Terms of
service

These Terms of Service govern all design services provided by SAJW Group ("the studio", "we") to a client ("you"). They apply from the moment a proposal is accepted, a deposit is paid, or work begins — whichever happens first.

Each engagement is additionally governed by a Statement of Work (SOW) setting out scope, deliverables, milestones and fees. Where the SOW and these Terms conflict, the SOW takes precedence for that engagement only.

This is a production-ready template written for a design studio. Have it reviewed by qualified counsel before you rely on it commercially.

The SOW is the definitive description of what is being delivered. Anything not written in it is out of scope.

• —Scope is fixed at signature. Additions are quoted as a written change order before any work on them begins.
• —Change orders may adjust both the fee and the delivery schedule. We will always state both before you approve.
• —We do not begin work on unquoted requests, however small. This protects both parties from scope drift.

Every engagement runs through four milestones. Each requires written approval before the next begins.

• —M1 — Discovery. Research, stakeholder interviews and a written brief. Approval confirms we are solving the right problem.
• —M2 — Direction. Two or three distinct creative routes with written rationale. Approval selects one route to develop.
• —M3 — Development. The chosen route extended into a full working system across agreed applications.
• —M4 — Delivery. Final files, documentation and a handover session with your team.

Approval must come in writing from the named decision-maker identified in the SOW. Silence is not approval; work pauses until we hear from you.

If a milestone is left unapproved for more than 20 working days, the studio may invoice the milestone in full and reschedule remaining work subject to availability.

Two consolidated revision rounds are included per milestone.

• —A round is one set of feedback, gathered from all stakeholders and submitted together by the named decision-maker.
• —Feedback arriving in fragments across several days counts as multiple rounds. Consolidate before you send.
• —Additional rounds are billed at our hourly rate, quoted and approved in writing before they begin.
• —A request to explore a direction previously rejected at M2 is new work, not a revision, and is handled by change order.

Revisions refine the approved direction. They do not restart it.

• —Projects are quoted as a fixed fee against a defined scope. The fee does not move unless the scope does.
• —A 40% deposit is payable before work begins. The balance is invoiced against milestones as set out in the SOW.
• —Invoices are payable within 14 days, net, in EUR. All fees are exclusive of VAT and third-party costs.
• —Third-party costs — licensing, print, photography, fonts, hosting — are passed through at cost and pre-approved by you.
• —Late payments accrue statutory commercial interest plus reasonable recovery costs. Work may be paused on any overdue account.

The deposit is non-refundable once discovery has begun, as it reserves studio capacity that we decline other work to hold.

Ownership follows payment. Nothing transfers before the final invoice is settled in full.

• —On receipt of final payment, all rights, title and interest in the approved final deliverables transfer to you worldwide and in perpetuity.
• —Until final payment, the studio retains full ownership and grants no licence to use the work commercially.
• —Concepts, routes and drafts not selected for development remain the property of the studio and may be developed elsewhere.
• —Working files, project archives, source scripts and internal tooling remain the studio’s property unless the SOW expressly transfers them.
• —Third-party assets — typefaces, stock imagery, plugins — are licensed to you directly by their owners. You are responsible for maintaining those licences.

You warrant that any material you supply is yours to supply, and you indemnify the studio against third-party claims arising from it.

The studio retains the right to show completed work in its portfolio, in case studies, in awards submissions and on social channels after the agreed public release date.

Where confidentiality requires it, we will agree an embargo period or an anonymised presentation in the SOW. We never publish before a launch you have not announced.

You agree to credit "Design by SAJW Group" where a design credit is customarily given. It is not required in advertising.

Each party will keep the other’s confidential information in confidence and use it only to perform this agreement. This obligation survives termination by three years.

Confidential information does not include material that is public through no fault of the receiving party, was already lawfully known, or must be disclosed by law.

Schedules assume timely responses. Delivery dates are estimates that depend on both parties meeting the agreed dates.

• —Client feedback and assets are due within five working days of request unless otherwise agreed.
• —Delay in your dependencies extends our dates by at least the length of the delay, subject to studio availability.
• —Expedited work outside the agreed schedule is quoted with a rush fee before it is undertaken.

Either party may terminate on 14 days’ written notice.

• —On termination you pay for all work completed and all costs committed up to the termination date.
• —The deposit is not refundable after discovery has begun.
• —Rights in deliverables transfer only for milestones paid in full; unpaid work remains the studio’s property.
• —Either party may terminate immediately for material breach that is not cured within 14 days of written notice.

We warrant that the work is original to us, does not knowingly infringe third-party rights, and will be performed with reasonable skill and care.

We do not warrant any commercial result. Design is judgement applied to a problem, not a guarantee of an outcome.

To the fullest extent permitted by law, the studio’s total liability under an engagement is capped at the total fees paid for that engagement. Neither party is liable for indirect or consequential loss, including loss of profit, revenue or goodwill.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

• —Governing law — the laws of the Netherlands, with exclusive jurisdiction in the courts of Amsterdam.
• —Independent contractor — nothing here creates a partnership, employment or agency relationship.
• —Force majeure — neither party is liable for delay caused by events beyond its reasonable control.
• —Assignment — neither party may assign this agreement without the other’s written consent, except in a merger or sale of substantially all assets.
• —Entire agreement — these Terms plus the SOW form the whole agreement and supersede prior discussions.
• —Severability — if any provision is held unenforceable, the remainder stays in force.

Questions about these Terms before signing are welcome and encouraged. Write to legal@sajw-group.com.