Welcome to Sielu Studio!

By working with us or using our services, you agree to the following terms.

We keep it simple:

Sielu Studio – Terms & Conditions

Last updated October 2025 - publication date may be verifiable by web indexing, and in a court of law.

Welcome to Sielu Studio!

By working with us or using our services, you agree to the following terms.
We keep it simple, transparent, and fair.

1. Services

What We Do

Sielu Studio provides branding, communications, creative direction, content, and social media services tailored to each client’s needs.

We manage all projects on a managed-service basis, coordinating trusted external creative talent when needed.

Managed-Service Model

Our project fees cover the full scope of our professional services — including creative direction, strategic consultancy, design or content creation performed directly by Sielu Studio, as well as project management, quality assurance, administration, collaboration, and coordination of trusted external partners where relevant.

Clients engage Sielu Studio for complete delivery of outcomes, not for individual supplier costs. Individual partner rates, internal cost structures, and mark-ups are commercially confidential and form part of our professional know-how (savoir-faire).

This model ensures flexibility, consistent creative and technical quality, and that all intellectual-property rights are properly aligned under a single point of responsibility.

No Guarantees

While we aim to deliver amazing results, marketing and branding outcomes can never be guaranteed.

2. Payment

Pricing

You pay the total fee agreed in the proposal or contract. If the project scope changes after agreement, the cost may also adjust.

Invoices

Invoices are issued as agreed (upon completion or in scheduled installments). Payment is due within 14 days unless otherwise stated. Late payments incur statutory EU interest (5 % per 7-day period of delay).

Payment Plans

• 3 months – no surcharge

• 6 months – + 5.5 %

• 12 months – + 8 %

Non-Refundable

Once work begins, payments are non-refundable, as our time and resources are committed.

3. Intellectual Property

Ownership

Upon full payment, you own the rights up to the provisioned limitation - as annotated in your contract or quotation with us - of the final approved deliverables. Until payment is received in full, all rights remain with Sielu Studio.

Our Rights

We may showcase completed work in our portfolio (with your approval on timing) unless you request otherwise.

Subcontractors & Rights Flow

Sielu Studio may engage independent freelance collaborators (designers, copywriters, photographers, videographers, editors, social managers, etc.) to help deliver projects.

All rights and licenses from those collaborators are secured and transferred through Sielu Studio to the client.

Each collaborator is contractually required to include the client’s IP-transfer and indemnity clause in their own agreements or invoices to Sielu Studio, ensuring the full and peaceful transfer of rights.

Sielu Studio warrants that it exercises reasonable professional care in selecting and managing such collaborators but is not liable for independent acts, omissions, or breaches by third-party freelancers beyond its coordinating role.

Clients do not have a direct contractual relationship with subcontractors and agree not to engage Sielu Studio’s collaborators directly without written consent. Each breach of this provision will incur a fee of 5,000 EUR (+VAT).

4. Freelancer & Collaborator Responsibilities

Freelancers, subcontractors, and any third parties engaged by Sielu Studio (collectively, “Collaborators”) work entirely as independent contractors and assume full legal and financial responsibility for the work and materials they deliver.

By accepting a commission from Sielu Studio, each Collaborator explicitly agrees that:

• All deliverables, materials, and creative content supplied are original or fully licensed for the intended commercial use (including but not limited to music, footage, photography, fonts, stock, designs, AI-generated assets, plugins, templates, scripts or otherwise “creations”).

• Collaborators warrant, represent, and guarantee that they possess all necessary rights, permissions, and releases to use and transfer these materials for global commercial use without limitation.

• Collaborators indemnify and hold harmless Sielu Studio, its directors, clients, and affiliates from any and all claims, losses, damages, legal fees, or other costs arising from unlicensed, infringing, or unlawful materials they provide or actions they take.

• Collaborators are fully responsible for their own professional liability, errors, and omissions, as well as any tax, insurance, or employment obligations.

• Valid liability insurance (valid in the Collaborators relevant country) is mandatory for all Collaborators by 31 December 2025, and proof of coverage must be provided to Sielu Studio upon request. Failure to maintain or provide valid insurance will immediately suspend eligibility for new projects or payments.

• Collaborators must immediately replace, at their own cost, any disputed, defective, or unlicensed material and fully cooperate with Sielu Studio in resolving any related claims.

• Any collaborator found to have breached IP, confidentiality, or professional standards may be permanently removed from the Sielu Studio network and held liable for all resulting losses or damages.

• Fair Compensation & Rate Structure - Sielu Studio is committed to fair, transparent, and ethical compensation for all freelance collaborators. As the coordinating agency, Sielu Studio independently sets the fees billed to clients and, in parallel, determines the rates offered to freelancers engaged for specific projects. Agency or administrative margins may be applied to account for project management, quality assurance, and operational overhead. By accepting a commission, each freelancer or subcontractor confirms that they have reviewed, understood, and willingly accepted their agreed rate of pay in relation to the scope delivery, that such rate is fair and adequate for the work performed, and that they have been or will be compensated in full according to their invoice and contractual terms. Freelancers and subcontractors waive any claim to additional compensation, profit share, company equity, or margin charged by Sielu Studio to its clients.

Sielu Studio assumes no responsibility or liability for the independent acts, omissions, or errors of Collaborators, whether insured or uninsured.

5. Client Responsibilities

Clients engaging Sielu Studio (“the Agency”) acknowledge and agree to the following terms, designed to ensure clarity, accountability, and protection for all parties.

5.1 Project Conduct & Communication

• The Client shall designate a single authorized representative empowered to provide feedback, direction, and final approval.

• Direction, feedback, and decisions may be provided through email, approved project platforms, or other documented channels used in the course of the project (including Slack, Teams, WhatsApp, Project Management softwares or telephone calls/voice messages).

• Sielu Studio will act in good faith on the latest clear instruction or approval received through these channels.

• Where time-sensitive direction is given verbally or via instant message, the Client accepts that such communication constitutes formal approval, even if not reiterated in writing.

• To avoid confusion, Sielu Studio may summarize key decisions or approvals afterward by email or message for mutual confirmation.

• Once approval of a deliverable or stage is confirmed, subsequent changes will be treated as new work and may incur additional fees and revised delivery timelines.

5.2 Subcontractors & Production Partners

• The Client understands and accepts that Sielu Studio may engage vetted freelance specialists and subcontractors under its management and supervision. These collaborators operate independently but under Sielu Studio’s direction.

• The Client has no direct contractual relationship with such collaborators and may not solicit, contract, or engage them directly without prior written consent from Sielu Studio. Any direct engagement within twenty-four (24) months of project completion will trigger a non-circumvention fee of €25 000 per individual.

• Sielu Studio exercises due professional care in selecting and managing collaborators but is not liable for independent acts, omissions, or breaches by those collaborators beyond its supervisory role.

5.3 Intellectual-Property Rights & Usage

• Final ownership and intellectual-property transfer occur only after full payment of all invoices, fees, and expenses.

• Any use, distribution, or adaptation of preliminary, draft, or unpaid deliverables is strictly prohibited without written consent.

• Use of final deliverables beyond the agreed scope (for example: extended territories, paid media, derivative versions, sublicensing, resale, or AI-training use) requires prior written authorization and may incur supplementary licensing or production fees.

• The Client must maintain copies of final deliverables for its records; Sielu Studio is not responsible for archiving beyond agreed hand-over obligations unless otherwise specifically requested and agreed upon in writing.

5.4 Client-Supplied Materials & Indemnity

• The Client may from time to time provide raw creative materials—such as logos, images, fonts, videos, copy, or music—for inclusion in final deliverables.

• By supplying such materials, the Client warrants that it holds all necessary ownership, usage, and reproduction rights and that the materials do not infringe any third-party rights.

• The Client indemnifies and holds harmless Sielu Studio, its directors, employees, subcontractors, and affiliates from and against any and all claims, damages, liabilities, legal fees, or costs arising from or related to the use of Client-supplied materials.

5.5 Compliance & Brand Integrity

• The Client is responsible for ensuring that all briefs, scripts, product claims, and supplied content comply with applicable laws, advertising regulations, and platform standards.

• Sielu Studio executes projects in good faith based on the information provided but cannot be held liable for regulatory or compliance issues originating from Client direction or materials.

• If potential compliance or rights issues are identified during a project, Sielu Studio may pause work until written clarification or updated guidance is provided.

5.6 Payments & Performance

• Timely payment is essential to ongoing performance. Late or partial payments give Sielu Studio the right to suspend work, withhold deliverables, and charge statutory interest and recovery costs as permitted under EU law.

• Continued non-payment beyond thirty (30) days constitutes a material breach of contract and may result in immediate termination, with all intellectual-property rights reverting to Sielu Studio until full settlement.

5.7 Liability & Breach

• Failure by the Client to comply with these provisions constitutes a material breach and entitles Sielu Studio to suspend services, retain all IP rights, and recover any resulting losses, damages, or legal costs.

• Nothing in these terms limits Sielu Studio’s right to seek equitable or injunctive relief to prevent unauthorized use or reproduction of its work.

5.8 Pricing Model & Transparency

Sielu Studio operates as a creative consultancy and managed-service agency, providing strategic, creative, and production outcomes rather than cost-plus services.
All project pricing and budgets are determined at the Agency’s sole commercial discretion and reflect the value of its expertise, coordination, and creative direction, not merely underlying supplier costs.

The Client acknowledges and agrees that:

• All pricing, rate structures, and mark-ups applied by Sielu Studio are part of its proprietary business model and remain strictly confidential.

• Individual supplier rates, freelancer fees, or internal cost breakdowns are not subject to disclosure, verification, or audit, except where legally required for intellectual-property or ethical-compliance (such as child labour or anti-money laundering) verification.

• Sielu Studio may include specific administrative, coordination, or management fees within its invoices. These do not imply that individually separate line items correspond to identical third-party costs or payments, nor that the Agency’s overall profitability margin is limited to such fees.

• The Client engages Sielu Studio for the full delivery of creative and strategic outcomes, inclusive of consultancy, creative direction, production oversight, and collaborator coordination.

• Payment of the agreed project fee constitutes full and fair compensation for all services rendered under these terms.

6. Confidentiality

6.1 Your Information

We take client confidentiality seriously. All proprietary, strategic, or sensitive information shared with Sielu Studio in the course of a project will be treated as confidential and used solely for the purpose of fulfilling the engagement.

We will not share, reproduce, or disclose such information to third parties without the Client’s express written consent, unless required by law or professional obligation.

Formal Non-Disclosure Agreements (NDAs) can be executed upon request, but confidentiality is observed by default under these Terms.

6.2 Our Information

The Client acknowledges that Sielu Studio’s pricing structures, subcontractor network, methodologies, and internal records constitute commercially sensitive intellectual property and trade secrets.

These materials are strictly confidential (and additionally classified as related to the proprietary “know-how” and trade knowledge) - and are not subject to audit, disclosure, or replication under any circumstance, except where disclosure is legally required for intellectual-property verification or compliance purposes.

Clients, partners, and third parties agree not to copy, imitate, or recreate Sielu Studio’s frameworks, processes, or internal materials for competitive or derivative purposes.

6.3 Non-Compete & Non-Solicitation

To protect Sielu Studio’s creative ecosystem and business relationships:

• Clients may not directly solicit, hire, or contract any collaborator, subcontractor, or staff member introduced by Sielu Studio without prior written consent.

• A non-compete buy-out fee applies if a Client wishes to remove these restrictions. The standard buy-out fee begins at €15,000 and is valid for two (2) years from the non-compete start date or the last date of collaboration, whichever is later.

• Breach of this clause entitles Sielu Studio to seek immediate injunctive relief and recover all resulting losses, including but not limited to lost profit, replacement costs, and legal fees.

7. Revisions & Approvals

Sielu Studio provides a defined number of revision rounds as specified in the project scope or proposal. Revisions beyond this scope will be billed at the hourly or day rate applicable at that time.
To maintain workflow efficiency:

• Clients must provide consolidated and timely feedback for each review stage.

• Fragmented, contradictory, or significantly delayed feedback may result in additional fees or extended timelines.

• Once a deliverable is approved (verbally, in writing, or via project platform), any subsequent change will constitute a scope variation and be invoiced accordingly.

• In cases of multi-stakeholder approval chains, the Client remains responsible for collecting and consolidating internal feedback before submission to Sielu Studio.

Sielu Studio is not responsible for project delays or increased costs arising from late, unclear, or incomplete feedback.

8. Deadlines & Delivery

Sielu Studio will make every reasonable effort to meet agreed timelines and delivery dates. However:

• Deadlines are contingent on the timely receipt of Client materials, approvals, and payments.

• Delays caused by the Client (including late feedback, missing assets, or unpaid invoices) automatically extend the project schedule without penalty to Sielu Studio.

• Any acceleration or “rush” requests may incur additional fees, to be agreed upon prior to commencement.

• Sielu Studio is not liable for delays resulting from external factors beyond its control, including third-party failure, force majeure events, or changes initiated by the Client.

If a Client remains inactive or unresponsive for more than 21 calendar days, Sielu Studio reserves the right to pause or terminate the project, with all work completed up to that point deemed billable and non-refundable.

9. Cancellation & Termination

9.1 Proposal Validity

Proposals and quotes are valid for five (5) business days from the issue date. After this period, pricing and availability may change without notice.

9.2 Client-Initiated Cancellation

If the Client cancels or postpones a project after confirmation:

• The Client remains liable for all work completed to date, plus any non-recoverable external costs or commitments already made (e.g., talent bookings, production rentals, or subcontractor fees).

• All deposits or milestone payments are non-refundable, as they secure studio time and resource allocation.

• Any usage rights granted prior to full payment will automatically revert to Sielu Studio.

9.3 Sielu Studio-Initiated Cancellation

Sielu Studio may suspend or terminate an engagement immediately if:

• The Client fails to make payments on time;

• The Client breaches any term of this agreement; or

• Continuation of the relationship becomes commercially unreasonable or reputationally harmful.

In such cases, the Client will be invoiced for all work completed and expenses incurred up to the termination date.

10. Limitation of Liability

Sielu Studio’s liability for any claim, loss, or damage arising out of its services—whether in contract, tort, or otherwise—shall in all cases be limited to the total amount paid by the Client for the specific project giving rise to the claim.

Under no circumstances shall Sielu Studio be liable for:

• Indirect, incidental, or consequential damages;

• Loss of profit, revenue, reputation, or opportunity;

• Claims arising from Client-supplied materials, third-party content, or collaborator actions beyond Sielu Studio’s direct control.

The Client acknowledges that creative work inherently involves subjective interpretation and market variability, and no guarantee is made as to commercial performance, engagement metrics, or return on investment.

11. Dispute Resolution

Both parties agree to act in good faith to resolve any dispute through open communication before escalating to formal proceedings.

If an amicable resolution cannot be reached within 30 days, disputes shall be submitted to the competent court of Amsterdam, The Netherlands, and governed exclusively by Dutch law.

Each party shall bear its own legal costs unless otherwise awarded by the court.

Nothing in this clause prevents Sielu Studio from seeking immediate injunctive relief for breaches involving confidentiality, intellectual property, or non-compete provisions.

12. Final Notes

Sielu Studio reserves the right to update these Terms & Conditions periodically to reflect operational, legal, or regulatory changes. Updated versions will be published on the Studio’s official website and will take effect immediately upon posting.

These Terms were last updated and published on October 18, 2025.

In all cases - by commissioning or engaging Sielu Studio, you acknowledge that you have read, understood, and agreed to these terms in full.