Effective Date: March 2026
1. Definitions
The following terms are used throughout this Agreement:
| Designer | Studio Fabi, an independent creative studio registered in The Netherlands (KvK 97244740). |
| Client | Any individual or organisation engaging Studio Fabi for Services. |
| Services | All creative and design work provided by Studio Fabi, including graphic design, motion design, 3D design, and art direction. |
| Deliverables | Final exported files resulting from the Services (e.g. .mp4, .png, .pdf). Source files are excluded unless separately agreed. |
| Project | A specific commissioned assignment with agreed scope, timeline, and fee. |
| Agreement | These Terms & Conditions together with any Project-specific agreement. |
2. Services
2.1 Scope
Studio Fabi provides graphic design, motion design, 3D design, and art direction, primarily for clients in advertising and events. Each Project’s scope, deliverables, and timeline are defined in the Project Agreement before work begins. Work outside that scope is subject to additional fees.
This Agreement constitutes an obligation of effort, not a guarantee of specific results, unless explicitly stated in the Project Agreement.
2.2 Third Parties
Studio Fabi may engage qualified subcontractors where needed. This is done at no extra cost to the Client unless agreed otherwise. Studio Fabi remains the Client’s sole point of contact and is responsible for subcontractor compliance with this Agreement.
The Client agrees not to directly solicit or engage any subcontractors introduced by Studio Fabi for a period of twelve (12) months following project completion, without Studio Fabi’s written consent.
3. Payment
3.1 Fees & Deposits
Fees are fixed per Project Agreement. For projects exceeding 40 hours: a 40% deposit is due before work begins. For projects under 40 hours: full payment is due within 14 days of the final invoice.
3.2 Invoicing & Payment Terms
All invoices are due within 30 days of issue, unless otherwise agreed. Payments are made by bank transfer in Euros (€). All rates are exclusive of Dutch VAT (21%). For clients within the EU, the reverse charge mechanism may apply.
The Client must report any invoice discrepancies within 7 days of receipt. After that period, the invoice is deemed accepted.
3.3 Late Payment
If payment is not received by the due date, a late payment interest of 2% per month is applied to the outstanding balance. Studio Fabi is also entitled to recover all extrajudicial collection costs in accordance with the Dutch Law ‘normering buitengerechtelijke incassokosten’. Studio Fabi reserves the right to withhold further Services or final Deliverables until all outstanding amounts are settled.
If payment remains outstanding beyond 30 days, Studio Fabi may suspend or terminate the Agreement. All outstanding invoices become immediately due.
3.4 Project Suspension by Client Delay
If the project stalls due to the Client’s failure to provide feedback, materials, or approvals for more than 10 business days, Studio Fabi may invoice for all work completed to date and pause the project. Resumption is subject to Studio Fabi’s then-current availability and may incur a rescheduling fee.
4. Timeline & Delays
4.1 Timeline Framework
Project timelines are indicative unless explicitly marked as fixed in the Project Agreement. Studio Fabi commits to best-effort timely delivery but is not liable for delays outside its reasonable control.
4.2 Client Delays
If a project is booked but a final briefing is not received at least 48 hours before the scheduled start, Studio Fabi may cancel or reschedule. The Client remains liable for 100% of reserved hours in the first week, as this capacity cannot be reallocated on short notice.
4.3 Designer Illness & Force Majeure
If Studio Fabi is unable to perform due to illness, family emergency, or events beyond its reasonable control (including natural disasters, pandemics, government restrictions, or technical failures), the Client will be notified promptly and a revised timeline will be proposed. If the delay cannot be accommodated, the Agreement may be terminated with a prorated refund for uncompleted work. Studio Fabi’s obligations are suspended for the duration of any force majeure event.
5. Revisions
Each Project includes two (2) rounds of revisions within the quoted price. Revisions are adjustments within the original scope; they are not structural changes to the concept, art direction, script, or technical brief.
Additional revision rounds are billed at Studio Fabi’s standard hourly rate. An estimate will be provided and approved before additional work begins.
Requests involving structural changes (e.g. a new script after approval, change of 3D assets) are classified as Additional Work and billed accordingly, regardless of remaining revision rounds.
The Client should provide consolidated, clear feedback within 7 days of receiving each draft. Delays beyond this may impact the project timeline.
6. Intellectual Property
6.1 Copyright Transfer
Upon receipt of full and final payment, Studio Fabi transfers copyright of the final Deliverables to the Client for use as specified in the Project Agreement. This covers final exported files only.
6.2 Source Files
Working and source files (e.g. .ae, .blend, .psd, .ai) remain Studio Fabi’s property. Transfer of source files is available for a separate Buy-out Fee (typically 30–50% of the project total), provided all third-party assets are appropriately licensed.
6.3 Third-Party Assets
Projects may include licensed third-party assets (stock footage, plugins, fonts, etc.) governed by their own licensing terms. These are not automatically transferred with source files. Studio Fabi will flag any such limitations. Additional licensing costs required by the Client are the Client’s responsibility.
6.4 Portfolio & Promotional Use
Studio Fabi retains the right to display completed work in its portfolio, website, social media, and promotional materials, including the right to reference the Client’s name and logo. This right applies unless restricted by a signed NDA or a written agreement made before project start. Studio Fabi will anonymise or omit work upon mutual written agreement.
6.5 Moral Rights
Studio Fabi retains moral rights over all created work, including the right to be credited as the original creator and to object to alterations that would harm its professional reputation or artistic integrity.
7. Cancellation & Termination
7.1 Cancellation by the Client
Cancellation notice requirements:
- Bookings under 5 business days: at least 48 hours’ notice.
- Bookings of 5 business days or longer: at least 5 business days’ notice.
If cancellation occurs within these periods or after work has commenced, the Client is charged 100% of reserved hours for the first week and 50% for any subsequent reserved weeks that cannot be reallocated.
Where work has already been delivered, no refund is provided for completed stages. Refunds apply only to unused hours or uncompleted deliverables.
7.2 Cancellation by Studio Fabi
In rare circumstances where Studio Fabi must cancel, the Client will be notified immediately and any unused portion of payments will be refunded. Studio Fabi may assist in finding a replacement designer if needed.
8. Confidentiality
Studio Fabi treats all project-related information shared by the Client as strictly confidential and will not disclose it to third parties without written consent, except as required to complete the project or comply with legal obligations.
Studio Fabi is open to signing a Client-provided NDA. NDA terms are reviewed and agreed upon before project start. Studio Fabi reserves the right to negotiate terms that ensure reasonable portfolio rights.
The Client agrees to keep Studio Fabi’s proprietary methods, tools, and processes confidential and not to repurpose them outside the scope of this Agreement.
9. Liability & Indemnification
9.1 Limitation of Liability
Studio Fabi’s total liability for any claim arising from this Agreement is limited to the total amount invoiced for the specific Project. Studio Fabi is not liable for indirect or consequential damages, including loss of profit or revenue, or for errors in approved proofs, renders, or concepts.
9.2 Client Indemnification
The Client assumes full legal responsibility for the use and distribution of final Deliverables and agrees to indemnify Studio Fabi against any third-party claims, damages, or costs (including legal fees) arising from the Client’s use of the Deliverables.
9.3 Client-Supplied Materials
The Client is solely responsible for ensuring all materials, assets, and content they provide do not infringe third-party intellectual property rights. Studio Fabi is not liable for infringement claims resulting from Client-supplied content.
9.4 Dutch Law
The operation of article 7:404 BW and article 7:407(2) BW is excluded from this Agreement.
10. Booking Policy
10.1 Option
A ‘1st Option’ is a non-binding courtesy reservation of Studio Fabi’s capacity. It does not constitute a contract or guaranteed availability.
10.2 Confirmed Booking
An option becomes a Confirmed Booking only when both of the following are received in writing: (1) confirmation of the dates, and (2) a clear, final, and actionable project brief. Studio Fabi may refuse conversion if the brief is insufficient to begin work.
10.3 Expiration
An option expires automatically if not converted into a Confirmed Booking within 3 business days of being issued, or at the latest 48 hours before the reserved period begins. Upon expiration, Studio Fabi may immediately reallocate the capacity without notice. The responsibility to maintain and confirm the reservation lies solely with the Client.
11. General Provisions
11.1 Governing Law & Jurisdiction
This Agreement is governed by Dutch law. Any disputes that cannot be resolved through good-faith negotiation shall be submitted to the competent courts of The Netherlands. Both parties agree to first attempt informal resolution before pursuing legal action.
11.2 GDPR / AVG
Studio Fabi processes personal data in compliance with the General Data Protection Regulation (GDPR/AVG). For details, refer to Studio Fabi’s Privacy Policy.
11.3 Electronic Acceptance
Digital acceptance of a proposal, booking confirmation via email, or any equivalent written electronic communication constitutes a valid and binding agreement under this Agreement.
11.4 Amendments
This Agreement may only be amended by a written document signed by both parties. Verbal agreements or informal communications do not constitute valid amendments.
11.5 Entire Agreement
This Agreement, together with any Project-specific agreement, constitutes the entire understanding between Studio Fabi and the Client and supersedes all prior discussions or proposals. Any conflicting terms proposed by the Client are invalid unless explicitly accepted in writing by Studio Fabi.
11.6 Survival
The provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, and governing law survive the termination or completion of this Agreement.