Terms & Conditions of Engagement

Last Updated: October 2025
Governing Law: The Netherlands

These Terms & Conditions (“Terms”) apply to all services provided by Sielu Studio, an Amsterdam-registered sole proprietorship (“Sielu Studio,” “the Agency,” “we,” “us”) to any client (“Client”).

By commissioning, instructing, or continuing to engage Sielu Studio, the Client expressly agrees to these Terms.

1. PAYMENT TERMS

All fees are as stated in the approved proposal or agreement.

Unless otherwise agreed in writing:

• Invoices are due within thirty (30) days.

• Statutory Dutch commercial interest applies to all late payments.

• Collection costs are recoverable.

Sielu Studio may:

• Suspend services for late payment.

• Withhold deliverables.

• Retain intellectual property rights until full settlement.

All deposits and milestone payments are non-refundable.

Scope changes require written approval and may result in revised fees and timelines.

2. Scope of Services

Sielu Studio provides strategic consulting, creative direction, brand development, campaign systems, content production, social strategy, and related services.

All services are provided under a managed-service model. The Client engages Sielu Studio for complete delivery of agreed outcomes, not for disclosure of underlying supplier costs.

All pricing reflects:

• Strategic expertise

• Creative direction

• Project management

• Quality control

• Operational overhead

• Coordination of subcontractors

Internal cost structures, margins, supplier rates, and mark-ups constitute proprietary commercial information and are strictly confidential.

No audit rights apply unless mandated by law.

No commercial outcome (including engagement, revenue, performance metrics, or regulatory approval) is guaranteed.

3. Intellectual Property

3.1 Ownership

All intellectual property rights remain vested in Sielu Studio until full payment of all amounts due.

Upon full payment:

• The Client receives rights only as explicitly defined in the project agreement.

• Any use beyond agreed scope (territory, duration, paid media, derivatives, sublicensing, resale, etc.) requires separate written approval.

Preliminary work, drafts, concepts, and unused materials remain the exclusive property of Sielu Studio.

3.2 Portfolio Rights

Sielu Studio may display completed work in its portfolio, case studies, and professional materials unless confidentiality is agreed in writing.

3.3 Unauthorized Use

Unauthorized use of unpaid or out-of-scope deliverables constitutes IP infringement and entitles Sielu Studio to:

• Immediate injunctive relief

• Statutory damages

• Recovery of legal fees

4. Subcontractors & Collaborators

Sielu Studio may engage independent subcontractors (“Collaborators”).

Collaborators:

• Operate as independent contractors.

• Bear full responsibility for their own tax, insurance, and legal compliance.

• Warrant that all materials supplied are original or properly licensed.

Sielu Studio exercises reasonable care in selection and supervision but shall not be liable for independent acts, omissions, or misconduct of Collaborators beyond its coordinating role.

The Client acknowledges that:

• There is no direct contractual relationship with Collaborators.

• The Client may not solicit, contract, or engage any Collaborator introduced by Sielu Studio for twenty-four (24) months after last collaboration without written consent.

Any breach of the non-circumvention provisions set out in these Terms shall trigger a contractual liquidated damages payment of €25,000 (twenty-five thousand euros) per individual and per separate occurrence, payable immediately to Sielu Studio by the party or parties in breach.

For the avoidance of doubt:

• “Per individual” means each collaborator, subcontractor, consultant, or team member introduced by Sielu Studio who is directly or indirectly solicited, engaged, contracted, or otherwise retained in violation of this clause.

• “Per occurrence” means each separate act of unauthorized engagement, solicitation, or agreement, whether formal or informal, written or verbal.

The parties acknowledge and agree that this amount constitutes a genuine pre-estimate of loss and commercial harm to Sielu Studio, including but not limited to loss of opportunity, disruption of business relationships, and reputational damage, and is not intended as a penalty.

Payment of the above amount shall not limit Sielu Studio’s right to seek:

• Additional damages where actual losses exceed the liquidated amount;

• Immediate injunctive or equitable relief;

• Recovery of legal fees and enforcement costs.

This provision survives termination of the agreement for a period of twenty-four (24) months from the last date of collaboration.

5. Client Responsibilities

The Client shall:

• Designate one authorized representative
• Provide timely, consolidated feedback
• Supply accurate and lawful materials
• Ensure regulatory compliance of claims, scripts, and product messaging

Verbal, digital, or written approvals (including via email, messaging platforms, or project tools) constitute binding approval.

Delays caused by the Client automatically extend timelines.

Client-supplied materials are warranted to be legally cleared. The Client indemnifies Sielu Studio against claims arising from such materials.

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information.

Sielu Studio’s methodologies, pricing structures, supplier network, frameworks, and internal documentation constitute trade secrets and may not be disclosed, replicated, reverse-engineered, or audited.

This obligation survives termination.

7. Revisions & Scope

Revision rounds are limited to those defined in the proposal.

Additional revisions or scope changes will be billed at applicable rates.

Once approved, any subsequent change constitutes new work.

8. Cancellation & Termination

Client Termination

If the Client cancels:

• All work performed remains billable.

• All third-party commitments are recoverable.

• Deposits remain non-refundable.

Agency Termination

Sielu Studio may terminate immediately if:

• Payment is overdue.

• Terms are breached.

• Continuation poses reputational or legal risk.

All completed work remains payable.

9. Limitation of Liability

To the maximum extent permitted under Dutch law:

Sielu Studio’s total aggregate liability for any claim shall not exceed the total fees paid for the specific project giving rise to the claim.

Sielu Studio shall not be liable for:

• Indirect or consequential damages

• Loss of profit or revenue

• Loss of opportunity

• Reputational damage

• Third-party claims arising from Client materials

• Market performance outcomes

This limitation applies regardless of legal theory.

Nothing limits liability for gross negligence or willful misconduct as defined by Dutch law.

10. Force Majeure

Sielu Studio is not liable for delay or failure resulting from events beyond reasonable control, including but not limited to:

• Government restrictions

• Platform policy changes

• Talent cancellation

• Production disruption

• Technical failures

• War, strikes, pandemics

Timelines shall extend accordingly.

11. Insurance

Sielu Studio maintains professional liability coverage as appropriate for its operations.

Collaborators are independently responsible for maintaining their own insurance.

12. Dispute Resolution

These Terms are governed exclusively by Dutch law.

All disputes shall be submitted to the competent courts of Amsterdam, The Netherlands.

Prior to formal proceedings, parties agree to attempt good-faith resolution for thirty (30) days.

Sielu Studio reserves the right to seek immediate injunctive relief in cases involving:

• Intellectual property

• Confidentiality breaches

• Non-circumvention violations

13. Final Provisions

If any clause is deemed invalid, remaining provisions remain in full force.

Failure to enforce any provision does not constitute waiver.

Updated versions of these Terms take effect upon publication on Sielu Studio’s official website.

By engaging Sielu Studio, the Client confirms full acceptance of these Terms.