Article 1 - Definitions
Topanga Creative Studio means the sole proprietorship established at 1e Scheepvaartstraat 55, 3151 NK Hoek van Holland, The Netherlands, registered with the Dutch Chamber of Commerce under number 82560315.
Client means any natural person or legal entity purchasing or intending to purchase services from Topanga Creative Studio.
Services means all creative and design-related services offered by Topanga Creative Studio, including but not limited to branding, logo design, visual identity work, social media templates, presentations, and related creative deliverables.
Deliverables means the final work products agreed in writing.
Agreement means any agreement between Topanga Creative Studio and the Client, including accepted quotes, email approvals, and these Terms & Conditions.
Article 2 - Applicability
These Terms & Conditions apply to all offers, quotations, agreements, and services provided by Topanga Creative Studio, unless otherwise agreed in writing.
Any terms proposed by the Client are expressly rejected unless accepted by Topanga Creative Studio in writing.
If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in full force.
Article 3 - Offers and quotations
All offers and quotations are non-binding unless expressly stated otherwise.
Unless stated otherwise, quotations remain valid for 30 days from the date of issue.
An Agreement is formed once the Client accepts a quotation in writing, by email, by signed quote, or when Topanga Creative Studio reasonably begins work at the Client’s request.
Article 4 - Scope of services
Topanga Creative Studio will perform the agreed services with reasonable care and professional skill.
The scope of work is limited to what is explicitly included in the accepted quotation or otherwise confirmed in writing.
Any work requested by the Client outside the agreed scope will be treated as additional work and may be charged separately.
Article 5 - Client obligations
The Client shall provide all information, materials, feedback, approvals, and access reasonably required for the performance of the services, in a timely and accurate manner.
The Client is responsible for ensuring that all content, text, files, and materials supplied to Topanga Creative Studio are accurate and lawful and do not infringe third-party rights.
Any delays caused by missing, incomplete, or late client input may result in the project timeline being adjusted accordingly.
Article 6 - Revisions and changes
Any included revision rounds are limited to the number and scope specified in the quotation, proposal, or package.
A revision means an adjustment to work already presented within the agreed concept or direction. A request that materially changes the brief, objectives, or approved direction may be treated as additional work.
Additional work is charged at USD 85 per hour or EUR 70 per hour, unless another rate is agreed in writing.
Article 7 - Fees and payment
All prices are stated in EUR or USD, as specified in the quotation or invoice.
For projects under EUR 350, Topanga Creative Studio may require full payment in advance.
For projects above EUR 350, Topanga Creative Studio may require a 50% upfront payment and the remaining 50% upon final delivery, unless otherwise agreed in writing.
Invoices must be paid within 14 days of the invoice date, unless another term is stated in writing.
Payment must be made using the payment method stated on the invoice.
Article 8 - Late payment
If the Client fails to pay an invoice on time, the Client is in default by operation of law once the applicable payment term has expired.
From that moment, Topanga Creative Studio is entitled to charge statutory interest on the outstanding amount and to recover all reasonable extrajudicial and judicial collection costs, including reasonable costs for legal assistance, debt collection services, and court bailiffs, to the extent permitted by applicable law.
Topanga Creative Studio is also entitled to suspend ongoing work, withhold delivery, or refuse further performance until all outstanding amounts have been paid in full.
The Client is not entitled to suspend payment obligations or apply any deduction, set-off, or counterclaim, unless mandatory law provides otherwise.
Article 9 - Project pause and client silence
If the Client fails to provide required feedback, approvals, or materials for more than 14 calendar days, Topanga Creative Studio may place the project on hold.
During such a pause, all agreed timelines are automatically extended, Topanga Creative Studio cannot be held responsible for resulting delays, and if the project remains inactive for an extended period, Topanga Creative Studio may reschedule the work based on availability.
If inactivity continues for more than 60 days, Topanga Creative Studio may treat the project as terminated under Article 10.
Article 10 - Cancellation and termination
If the Client cancels a project after work has started, the Client remains liable for all work already performed and all costs reasonably incurred up to the cancellation date.
Any upfront payment already made is non-refundable to the extent it relates to work performed, time reserved, or project setup already completed.
Topanga Creative Studio may suspend or terminate the Agreement with immediate effect if the Client seriously breaches the Agreement, fails to pay on time, fails to cooperate sufficiently to enable performance of the services, or if continuing the project would be unreasonable or impracticable.
Article 11 - Delivery and acceptance
Delivery times are estimates unless expressly agreed otherwise in writing
Topanga Creative Studio is not liable for delays caused by the Client, third parties, force majeure, or circumstances outside its reasonable control.
Deliverables are deemed accepted if the Client uses them, approves them, or fails to raise substantive objections within a reasonable time after delivery.
Article 12 - Intellectual property
All intellectual property rights in concepts, drafts, proposals, preliminary designs, rejected options, and working files remain the exclusive property of Topanga Creative Studio unless expressly transferred in writing.
Upon full payment of all amounts due for the relevant project, the intellectual property rights in the final approved deliverables shall transfer to the Client, to the extent legally possible and insofar as those rights are owned by Topanga Creative Studio and intended to be transferred.
No rights transfer takes place before full payment has been received.
Unused concepts, drafts, and exploratory work remain the property of Topanga Creative Studio and may not be used, reproduced, edited, or commercialised by the Client.
Editable source files, working files, and open production files are only included if expressly stated in the quotation or otherwise agreed in writing.
Article 13 - Third-party assets and licenses
If a project uses third-party assets, such as fonts, stock elements, mockups, templates, or other licensed resources, those elements remain subject to the license terms of their respective owners.
Topanga Creative Studio does not guarantee that third-party assets may be transferred, sublicensed, or used beyond the scope permitted by the original license.
The Client is responsible for obtaining any commercial license upgrades required for their intended use, unless otherwise agreed in writing.
Article 14 - Portfolio rights
Unless expressly agreed otherwise in writing, Topanga Creative Studio may display the final work, the Client’s name, and a general description of the project in its portfolio, website, social media, presentations, and promotional materials.
If confidentiality applies, or if the Client reasonably requests non-disclosure before publication, Topanga Creative Studio will take that into account.
Article 15 - Use of subcontractors
Topanga Creative Studio may engage third parties or freelance collaborators for the execution of services, while remaining the Client’s primary contractual party.
Where such collaborators are involved, Topanga Creative Studio will share only the materials reasonably necessary for the performance of the project.
Article 16 - Liability
Topanga Creative Studio is only liable for direct damages resulting from a demonstrable attributable failure in the performance of the Agreement.
Any liability is limited to the amount actually paid by the Client for the specific project giving rise to the claim.
Topanga Creative Studio is not liable for indirect damage, consequential damage, loss of profit, loss of revenue, loss of data, damage caused by incorrect or incomplete information supplied by the Client, or damage resulting from third-party platforms, software, hosting providers, or external tools.
Nothing in these Terms excludes liability where exclusion is not permitted by applicable law.
Article 17 - Force majeure
Topanga Creative Studio is not liable for any failure or delay caused by circumstances beyond its reasonable control, including illness, internet outages, software failures, platform issues, supplier delays, governmental measures, or other force majeure events.
In such cases, Topanga Creative Studio may suspend performance for the duration of the force majeure event or terminate the Agreement if continuation is no longer reasonably possible.
Article 18 - Confidentiality
Both parties shall treat confidential information received from the other party as confidential and shall not disclose it to third parties except where necessary for the performance of the Agreement or where disclosure is required by law.
Article 19 - Consumer clients
If the Client is a consumer, any mandatory consumer protection rights under applicable law remain fully applicable and prevail over conflicting provisions in these Terms.
Article 20 - Applicable law and disputes
These Terms & Conditions and all Agreements between Topanga Creative Studio and the Client are governed exclusively by Dutch law.
Any dispute shall be submitted to the competent court in Rotterdam, unless mandatory law requires otherwise.