Business Terms of Service

Article 1. Scope and Application

1. These Terms of Service (the “Terms”) set out the conditions governing the use of services provided by Sola Studio (“Sola Studio,” “we,” “us,” or “our”) to corporations, corporate-equivalent organizations, sole proprietors, and other persons using our services for business purposes (each, a “Client”).
2. These Terms apply to Sola Studio’s business services generally, including services for clients in Japan and in the EU/UK.
3. These Terms apply, at a minimum, to the following service models:
   1. Consulting-Type Services provided on a fixed-package / fixed-fee basis;
   2. Scoped Services provided within a defined scope, assumptions, exclusions, and related conditions; and
   3. Ongoing Support Services provided on the basis of a defined period, role, time allocation, or support frame.
4. These Terms do not apply to personal / consumer services. Separate terms may apply to such services.
5. Where we separately provide service descriptions, estimates, proposals, order documents, application guidance, individual contracts, Statements of Work / Order Forms, service-specific conditions, payment instructions, or other written or electronic terms, those materials supplement these Terms.

Article 2. Definitions

Unless the context requires otherwise, the following terms have the meanings set out below:

1. “Client” means any corporation, corporate-equivalent organization, sole proprietor, or other person applying for or using our services for business purposes.
2. “Individual Agreement Documents” means any estimate, proposal, individual contract, Statement of Work / Order Form, service-specific conditions, purchase order, order form, payment instruction, or other written or electronic agreement that sets project-specific terms between Sola Studio and the Client.
3. “Consulting-Type Services” means services provided under a predefined package structure and fixed-fee framework.
4. “Scoped Services” means services provided within a defined scope, work content, assumptions, exclusions, shared outputs, review period, and other necessary conditions.
5. “Ongoing Support Services” means services provided continuously on the basis of a defined period, role, time allocation, or support frame.
6. “Shared Work Output” means any materials, documents, review findings, screen proposals, wireframes, specification-related outputs, reports, configuration notes, code, prototypes, or any other content shared, sent, or presented by us in connection with the services.
7. “Commencement” means the point at which we begin substantive work to prepare for or carry out the services, including investigation, organization, design, preparation, implementation, meetings, or similar work.
8. “Sharing of Work Output” means the point at which we share or present Shared Work Output by email, file sharing, shared documents, online meeting, repository, or any other reasonable method.
9. “Review Period” means the period specified in Article 20 during which the Client may review Shared Work Output and notify us of comments or issues.
10. “Minor Revisions” means correction of typographical errors, supplementation of obvious omissions, small adjustments consistent with already agreed content, or other revisions we reasonably determine to be minor.
11. “Service-Specific Conditions” means project-specific or service-specific conditions set out in any Individual Agreement Documents.

Article 3. Relationship Between These Terms and Individual Terms

1. These Terms set out the general conditions applicable to our business services.
2. The specific service content, scope, assumptions, exclusions, shared outputs, review terms, scope of Minor Revisions, payment method, payment timing, currency, contract period, renewal terms, settlement terms upon termination, intellectual property exceptions, and other project-specific conditions may be set out in Individual Agreement Documents.
3. If any Service-Specific Conditions expressly state terms that differ from these Terms, those Service-Specific Conditions will prevail only for the relevant service or engagement and only to the extent of the express inconsistency.
4. Even where Individual Agreement Documents apply, the provisions of these Terms regarding confidentiality, intellectual property, limitation of liability, governing law, and other provisions that are intended to apply generally will continue to apply unless expressly stated otherwise.

Article 4. Nature of the Services

1. Our services are professional service / support services, including advisory, structuring, design support, review, research, implementation support, documentation support, coordination support, and related services.
2. Unless expressly stated otherwise, our services are not provided on the basis of guaranteeing completion of a specified work result. Rather, they consist of the performance of services with due care within the agreed scope.
3. Unless we expressly guarantee otherwise, we do not guarantee revenue increase, investment outcomes, internal approvals, product launch outcomes, legal compliance, regulatory compliance, accessibility compliance, quality improvement, schedule achievement, or any other specific result expected by the Client.
4. Any materials, proposals, review comments, structured outputs, shared outputs, or other results we provide do not replace the Client’s own business, legal, implementation, procurement, or other final decision-making.
5. The specific service conditions, review mechanics, completion logic, payment terms, and allocation of responsibility may differ depending on the relevant service model and Service-Specific Conditions.
6. Unless expressly stated otherwise, any materials, proposals, structured design outputs, review findings, screen proposals, specification-related outputs, prototypes, or other Shared Work Output shared by Sola Studio are provided for organization, advisory, evaluation, discussion, and sharing purposes within the purpose and scope of the relevant service. They do not constitute final specifications, detailed design documents, implementation instructions, completed work results for which we assume completion responsibility, legal, technical, or business warranty materials, or any equivalent materials.

Article 5. Service Models

1. Consulting-Type Services are services delivered under a predefined package structure and fixed-fee framework.
2. Scoped Services are services delivered within a defined scope, assumptions, exclusions, shared outputs, review framework, and related conditions.
3. Ongoing Support Services are services delivered continuously over a defined period and role / time-allocation framework.
4. Contract formation, payment structure, completion logic, and termination handling may differ across these service models.

Article 6. Individual Service Content and Naming

1. The name, content, scope, fees, payment terms, shared outputs, Review Period, exclusions, and other Service-Specific Conditions for each individual service will be set out in the relevant service page, application screen, estimate, proposal, payment instruction, service-specific conditions, or other written or electronic materials separately provided by Sola Studio.
2. Service pages, application screens, or other guidance may use a package-style service name covering multiple stages or related services. Even in such cases, the specific content of the service, what is included, what is excluded, the applicable fees, and other conditions will be determined by the Service-Specific Conditions separately provided by Sola Studio.
3. Even if an individual service has a different service name, display name, internal management name, or service_key, the service covered and the applicable conditions will be identified by the service page, application screen, estimate, payment instruction, or other Service-Specific Conditions presented to the Client.
4. Each service includes only the items expressly stated by Sola Studio. Any creation or sharing of work outputs, implementation, design, investigation, review, ongoing support, maintenance, stakeholder handling, or other matters not expressly stated in the relevant service page, application screen, estimate, proposal, payment instruction, service-specific conditions, or other materials separately provided by Sola Studio are not automatically included in that service.

Article 7. Contract Formation

1. For Consulting-Type Services, a contract is formed when the Client submits an application, order, or similar request and Sola Studio accepts it.
2. For Scoped Services and Ongoing Support Services, a contract is formed only when the parties enter into a separate written or electronic agreement, such as an individual contract, Statement of Work / Order Form, or service-specific agreement.
3. Estimates, proposals, draft SOWs, pre-contract consultation materials, rough estimates, initial proposals, and similar pre-contract materials do not by themselves create any obligation for Sola Studio to enter into a contract or provide services, unless expressly stated otherwise.
4. Any rough estimate, preliminary terms, or initial proposal provided before execution of an NDA may be revised, updated, or changed when the formal scope, detailed materials, or underlying assumptions are later confirmed.
5. Even where an enquiry or application has been submitted, Sola Studio may decide not to proceed with contract formation based on project fit, assumptions, feasibility, payment conditions, information-management considerations, or other relevant circumstances.

Article 8. Conditions for Service Commencement

1. Even after contract formation, Sola Studio may defer commencement or continuation of services until required preliminary materials, information, access rights, communication arrangements, preconditions, and/or agreed payments have been completed.
2. Where specified by Sola Studio, the Client must complete required advance payment, initial fees, reserved-capacity fees, monthly fees, or other agreed payments before service commencement.
3. Sola Studio may postpone or suspend commencement, sharing of work outputs, meetings, access provision, review work, or other service actions until required payment has been confirmed.

Article 9. Client Cooperation Obligations

1. The Client must provide, in a timely and accurate manner, all information, materials, URLs, target items, background context, decisions, responses, approvals, accounts, access rights, connection information, internal coordination, scheduling cooperation, and other assistance reasonably necessary for the services.
2. If the Client fails to provide sufficient cooperation due to lack of information, lack of materials, unclear assumptions, inconsistent instructions, delayed approvals, unavailable stakeholders, restricted access, or other Client-side circumstances, Sola Studio is not responsible for resulting delay, rework, reduced precision, work constraints, increased burden, or similar effects.
3. In such cases, Sola Studio may, where appropriate, adjust schedules, stop work, propose additional fees, switch to another service model, issue an additional estimate, or take other reasonable measures.
4. The Client is responsible for ensuring that any materials, information, data, content, URLs, accounts, credentials, or other items shared with Sola Studio are lawfully shared, accurate, complete, and do not infringe third-party rights.
5. If the Client’s breach of the preceding paragraph causes disputes with third parties, rights claims, deletion or replacement work, project suspension, or other issues, and as a result Sola Studio must undertake reasonable additional work, Sola Studio will not be responsible for such issues and may charge the Client for the reasonable cost of that additional work.

Article 10. Communication Methods

1. Communications, submission of materials, confirmations, review comments, revision requests, sharing of work outputs, and other exchanges necessary for performance of the services shall be conducted by methods separately specified by Sola Studio.
2. Such methods may include forms, email, online meetings, cloud storage, shared documents, chat tools, and other methods designated by Sola Studio.
3. The Client may submit or share information, materials, communications, and related items through forms, scheduling tools, shared documents, cloud services, payment-related services, or other external tools designated by Sola Studio.
4. If the Client sends information, materials, comments, or requests through methods not designated by Sola Studio, Sola Studio will not be responsible for any failure to notice or reflect them unless caused by our willful misconduct or gross negligence.

Article 11. Records and Recording

1. For purposes reasonably necessary for service provision, operational quality, safety, dispute prevention, harassment response, or similar reasons, Sola Studio may record, retain, or otherwise preserve parts of meetings, calls, screen-sharing sessions, communications, or other interactions.
2. Where notice, explanation, or consent is required by law or operational practice before such recording or retention, Sola Studio will take the necessary steps.

Article 12. Harassment Response

1. The Client shall take appropriate measures, to the extent necessary, to ensure that conduct occurring in connection with the engagement does not harm the working environment of Sola Studio or anyone working for or on behalf of Sola Studio.
2. The Client must not engage in conduct toward Sola Studio that is based on an abusive or superior position, or that otherwise exceeds what is necessary and reasonable for performance of the engagement, where such conduct harms the working environment of Sola Studio or anyone working for or on behalf of Sola Studio.
3. If Sola Studio or anyone working for or on behalf of Sola Studio raises a concern, makes a report, or provides information regarding harassment in connection with the engagement, the Client shall, to the extent reasonably necessary, take reasonable steps such as fact-finding, hearing from relevant persons, corrective measures, recurrence-prevention measures, or other appropriate responses.
4. The Client must not subject Sola Studio or anyone working for or on behalf of Sola Studio to adverse treatment on the grounds that they raised a concern relating to harassment, cooperated with a response to such concern, or provided information during any related fact-finding process.
5. If harassment by the Client, refusal to cooperate, repeated intimidating conduct, or similar circumstances lead Sola Studio reasonably to determine that continuation of the contractual relationship has become difficult, Article 29 will apply.

Article 13. Consideration for Pregnancy, Childbirth, Childcare, and Caregiving

1. Where the Freelance Transactions Act of Japan or other applicable law applies, and the engagement falls within a category for which such consideration is legally required, the Client shall, upon request from Sola Studio, discuss necessary consideration appropriate to Sola Studio’s circumstances in order to support the balancing of work with pregnancy, childbirth, childcare, or caregiving.
2. Such consideration may include, where reasonable in light of the nature and status of the engagement, adjustments to working methods, communication methods, meeting times, expected timing, sharing arrangements, or other comparable operational arrangements.
3. Where such a request is made, the Client shall consider it in good faith, taking into account the nature of the engagement, project status, operational needs, and other relevant circumstances, and shall discuss in good faith whether and to what extent reasonable accommodation is possible.
4. The Client must not subject Sola Studio to adverse treatment on the grounds that Sola Studio requested consideration in relation to pregnancy, childbirth, childcare, or caregiving.
5. Even where the legal obligation described in paragraph 1 does not directly apply, the Client is expected to make reasonable efforts, where practicable, to respond flexibly in light of the nature of the engagement and the content of Sola Studio’s request.

Article 14. Accuracy of Submitted Information

1. The Client shall use reasonable efforts to ensure that information submitted through initial forms, detailed forms, application forms, meetings, emails, contract procedures, payment procedures, or other channels is true, accurate, and sufficiently complete at the relevant time.
2. Sola Studio may rely on information provided by the Client when assessing project suitability, preparing estimates, deciding whether to contract, structuring the services, conducting reviews, and performing related work.
3. If the Client conceals important facts or provides inaccurate or misleading information, and that results in additional burden, rework, delay, misunderstanding, or other disadvantage to Sola Studio, we may charge additional fees, revise the schedule, suspend work, terminate the contract, or take other reasonable measures.

Article 15. Pre-NDA Information-Sharing Rules

1. As a general rule, Sola Studio does not assume the handling of highly confidential information, sensitive information, regulated information, or other information requiring heightened protection before an NDA or similar separate arrangement is in place.
2. In particular, for Scoped Services, where confidential information is needed for detailed review, formal estimation, or formal scope definition, such information-sharing will generally require an NDA or other necessary condition-setting beforehand.
3. If the Client shares information before execution of an NDA or before such necessary condition-setting, Sola Studio will not assume that the information was shared on the basis that it would automatically be treated as confidential, unless we expressly agree to receive it as confidential.
4. For Consulting-Type Services and other services that do not normally operate under a separate NDA as part of the standard flow, the confidentiality provisions in these Terms will apply as the parties’ baseline confidentiality framework.
5. If a separate NDA or similar confidentiality agreement is executed, that agreement will prevail with respect to the information and period it covers.

Article 16. Confidentiality

1. Each party shall use non-public information disclosed by the other party in connection with the services only to the extent necessary for evaluating, contracting for, performing, or reviewing the relevant engagement, and shall not disclose or leak such information to any third party without prior consent.
2. The following are not confidential information:
   1. information already publicly known at the time of disclosure;
   2. information that becomes public after disclosure through no fault of the receiving party;
   3. information lawfully possessed by the receiving party before disclosure;
   4. information lawfully obtained from a third party with proper authority; or
   5. information independently developed or acquired without reference to the other party’s confidential information.
3. Where disclosure is required by law, court order, governmental authority, or similar public requirement, the receiving party may disclose the relevant information to the minimum extent necessary, to the extent legally permissible after notifying the other party where possible.
4. Sola Studio may share confidential information with subcontractors, specialists, professional advisors, or other third parties to the extent reasonably necessary for performance of the services, provided that such parties are bound by confidentiality obligations equivalent to or stronger than those in these Terms or any applicable NDA.
5. Personal information shall also be handled in accordance with our Privacy Policy and applicable law.
6. If a separate NDA exists, it will prevail over this Article to the extent of any inconsistency or greater specificity.
7. Where no separate NDA exists, the confidentiality obligations in this Article will survive for three (3) years after the end of the relevant service or contractual relationship; provided, however, that information that remains non-public and reasonably requires continued protection by its nature, or under applicable law, shall continue to be protected for so long as such need persists.

Article 17. Out-of-Scope Work and Additional Requests

1. Requests exceeding the agreed scope, assumptions, dependencies, time allocation, review framework, Minor Revision range, exclusions, or service model may be handled by Sola Studio as:
   1. separately billable additional work;
   2. paid consultation or another paid support slot;
   3. a new SOW, individual agreement, or service-specific agreement; or
   4. transition to an Ongoing Support model where more appropriate.
2. Sola Studio is under no obligation to absorb such additional work within the originally agreed fee.
3. New functions, new screens, new reviews, creation of new materials, explanatory documents, or other work outputs, additional investigation, additional meetings, repeated explanations, stakeholder coordination, additional implementation, additional documentation, and other burden not included in the original agreement may be treated as additional work.
4. If major changes to assumptions, requests, materials, or scope make continuation under the original service model or original agreed conditions unreasonable, Sola Studio may propose revised terms, a return to an earlier stage, contract restructuring, or termination.
5. Ongoing Support Services do not mean unlimited task acceptance, always-on immediate response, unlimited meeting participation, or effective staff augmentation. They are provided only within the agreed role, time allocation, period, and support model.

Article 18. Payment Methods and Terms

1. The Client shall pay fees, costs, taxes, and other agreed amounts in accordance with the payment terms separately specified by Sola Studio or otherwise agreed between the parties.

2. Specific payment conditions—such as payment method, currency, payment timing, installment ratio, billing cycle, and whether a platform is used—shall be set out in the relevant Individual Agreement Documents or payment guidance.

3. Unless expressly stated otherwise, fees displayed or quoted by Sola Studio are exclusive of applicable taxes, duties, withholding taxes, Japanese consumption tax, VAT, GST, bank charges, remittance fees, payment processing fees, and other payment-related costs. If fees are displayed or quoted as tax-inclusive, or if another treatment is expressly stated, that statement will apply.

4. The taxes, charges, fees, and other payment-related costs described in the preceding paragraph shall be borne by the Client, except where applicable law requires otherwise.

5. For engagements involving Japan-based clients and other transactions subject to Japanese consumption tax, Japanese consumption tax will be handled in accordance with the applicable estimate, invoice, payment guidance, or other Individual Agreement Documents.

6. For services supplied to non-Japan business clients, Sola Studio may not charge Japanese consumption tax where the transaction qualifies as an export-exempt supply under Japanese consumption tax rules. Even in such cases, any VAT, GST, reverse charge accounting, filing, reporting, or other local tax treatment or payment obligation in the Client’s jurisdiction remains the Client’s responsibility.

7. If the Client is legally required under applicable law to withhold tax or make any other deduction from a payment to Sola Studio, the Client must notify Sola Studio in advance and promptly provide official or reasonably sufficient documentation showing the legal basis, amount, and details of the withholding or deduction. Except for legally required withholding or deductions, the Client may not deduct bank charges, remittance fees, payment processing fees, or other costs from the amount invoiced by Sola Studio.

8. For engagements involving Japan-based clients, payment shall be made by the method separately specified by Sola Studio.

9. For EU/UK engagements and other international engagements, payment shall be made through the international remittance method, payment instrument, or platform separately specified by Sola Studio.

10. Sola Studio may adopt advance payment, installment payment, milestone payment, monthly payment, reserved-capacity prepayment, or other payment structures on a case-by-case basis.

Article 19. Late Payment and Suspension

1. If the Client fails to make payment by the applicable due date, Sola Studio may issue a late-payment notice.
2. If payment is still not confirmed within a reasonable period after such notice, Sola Studio may suspend all or part of the services, withhold sharing of work outputs, or postpone meetings, reviews, or other actions.
3. If late payment continues, or if Sola Studio reasonably determines that there is a serious concern regarding the Client’s willingness or ability to pay, Sola Studio may terminate or end the relevant contract or engagement.
4. Even where services are suspended, terminated, or ended, the Client remains responsible for fees and costs corresponding to work already performed, reserved capacity, scheduled slots, approved external costs, non-cancellable costs, rescheduling costs, and other costs already incurred or reasonably committed by Sola Studio.
5. Sola Studio may charge late payment interest or similar amounts where permitted by the applicable Individual Agreement Documents or applicable law.

Article 20. Review Period, Minor Revisions, and Service Completion

1. For Consulting-Type Services and Scoped Services, Sola Studio will, after a final sharing step appropriate to the service—such as a final meeting, sending of final shared materials, sharing of final work output, or another final sharing step—provide a Review Period for the Client.
2. The Review Period is five (5) business days by default, unless a different period is expressly stated in the relevant estimate, SOW / Order Form, individual contract, or other Service-Specific Conditions.
3. If the Client believes there are matters that qualify for Minor Revisions, the Client must notify Sola Studio of them specifically and in writing or by electronic means within the Review Period. Where reasonably possible, such comments should be submitted together in one batch.
4. If no specific comments are received within the Review Period, Sola Studio may treat its service obligations for the relevant service or shared output as completed.
5. Sola Studio will, in principle, respond once to comments received within the Review Period to the extent they qualify as Minor Revisions.
6. The following do not qualify as Minor Revisions:
   1. additional scope;
   2. additional investigation, consideration, or analysis;
   3. preparation of new materials, review materials, explanatory documents, or other work outputs;
   4. additional implementation, design, or documentation;
   5. added stakeholder handling, additional meetings, or repeated explanations;
   6. changes responding to major changes in assumptions;
   7. matters raised after the Review Period; and
   8. comments raised in a fragmented, repeated, or piecemeal manner.
7. Even if the Client submits comments within the Review Period, if those comments fall within any of the items above or amount to a second or later round of revision requests, Sola Studio may treat them as separate paid work or as subject to a separate agreement.
8. For Ongoing Support Services, separate Review Periods or completion events for each individual work output do not automatically apply. Unless otherwise stated in the Service-Specific Conditions, the relevant service period ends upon expiration of the agreed contract period or support period.

Article 21. Cancellation, Early Termination, and Settlement

1. This Article sets out the baseline principles for settlement when a service is cancelled, paused, terminated early, or materially changed. Depending on the nature of the engagement, stage of preparation, existence of reserved capacity, external costs, or similar factors, different specific terms may be stated in the relevant Service-Specific Conditions.
2. Even if the Client seeks cancellation before service commencement, Sola Studio may charge for already-performed interviews, scope organization, advance preparation, reserved slots, approved external costs, non-cancellable costs, and other reasonable costs already incurred.
3. If, after service commencement, the engagement is paused, changed, postponed, ended, or reduced for reasons attributable to the Client, the Client shall bear fees and costs corresponding to:
   1. work already performed;
   2. work already prepared;
   3. reserved time, reserved slots, or committed work capacity;
   4. approved external costs, tool costs, and non-cancellable costs; and
   5. reasonable costs of rescheduling, winding down, organizing, or ending the engagement.
4. Whether any prepaid amounts are refundable, whether pro-rata adjustment applies, how any unpaid installment balance is handled, and other specific settlement conditions may be separately stated in the relevant Service-Specific Conditions in light of the nature and progress of the engagement, reserved capacity, external costs, and similar factors.
5. Fees for Ongoing Support Services are not only consideration for tasks actually consumed, but also for reservation of support capacity, response availability, prioritization room, and related support-frame value. For the initial contract period or any other period separately specified by Sola Studio, no refund may be provided even if the engagement ends mid-period.
6. For Ongoing Support Services, the contract period, whether renewal applies, non-renewal notice periods, mid-term termination notice periods, and other ending conditions shall be set out in the relevant Service-Specific Conditions. Where such terms exist, the Client must follow them.
7. If an engagement is paused, ended early, or materially changed, Sola Studio may share the then-current work on an “as-is” basis.

Article 22. Handling of Collected Information

1. Sola Studio may handle information collected from Clients for the purposes of enquiry handling, project suitability assessment, estimation, contract formation, service delivery, invoicing, payment management, communications, operational management, quality improvement, service improvement, analysis, and other purposes set out in our Privacy Policy.
2. Details regarding the handling of personal information and other information are governed by our Privacy Policy.
3. Nothing in this Article limits the application of Article 15, Article 16, Article 23, or any other provisions relating to confidential information or sensitive information.

Article 23. Sharing of Sensitive, Personal, or Regulated Information

1. If the Client intends to share sensitive personal information, regulated data, highly confidential information, credentials, or other information requiring careful handling, the Client must confirm in advance with Sola Studio the necessity of such sharing and the applicable handling conditions.
2. Where such information is necessary for the services, the parties may separately arrange appropriate conditions such as an NDA, Service-Specific Conditions, access controls, limited viewing scope, or restrictions on sharing methods.
3. If the Client sends such information contrary to the preceding paragraphs, and this results in additional burden, additional handling, risk assessment, deletion work, or similar consequences, Sola Studio may charge additional fees or suspend progress of the engagement.

Article 24. Intellectual Property

1. All rights in Sola Studio’s pre-existing materials, templates, frameworks, generalized methodologies, checklists, know-how, reusable assets, common design systems, generic code, process assets, and other reusable materials (“Sola Studio Background Assets”) remain exclusively with Sola Studio.
2. As to proposals, review materials, design materials, research notes, explanatory documents, structured materials, and other documents or materials created or shared in connection with the services (“Documents and Materials”), the Client receives, upon full payment of the applicable fees, a non-exclusive, non-transferable, non-sublicensable right to use them only to the extent necessary for the Client’s internal use and for the relevant project or service context. No assignment of rights in such Documents and Materials occurs unless expressly stated otherwise.
3. As to code, configuration, screen implementation, project-specific work outputs, and other outputs created for and embedded into the relevant project environment, the Client may, upon full payment of the applicable fees, use, copy, modify, and otherwise act upon them to the extent necessary for performance, operation, maintenance, and modification of that project, excluding any Sola Studio Background Assets and any generally reusable elements.
4. Except as expressly permitted above, the Client may not, without prior written consent from Sola Studio, resell, redistribute, generalize, template, commercially reuse, roll out across corporate groups, or repurpose for other projects any Sola Studio Background Assets or the outputs described above, except to the extent necessary for the relevant project’s implementation, maintenance, operation, or use by directly involved contractors in the Client’s internal project context.
5. If any open-source software, third-party software, third-party libraries, third-party frameworks, or other third-party materials are included, those items remain subject to the applicable third-party license terms.
6. Any usage rights granted under this Article arise only after full payment of the applicable fees.
7. Any assignment of intellectual property, broader license, copyright transfer, work-made-for-hire treatment, or similar exception must be expressly stated in the relevant individual contract, SOW / Order Form, or Service-Specific Conditions.

Article 25. Publicity, Case Studies, and Portfolio Use

1. Sola Studio may publicly refer to the engagement, project summary, summary of support provided, case studies, portfolio information, images, excerpts from shared outputs, or related information only to the extent expressly permitted by the Client.
2. Even where permission is given, Sola Studio shall comply with the permitted scope, anonymization conditions, prior-review requirements, and any other conditions expressly specified by the Client.
3. If the Client has stated that publication is not permitted, or is permitted only on a conditional basis, Sola Studio will follow that designation.

Article 26. Subcontracting and Use of Specialists

1. Sola Studio may subcontract all or part of the services, or use specialists, professional advisors, external collaborators, or similar third parties, under its own responsibility.
2. Where confidential information is shared with such parties, Sola Studio shall ensure that they are subject to confidentiality obligations equivalent to or stronger than those in these Terms or any applicable NDA.

Article 27. Disclaimer of Warranties

1. Unless expressly stated otherwise, all services, shared outputs, reviews, advice, comments, materials, and structured outputs are provided on an as-is basis.
2. Sola Studio disclaims any implied warranties, including merchantability, fitness for a particular purpose, non-infringement, continued availability, and uninterrupted operation.
3. The Client remains solely responsible for its own final business decisions, internal decisions, legal decisions, regulatory decisions, implementation decisions, operational decisions, procurement decisions, and similar judgments made in reliance on the services.
4. Even where the services touch on privacy, cookies, consent management, accessibility, compliance, or other legal/regulatory matters, Sola Studio’s input is, unless expressly stated otherwise, practical or service-oriented guidance and does not constitute legal advice from a lawyer or other licensed legal professional. Final legal, regulatory, compliance, and external-responsibility determinations remain with the Client and/or its legal or other professional advisors.

Article 28. Limitation of Liability

1. If either party breaches these Terms, any Service-Specific Conditions, or an applicable contract and causes damage to the other party, the liable party shall be responsible only for ordinary and direct damages actually incurred by the other party.
2. Sola Studio shall not be liable for lost profits, indirect damages, special damages, consequential damages, loss of opportunity, revenue loss, loss of goodwill, data loss, or similar damages.
3. The aggregate liability of Sola Studio shall not exceed:
   1. for Consulting-Type Services, the fees actually received by Sola Studio for the relevant service giving rise to the claim;
   2. for Scoped Services, the fees actually received by Sola Studio for the relevant individual contract, SOW, service-specific conditions, or relevant scoped portion of the engagement directly related to the event giving rise to the claim; and
   3. for Ongoing Support Services, one month of fees actually received by Sola Studio corresponding to the month in which the event giving rise to the claim occurred.
4. The foregoing limitations do not apply where liability cannot be limited under applicable law or where damage is caused by Sola Studio’s willful misconduct or gross negligence.

Article 29. Termination

1. Either party may terminate the relevant contract or engagement if the other party breaches these Terms, the individual contract, the SOW / Order Form, or other applicable conditions and fails to cure such breach within a reasonable period after notice.
2. Sola Studio may, without prior notice, terminate the relevant contract or engagement, or suspend the services, if the Client:
   1. suspends payment or becomes unable to pay;
   2. becomes subject to bankruptcy, civil rehabilitation, corporate reorganization, liquidation, or similar proceedings;
   3. experiences a material deterioration in creditworthiness; or
   4. has any involvement with anti-social forces or other circumstances that Sola Studio reasonably considers materially problematic.
3. If, due to the Client’s requests, communication style, repeated instruction changes, refusal to cooperate, repeated scope overreach, explanation demands that to a reasonable degree obstruct ordinary performance of the services, harassment, serious information-management concerns, or similar circumstances, Sola Studio reasonably determines that continuation of the contractual relationship has become difficult, Sola Studio may, after requesting consultation or cure within a reasonable period, end the relevant contract or engagement.
4. Unless caused by Sola Studio’s willful misconduct or gross negligence, Sola Studio shall not be liable for damages suffered by the Client as a result of termination or suspension under this Article.
5. Settlement upon termination or ending of an engagement shall be governed by Article 21 and any applicable Service-Specific Conditions.

Article 30. Exclusion of Anti-Social Forces

1. The Client represents and warrants that it is not, and will not become, associated with any anti-social forces.
2. If Sola Studio reasonably determines that the Client has breached the preceding paragraph, Sola Studio may immediately terminate the contract without notice.

Article 31. Assignment Restriction

The Client may not assign, transfer, create security over, or otherwise dispose of its contractual position or any rights or obligations under these Terms or any individual contract without prior written consent from Sola Studio, except where Sola Studio reasonably agrees in connection with a merger, corporate split, business transfer, or similar succession transaction.

Article 32. Entire Agreement and Contract Changes

1. These Terms together with the applicable Service-Specific Conditions constitute the agreement between the parties regarding the relevant engagement and supersede prior oral or written exchanges on the same subject matter.
2. Any change to these Terms or to any Service-Specific Conditions is valid only if made in writing, in an electronically signed document, by approval email from an authorized person, or by another reliable electronic method.

Article 33. Changes to These Terms

1. Sola Studio may revise these Terms where required due to legal changes, service changes, operational needs, or other reasonable circumstances.
2. If Sola Studio revises these Terms, the revised content and effective date will be notified by publication on our website or by another appropriate method.
3. The revised Terms take effect on the effective date stated in such notice.
4. For Individual Agreement Documents already in force, the revised Terms may apply only to a reasonable extent, except where the Individual Agreement Documents provide otherwise or where the revision would materially affect important commercial conditions; in such cases, the parties may discuss the matter separately if necessary.

Article 34. Survival

Articles 12, 13, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 32, 33, 35, and 36, together with any other provisions that by their nature should survive, shall remain in effect after termination or expiration of the relevant contract.

Article 35. Governing Law and Jurisdiction

1. These Terms, any individual contract, any SOW / Order Form, any Service-Specific Conditions, and all matters arising in connection with them shall be governed by the laws of Japan.
2. Unless otherwise expressly agreed in a separate written document, the Tokyo District Court or Tokyo Summary Court shall have exclusive jurisdiction as the court of first instance over any dispute arising out of or in connection with these Terms.
3. If a separate written agreement expressly states different governing law or jurisdiction, that separate written agreement will prevail to that extent.

Article 36. Language

1. Sola Studio may provide an English version or other reference translation of these Terms or related Service-Specific Conditions where necessary.
2. Unless expressly stated otherwise, the Japanese version shall prevail if there is any inconsistency between the Japanese version and any reference translation.