these assets, which will be disclosed to the Client before final delivery.

6.4 Designer Portfolio Rights and Promotional Use

Studio Fabi retains the right to showcase completed work, including designs, animations, or renders, in its portfolio, website, social media, or promotional materials unless otherwise restricted by a written agreement or a signed Non-Disclosure Agreement (NDA) provided by the Client. If the Client requires restrictions on Studio Fabi’s ability to use the project for promotional purposes, this restriction must be communicated and confirmed in writing prior to project commencement.

6.5 Personal and Moral Rights

While transferring copyright ownership of the final deliverables, Studio Fabi retains personal and moral rights associated with the design. This includes the right to be acknowledged as the original creator of the work, unless otherwise agreed, and to prevent any alterations that could harm Studio Fabi’s professional reputation or artistic integrity.

7. Project Cancellation and Refunds

7.1 Cancellation by the Client

If the Client decides to cancel the project before work begins and provides at least forty-eight (48) hours’ notice, no fees will be charged, and any deposits already paid will be refunded. If cancellation occurs after work has commenced, the Client agrees to pay Studio Fabi for hours worked up to the point of cancellation, with a minimum charge of four (4) hours to cover initial preparation, planning, and design efforts.

If a project’s cancellation leaves Studio Fabi unable to reallocate reserved time, the Client may still be charged for the originally scheduled hours up to the agreed project scope.

7.2 Refunds for Partially Completed Work

In cases where the Client cancels the project mid-way through, Studio Fabi will invoice only for completed work stages and deliverables up to the date of cancellation. No refunds are provided for work already completed and delivered to the Client, as these are considered completed services. Refunds are available only for unused hours or uncompleted deliverables, calculated at Studio Fabi’s standard hourly rate or as outlined in the Project Agreement.

7.3 Cancellation by Studio Fabi

In rare circumstances where Studio Fabi must cancel a project due to unforeseen personal or professional reasons, the Client will be notified immediately, and any unused portion of payments made will be refunded for work not yet completed. Studio Fabi may also assist the Client in finding a suitable replacement designer if needed. If the Client has specific deadlines or is relying on Studio Fabi’s availability, these terms should be clarified and documented in advance within the Project Agreement.

7.4 Termination of Agreement Due to Payment Issues

If the Client fails to fulfill agreed payment obligations and falls more than thirty (30) days behind in payment, Studio Fabi reserves the right to terminate the Agreement and cease all Services. In this case, any outstanding invoices become immediately due, and Studio Fabi retains the right to withhold final deliverables until all payments are settled.

8. Confidentiality and NDAs

8.1 Confidentiality Obligations

Studio Fabi agrees to treat all project-related information, assets, and details shared by the Client as strictly confidential. This includes any commercially sensitive information, branding assets, proprietary data, or project-specific insights that are disclosed by the Client during the collaboration. Studio Fabi will not share, publish, or otherwise disclose such information to any third party without the Client’s explicit written consent, except as necessary to complete the project or comply with legal requirements.

8.2 Non-Disclosure Agreements (NDAs)

Studio Fabi is open to signing a Non-Disclosure Agreement (NDA) upon the Client’s request to formalize confidentiality obligations. NDA terms will be reviewed and mutually agreed upon before the project begins. Unless an NDA is in place, Studio Fabi’s general confidentiality obligations as outlined in this Agreement will apply. Studio Fabi reserves the right to review and negotiate NDA terms to ensure fair and reasonable restrictions on the use of work for portfolio or promotional purposes.

8.3 Portfolio and Publicity Exceptions

Unless explicitly restricted by an NDA or other written agreement, Studio Fabi retains the right to use completed project work, including designs, animations, or renders, in its portfolio, on its website, on social media, or for other promotional materials. If the Client requires an exception to this right for specific projects or deliverables, such restrictions must be agreed to in writing before the start of the project. Studio Fabi respects all confidentiality obligations and will seek Client approval if work must be anonymized or restricted for promotional use.

8.4 Client Responsibility for Confidentiality of Studio Fabi’s Assets

The Client agrees to keep Studio Fabi’s proprietary methods, tools, techniques, and other sensitive information confidential. Any proprietary design processes or techniques disclosed to the Client during the project’s course are considered confidential and should not be shared, reused, or repurposed for projects outside the scope of this Agreement.

9. Liability and Indemnification

9.1 Limitation of Liability

Studio Fabi’s liability for any claims arising out of or in connection with this Agreement is strictly limited to the total amount invoiced for the specific project in question. Studio Fabi shall not be liable for indirect or consequential damages, including, but not limited to, loss of profits, loss of revenue, or any claims from third parties that may arise from the Client’s use or distribution of the final deliverables.

9.2 Third-Party Claims and Indemnification

The Client assumes full responsibility for the legal use and distribution of the final designs, and Studio Fabi will not be held liable for any claims or legal actions arising from the Client’s use, publication, or distribution of the deliverables. The Client agrees to indemnify, defend, and hold Studio Fabi harmless from and against any third-party claims, damages, or expenses, including attorney fees, that may arise in connection with the Client’s use of the project deliverables.

9.3 Client Responsibility for Provided Materials

The Client is solely responsible for ensuring that all materials, assets, and content they provide to Studio Fabi for the project do not infringe on any third-party intellectual property rights. This includes, but is not limited to, stock images, brand logos, text, and other proprietary materials. Studio Fabi shall not be held liable for infringement claims resulting from unauthorized content supplied by the Client. If a third-party infringement claim is made, the Client agrees to defend and indemnify Studio Fabi against any related claims, damages, or costs.

9.4 Insurance Limitations

If Studio Fabi carries professional liability insurance, any damages that the Designer may be liable for are limited to the amount that the insurance provider is willing to cover. In any event, Studio Fabi’s liability shall never exceed the invoiced amount for the specific project, regardless of the nature of the claim.

9.5 Dutch Law Exclusions

In line with Dutch law, the operation of article 7:404 BW and article 7:407(2) BW is excluded from this Agreement. This exclusion means that the obligations of this Agreement do not have to be performed by a specific individual, and Studio Fabi’s liability is limited to the contracted scope of services without assuming joint or several liability.

10. Governing Law and Jurisdiction

10.1 Applicable Law

This Agreement, including any disputes, claims, or controversies arising out of or in connection with it, shall be governed by and interpreted in accordance with the laws of The Netherlands. All provisions within this Agreement are subject to Dutch law, and the legal framework of The Netherlands will serve as the basis for interpreting, applying, and enforcing this Agreement.

10.2 Jurisdiction

Any disputes arising out of or relating to this Agreement that cannot be resolved amicably between Studio Fabi and the Client shall be submitted to the exclusive jurisdiction of the competent courts in The Netherlands. Both parties agree to resolve disputes through the Dutch legal system, and the Client consents to the jurisdiction of Dutch courts to adjudicate any issues that may arise.

10.3 Dispute Resolution Process

Studio Fabi and the Client agree to first attempt to resolve any disputes, claims, or issues that may arise from this Agreement through informal discussions and good-faith negotiation. If an amicable resolution cannot be achieved, both parties may voluntarily consider mediation before proceeding to formal legal action.

11. Portfolio Use

11.1 Right to Use Work in Portfolio and Promotions

Studio Fabi reserves the right to display completed project work, including final designs, animations, renderings, and other deliverables, in its professional portfolio, website, social media, and other promotional materials. This right is retained unless an alternative arrangement is specified in writing or if Studio Fabi is restricted by a Non-Disclosure Agreement (NDA) provided by the Client.

11.2 Exceptions to Portfolio Use

If the Client wishes to restrict Studio Fabi from using specific work for promotional purposes, the Client must communicate this requirement in writing before the start of the project. Studio Fabi will respect all such requests and will seek to anonymize any project details or omit the work entirely from its portfolio upon mutual agreement. Studio Fabi also respects confidentiality obligations and will refrain from using sensitive or proprietary client information in promotional materials unless prior approval is granted.

11.3 Reference Use of Client’s Name and Logo

Studio Fabi reserves the right to use the Client’s name and logo solely as a reference for future potential clients, partners, or collaborators, unless the Client requests otherwise in writing. This reference use does not imply any endorsement or formal association without the Client’s consent.

12. Additional Provisions

12.1 Force Majeure (Unforeseen Events)

Studio Fabi is not liable for delays or failure to perform Services if such delays or failures are due to events beyond its reasonable control, such as natural disasters, pandemics, government actions, technical failures, strikes, or any other force majeure events. During the period of a force majeure event, Studio Fabi’s obligations are suspended, and the project timeline may be adjusted accordingly. If either party deems the delay unreasonable, the Agreement may be terminated in writing with payment for all work completed to date.

12.2 Amendments and Modifications

This Agreement, including these Terms and Conditions, may be amended or modified only by a written agreement signed by both Studio Fabi and the Client. Any informal communication or verbal agreements will not constitute valid amendments to the terms contained within this Agreement.

12.3 Non-Solicitation of Subcontractors

In cases where Studio Fabi engages subcontractors or third-party collaborators to assist with a project, the Client agrees not to solicit or hire these collaborators for direct engagement without Studio Fabi’s written consent for a period of twelve (12) months following project completion. This protects the Designer’s working relationships and ensures continuity across projects.

12.4 Entire Agreement

This Agreement, together with any specific Project Agreements, constitutes the entire understanding between Studio Fabi and the Client concerning the Services provided. It supersedes all prior discussions, agreements, or proposals. Any conflicting or additional terms proposed by the Client are considered invalid unless specifically accepted in writing by Studio Fabi.

12.5 Survival of Terms

The provisions related to confidentiality, intellectual property, indemnification, limitation of liability, and governing law shall survive the termination or completion of this Agreement, ensuring ongoing protection for both Studio Fabi and the Client.