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, unincorporated 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 clients located outside Japan.
3. These Terms apply, at a minimum, to the following service models:
   1. Consulting-Type Services provided on a fixed-content / fixed-fee basis;
   2. Report-Type Services provided on a fixed-fee, asynchronous basis, where reports, structured outputs, or other shared materials are returned based on detailed forms, submission of materials, or other required inputs;
   3. Scoped Services provided within a defined scope, assumptions, exclusions, and related conditions; and
   4. 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, unincorporated 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, fixed fees, and a fixed delivery framework.
4. “Report-Type Services” means services provided for a fixed fee and primarily on an asynchronous basis, based on detailed forms, submission of materials, responses, or other required inputs, and under which we return structured outputs, reports, observations, or other shared materials.
5. “Scoped Services” means services provided within a defined scope, work content, assumptions, exclusions, shared outputs, review period, and other necessary conditions.
6. “Ongoing Support Services” means services provided continuously on the basis of a defined period, role, time allocation, or support frame.
7. “Shared Work Output” means any materials, documents, UX or messaging notes, 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.
8. “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.
9. “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.
10. “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.
11. “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.
12. “Service-Specific Conditions” means project-specific or service-specific conditions set out in any Individual Agreement Documents.
13. “Lapse” means the end of the progress eligibility for a relevant application or service arising where the Client fails, within the period stated in the relevant Service-Specific Conditions, to provide required responses, submit required materials, cooperate in scheduling, or provide other required cooperation.

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 advisory and 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 an obligation to deliver a completed 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, production release, merge, deployment, legal compliance, regulatory compliance, accessibility compliance, formal audit results, certification, conformance documentation, 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 we share are provided for the purpose of structuring, advising, reviewing, considering, or sharing within the objective and scope of the relevant service, and do not constitute final deliverables, final confirmed specifications, detailed design documents, implementation instructions, or legal, technical, or business assurance materials, nor do they mean that we assume responsibility for delivering any such completed deliverable.
7. Where our services involve UX or messaging notes, website structure, wireframes, copy proposals, wording review, localization-related context, translation adjustment, review findings, or similar communication-related support, such services are provided within the agreed scope and for the purpose of supporting user experience, messaging, structure, clarity, information order, decision flow, and related project decisions. Unless expressly agreed otherwise, they do not constitute professional translation services, full localization delivery, legal review, regulatory review, compliance review, advertising approval review, tax advice, or any equivalent regulated or specialist service.
8. Where legal or policy pages, terms of service, privacy policies, cookie policies, refund or cancellation terms, disclaimers, regulated notices, contractual terms, or similar legal or policy wording are relevant to a project, the Client remains responsible for preparing, translating, reviewing, approving, and maintaining such wording. Unless expressly agreed otherwise, Sola Studio does not translate, rewrite, validate, review, or confirm the legal sufficiency, regulatory compliance, translation quality, publication readiness, or enforceability of such wording.

Article 5. Service Models

1. Consulting-Type Services are services provided under a predefined package structure, fixed fees, and a fixed delivery framework.
2. Report-Type Services are services provided on a fixed-fee, asynchronous basis, based on detailed forms, submission of materials, or other required inputs, and under which reports, structured outputs, or other shared materials are provided.
3. Scoped Services are services provided within a defined scope, assumptions, exclusions, shared outputs, review period, and related conditions.
4. Ongoing Support Services are services provided continuously on the basis of a defined period, role, time allocation, or support frame.
5. Contract-formation timing, payment conditions, response deadlines, scheduling deadlines, completion logic, review mechanics, and handling upon interruption or termination may differ depending on the relevant service model.

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. However, for any fixed-fee service requiring advance payment where the relevant Service-Specific Conditions expressly state that the contract is formed upon completion of payment, the contract is formed when the specified payment is completed.
3. For Report-Type Services, paragraph 2 applies unless the relevant Service-Specific Conditions expressly provide otherwise.
4. 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.
5. 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.
6. Any rough estimate, preliminary terms, or initial proposal provided before execution of an NDA are reference information before the formal terms are finalized and may be revised, updated, or changed by the formal terms separately presented later.
7. Even where an inquiry or application has been submitted, Sola Studio may decide not to proceed with contract formation based on project fit, assumptions, feasibility, payment conditions, legal, tax, sanctions, export-control, data-handling, security, information-management, operational, jurisdictional, 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, required information, required access rights, required communication arrangements, required preconditions, responses to designated forms, required scheduling cooperation or other prerequisite actions specified in the relevant Service-Specific Conditions, 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. Where source materials, background explanations, approved summaries, translations, terminology, brand guidance, pricing information, support conditions, legal or policy wording, or other Client-side materials are necessary for the relevant service, the Client is responsible for providing them in a form that is accurate, sufficiently complete, lawful to share, and reasonably understandable for the agreed service. If materials are provided in a language or format that requires additional translation, explanation, preparation, or confirmation, this may affect the scope, schedule, fees, precision, or specificity of the services.
4. 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.
5. 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.
6. The Client is responsible for identifying in advance any jurisdiction-specific legal, regulatory, privacy, data protection, consumer protection, accessibility, procurement, industry-specific, or internal compliance requirements that the Client expects Sola Studio to take into account. Unless expressly agreed otherwise, Sola Studio does not assume responsibility for identifying or satisfying such Client-side or jurisdiction-specific requirements.
7. If the Client’s breach of paragraph 5 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.
8. If the Client fails, within the period stated in the relevant Service-Specific Conditions, to provide required responses, submit materials, provide confirmations, approvals, scheduling cooperation, or other required cooperation, Sola Studio may defer commencement or continuation of the relevant service, suspend progress, treat the relevant application or service as lapsed, or otherwise end the relevant application or service in accordance with the relevant Service-Specific Conditions.

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, Report-Type Services, and other services that do not, as part of their standard flow, normally require a separate NDA, the confidentiality provisions of these Terms 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, additional Shared Work Output, additional investigation, additional meetings, repeated explanations, stakeholder coordination, additional implementation, additional documentation, additional UX or messaging notes, translation or copy work beyond the agreed scope, work arising from third-party tools, platform constraints, repository or deployment constraints, or other burden not included in the original agreement may be treated as additional work.
4. If Sola Studio reasonably determines that previously shared review findings, research results, structured materials, existing materials, external audit results, issue lists, or other information are no longer appropriate to rely on as originally assumed due to subsequent specification changes, screen changes, code changes, operational changes, the passage of time, or similar circumstances, Sola Studio may propose additional review, re-review, scope restructuring, an additional estimate, or other reasonable steps.
5. 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.
6. 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.
7. Unless expressly agreed otherwise, Ongoing Support Services and other services do not include participation in meetings outside the agreed schedule, time allocation, or scope; attendance at social, networking, relationship-building, dining, or similar events; preparation of meeting minutes; meeting facilitation; project coordination, task tracking, or general project management functions; coordination among the Client’s internal or external stakeholders or acting as the Client’s point of contact; mentorship; training; internal persuasion; or other tasks not directly related to the professional services provided by Sola Studio.

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 transactions to which Japanese consumption tax applies, 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 transaction under Japanese consumption tax law. 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 Japan-side billed engagements or other engagements that Sola Studio reasonably handles through domestic bank transfer, bank transfer will be the primary payment method unless expressly stated otherwise. However, depending on the nature of the service, the amount, the delivery format, the existence of a reserved slot, or similar circumstances, Sola Studio may specify Stripe or another online payment method on a service-specific basis.

9. For other international business engagements, payment will primarily be made through Stripe or another online payment method specified by Sola Studio, unless expressly stated otherwise. However, for Ongoing Support Services, higher-value engagements, client-side purchasing or compliance requirements, or other relevant circumstances, Sola Studio may specify Deel, bank transfer, international remittance, or another payment method or platform 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-cancelable 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, Report-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) calendar 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 or other deficiencies, 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 additional Shared Work Output;
   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.
9. Where, by the nature of the relevant service, a meeting, report sharing, or another specific point in time is treated as the point at which the service is brought to a close, the relevant Service-Specific Conditions will govern.

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, lapses, or is materially changed. Depending on the nature of the engagement, stage of preparation, existence of reserved capacity, external costs, asynchronous handling capacity, 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-cancelable 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-cancelable costs; and
   5. reasonable costs of rescheduling, winding down, organizing, or ending the engagement.
4. If the Client fails, within the period stated in the relevant Service-Specific Conditions, to provide required responses, submit materials, provide confirmations, cooperate in scheduling, or provide other required cooperation, and as a result the relevant application or service lapses or ends, prepaid amounts may be non-refundable unless the relevant Service-Specific Conditions expressly state otherwise.
5. Because reserved slots, asynchronous handling capacity, advance preparation, payment processing, application handling, or similar arrangements may involve non-recoverable resource commitments, Sola Studio may provide in the relevant Service-Specific Conditions that post-payment cancellations, same-day cancellations, no-shows, lapses, or similar events are subject to refund restrictions or are non-refundable.
6. Whether prepaid amounts are refundable, the amount refundable, whether any 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.
7. Fees for Ongoing Support Services are not only consideration for tasks actually consumed, but also for reservation of support capacity, response availability, room for prioritization, 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.
8. 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.

Article 22. Handling of Collected Information

1. Sola Studio may handle information collected from Clients for the purposes of inquiry 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.

4. Where the engagement requires Sola Studio to process personal data on behalf of the Client in a manner that requires a data processing agreement, service-provider agreement, or similar data-handling arrangement under applicable law, the parties may enter into a separate agreement before such processing begins. Unless such separate agreement is in place, Sola Studio does not assume that the engagement is structured to receive or process Client customer data, production data, sensitive data, regulated data, or similar data on behalf of the Client.

Article 24. Intellectual Property

1. All rights in Sola Studio’s pre-existing materials, templates, frameworks, generalized methodologies, checklists, worksheets, 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.

5. Unless expressly stated otherwise, any comments, proposals, UX or messaging notes, review findings, wireframes, copy proposals, wording suggestions, localization-related input, or similar Shared Work Output relating to websites, landing pages, marketing materials, user flows, legal or policy page placement, disclosures, claims, pricing explanations, support information, or other client-facing materials do not constitute confirmation that such materials are legally compliant, regulatorily compliant, advertising-approved, tax-compliant, enforceable, complete, accurate, or suitable for publication in any particular jurisdiction or industry.

6. Where accessibility-related services refer to WCAG, EN 301 549, the European Accessibility Act, or other accessibility standards, laws, or guidance, such references are used as practical review or implementation criteria within the agreed scope. Unless expressly stated otherwise, accessibility-related services do not constitute a formal accessibility audit, certification, conformance assessment, VPAT/ACR preparation, public-sector procurement assessment, legal compliance determination, or guarantee that the Client’s product, service, website, or materials comply with any applicable law or standard.

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 Report-Type Services, the fees actually received by Sola Studio for the relevant service giving rise to the claim;
   2. for Consulting-Type Services, the fees actually received by Sola Studio for the relevant service giving rise to the claim;
   3. 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
   4. 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;
   5. is subject to, or is reasonably suspected by Sola Studio of being connected with, sanctions, export-control restrictions, anti-money laundering concerns, restricted transactions, restricted jurisdictions, or other legal or regulatory restrictions; or
   6. uses or attempts to use the services in connection with any activity, data, product, sector, country, person, entity, transaction, or project that Sola Studio reasonably considers legally, regulatorily, operationally, or reputationally unsuitable.
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.
3. The service-specific addenda below apply only to the specific services identified in each addendum.

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Addendum for Development Consultation Readiness Report

This Addendum applies to the “Development Consultation Readiness Report” provided by Sola Studio (the “Report Service"). Matters not specified in this Addendum will be governed by the Business Terms of Service (the “Terms”), and to the extent of any inconsistency between this Addendum and the Terms, this Addendum will prevail solely with respect to the Report Service.

Article 1. Nature of the Report Service

1. The Report Service is a fixed-fee, asynchronous Report-Type Service for corporations, unincorporated organizations, sole proprietors, and other persons using the service for business purposes.
2. The Report Service is intended to help clarify, before consulting, instructing, or otherwise connecting with engineers, development companies, or development teams, what should first be structured, separated, and brought forward.
3. The Report Service does not provide specification structuring itself, requirements definition itself, implementation itself, recruitment support itself, ongoing PM-style accompaniment, or deep technical investigation or investigation reports.
4. Any report, structured output, observations, or other shared materials provided by Sola Studio under the Report Service are materials for helping the Client move to the next stage and do not constitute final confirmed specifications, requirements-definition documents, implementation design documents, hiring plans, or similar completed deliverables.

Article 2. Eligible Users

1. The Report Service is available only for business use.
2. Unless otherwise expressly stated by Sola Studio, the Report Service is a business service offered for the Japan market.
3. The Report Service is not offered as a personal-use, learning-purpose, or hobby-use consumer service.
4. A sole proprietor must enter either its trade name or the proprietor’s own name as the business name when applying.

Article 3. Relationship with the Development Consultation Readiness Check

1. The Report Service is intended, in principle, to be used after the Development Consultation Readiness Check provided by Sola Studio.
2. However, a Client may still apply for the Report Service even if it has not completed the Development Consultation Readiness Check.
3. If the Development Consultation Readiness Check has not been completed, or if the result of the Development Consultation Readiness Check is not carried over, the Client must, at the time of application or when completing the detailed form, separately state the desired report type, current situation, and any other matters requested by Sola Studio.
4. Sola Studio may adjust the way the report is presented, the structuring angle, or the handling of the primary label based on the Client’s stated information and other circumstances known to Sola Studio.

Article 4. Application and Contract Formation

1. The Client must apply for the Report Service through the application form designated by Sola Studio or another method specified by Sola Studio.
2. The Client must complete payment by the method designated by Sola Studio within five (5) days from the date on which the application form is submitted.
3. If payment is not completed within the period stated in the preceding paragraph, the application will be treated as cancelled, no contract will be formed, and Sola Studio will have no obligation to provide the Report Service.
4. A contract for the Report Service is formed, pursuant to Article 7(2) and Article 7(3) of the Terms, when the payment designated by Sola Studio is completed.
5. After payment is completed, Sola Studio may send a detailed form, additional questions, requests for supporting materials, or other guidance necessary for performance of the Report Service.

Article 5. Basic Service Flow

1. The basic flow of the Report Service is: application, payment, completion of the detailed form, submission of supporting materials or additional confirmation where necessary, structuring by Sola Studio, and sharing of the report.
2. At the application stage, only light intake information may be collected, and completion of a detailed form may be requested after payment is completed.
3. Sola Studio may determine, in its discretion, the structuring approach, structure, headings, wording, and points of emphasis based on the Client’s responses, shared materials, and background circumstances.

Article 6. Deadline for Detailed Form Responses

1. The Client must complete the information requested by Sola Studio within ten (10) days from the date on which Sola Studio sends the detailed form.
2. If the Client does not complete the required responses within the period stated in the preceding paragraph, Sola Studio may suspend progress of the Report Service and may defer any additional confirmation. The handling applicable where the required responses are not completed within that period is governed by Article 7.
3. Sola Studio may, where appropriate, contact the Client regarding the response deadline or any missing items, but has no obligation to do so.

Article 7. Lapse

1. If the Client does not complete the required responses by the deadline set out in Article 6(1), or does not respond within a reasonable period to a separately specified request from Sola Studio for additional supporting materials or confirmation, the application will lapse.
2. If the application lapses under the preceding paragraph, Sola Studio will have no further obligation to provide the Report Service.
3. The preceding paragraphs do not apply where the detailed form did not reach the Client due to reasons attributable to Sola Studio, where Sola Studio did not provide a reasonable opportunity to proceed, or where other circumstances exist that cannot reasonably be attributed to the Client.

Article 8. Refunds

1. Amounts paid for the Report Service are, in principle, non-refundable in cases of cancellation for reasons attributable to the Client, lapse under the preceding Article, or any other case stated as non-refundable in the relevant Service-Specific Conditions.
2. Notwithstanding the preceding paragraph, Sola Studio may, in its discretion, provide a full or partial refund, re-accept the application, or provide another exceptional accommodation.
3. Even where Sola Studio provides a refund, payment processing fees, remittance fees, foreign exchange-related costs, or other costs arising from third-party services that have already been incurred and are not returned to Sola Studio are not included in the refundable amount and may be deducted from the refund.
4. Any exceptional accommodation under the preceding paragraphs does not create any obligation to provide the same accommodation in future cases.

Article 9. Timing of Report Sharing

1. After receiving the required responses to the detailed form, Sola Studio will, in principle, share the report within approximately five (5) business days.
2. However, the timing may be extended where there are deficiencies in the responses, multiple unclear points, a need to confirm additional materials, a large volume or high complexity of shared materials, holidays, or other reasonable circumstances.
3. In such cases, Sola Studio may, where appropriate, inform the Client of the expected timing.

Article 10. Method of Sharing

1. The report will be shared by email, a shared document, file sharing, or another method reasonably determined by Sola Studio.
2. When sharing the report, Sola Studio may, where appropriate, include supplemental explanations, notes, or guidance regarding follow-up services.

Article 11. Review Period

1. The Client must notify Sola Studio within five (5) days from the date the report is shared whether there is a need for clarification or Minor Revisions.
2. If no specific communication is received within the period stated in the preceding paragraph, the Client will be deemed to have reviewed the shared content, and Sola Studio may treat the originally planned scope of the Report Service as complete.
3. The Review Period under this Article does not mean a period during which additional consultation, additional structuring, additional investigation, or a new work request based on the report will be accepted.

Article 12. Scope of Responses Within the Review Period

1. Only within the Review Period, Sola Studio may accept the following:
   1. clarification questions to the extent necessary for understanding the content of the report; and
   2. Minor Revisions relating to typographical errors, obvious mistakes, or other formatting-level corrections.
2. Minor Revisions under paragraph 1(2) are, in principle, limited to one round.
3. The following are not included within the response scope under this Article:
   1. addition of new issues;
   2. re-structuring based on new materials;
   3. full reorganization of the report;
   4. rewriting based on changes in policy, assumptions, or additional circumstances;
   5. responses that amount in substance to preparation of a new report; and
   6. meetings, synchronous discussion, or in-depth discussion-based structuring.
4. If additional handling falling within any of the preceding items is needed, Sola Studio may suggest a follow-up service, additional consulting, or another separate service.

Article 13. Matters Not Covered by Sola Studio

1. The Report Service does not include the following:
   1. preparation of specifications itself;
   2. preparation of requirements-definition documents itself;
   3. implementation design itself;
   4. implementation itself;
   5. recruitment agency services or vendor selection agency services;
   6. ongoing PM-style accompaniment;
   7. deep technical investigation or investigation reports; and
   8. in-depth discussion-based structuring involving separate one-on-one meetings.
2. The Client acknowledges in advance that the Report Service is not a substitute for any of the items listed in the preceding paragraph.

Article 14. Relationship with Follow-Up Services

1. After sharing the report, Sola Studio may, where appropriate, suggest a follow-up structuring session or another service.
2. Any such suggestion is optional and does not create an automatic right for the Client to use a follow-up service.

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Addendum for Development Consultation Readiness Session

This Addendum applies to the “Development Consultation Readiness Session” provided by Sola Studio (the “Session Service"). Matters not specified in this Addendum will be governed by the Business Terms of Service (the “Terms”), and to the extent of any inconsistency between this Addendum and the Terms, this Addendum will prevail solely with respect to the Session Service.

Article 1. Nature of the Session Service

1. The Session Service is a fixed-fee, one-time, 90-minute online structuring session for corporations, unincorporated organizations, sole proprietors, and other persons using the service for business purposes.
2. The Session Service is intended, based on the Development Consultation Readiness Report, to help clarify issues, prioritize them, separate must-have requirements / preferred conditions / points for discussion, clarify what should next be brought to whom, and define the next step through dialogue.
3. The core of the Session Service is synchronous structuring support through the live session itself, and it does not provide preparation of a long report, ongoing accompaniment, or heavy technical investigation.

Article 2. Eligible Users

1. The Session Service is available only for business use.
2. Unless otherwise expressly stated by Sola Studio, the Session Service is a business service offered for the Japan market.
3. The Session Service is not offered as a personal-use, learning-purpose, or hobby-use consumer service.
4. A sole proprietor must enter either its trade name or the proprietor’s own name as the business name when applying.
5. In principle, the Session Service is intended for Clients who have received the Development Consultation Readiness Report from Sola Studio.
6. Sola Studio may refuse an application that does not satisfy the condition in the preceding paragraph, depending on the circumstances of the individual case.

Article 3. Application and Contract Formation

1. The Client must apply for the Session Service through the application form designated by Sola Studio or another method specified by Sola Studio.
2. The Client must complete payment by the method designated by Sola Studio within five (5) days from the date on which the application form is submitted.
3. If payment is not completed within the period stated in the preceding paragraph, the application will be treated as cancelled, no contract will be formed, and Sola Studio will have no obligation to provide the Session Service.
4. A contract for the Session Service is formed, pursuant to Article 7(2) of the Terms, when the payment designated by Sola Studio is completed.
5. The Session Service is an advance-payment service under which scheduling takes place after payment is completed.

Article 4. Scheduling

1. After payment is completed, Sola Studio will coordinate the session date and time with the Client.
2. The Session Service is intended to be conducted within three (3) weeks from the date on which payment is completed.
3. The Client must promptly provide proposed times, responses, confirmations, and other cooperation reasonably requested by Sola Studio for scheduling.
4. Sola Studio will provide the confirmed date and time, online participation method, and other necessary information through Google Calendar, email, or another reasonable method.

Article 5. If the Session Cannot Be Conducted Within Three Weeks

1. If the Client does not provide the necessary cooperation for scheduling, or if, for reasons attributable to the Client, the Session Service cannot be conducted within three (3) weeks from the date payment is completed, the application will automatically lapse.
2. In such a case, prepaid amounts are, in principle, non-refundable.
3. The preceding paragraphs do not apply where Sola Studio failed, for reasons attributable to it, to provide a reasonable opportunity to conduct the session, where Sola Studio did not provide scheduling guidance within a reasonable period, or where other circumstances exist that cannot reasonably be attributed to the Client.
4. Notwithstanding the preceding paragraphs, Sola Studio may, in its discretion, provide a full or partial refund, rescheduling, or another exceptional accommodation.
5. Any exceptional accommodation under the preceding paragraph does not create any obligation to provide the same accommodation in future cases.

Article 6. Rescheduling

1. A rescheduling request may be made once without charge if it is made at least twenty-four (24) hours before the scheduled start time.
2. For a second or later rescheduling request, or a change request made less than twenty-four (24) hours before the scheduled start time, Sola Studio may, if it agrees to the change, charge a rescheduling fee of JPY 3,300 (tax included).
3. Sola Studio does not guarantee that the Client’s preferred replacement time will be available.
4. Even where a rescheduling request is accepted, the principle stated in Article 4(2) that the Session Service is to be conducted within three (3) weeks remains in effect unless Sola Studio expressly agrees otherwise.

Article 7. Late Arrival and Non-Attendance

1. If the Client joins late, Sola Studio will not, in principle, extend the scheduled end time.
2. Only where the Client has contacted Sola Studio in advance and Sola Studio determines that it can reasonably accommodate the request may Sola Studio allow participation within twenty (20) minutes after the scheduled start time.
3. If the Client does not attend for fifteen (15) minutes or more after the scheduled start time without prior notice, Sola Studio may treat this as a no-show cancellation.

Article 8. Cancellation and Refunds

1. Same-day cancellations and no-show cancellations are non-refundable.
2. Client-side cancellations made after payment has been completed are, in principle, non-refundable.
3. Notwithstanding the preceding paragraphs, Sola Studio may, in its discretion, provide a full or partial refund, rescheduling, or another exceptional accommodation.
4. Even where Sola Studio provides a refund, payment processing fees, remittance fees, foreign exchange-related costs, or other costs arising from third-party services that have already been incurred and are not returned to Sola Studio are not included in the refundable amount and may be deducted from the refund.
5. Any exceptional accommodation under the preceding paragraphs does not create any obligation to provide the same accommodation in future cases.

Article 9. End of the Session Service

1. The Session Service will end upon completion of the scheduled session.
2. Additional questions, additional confirmations, revisions, or ongoing follow-up after the session are not included in the original scope of the Session Service.
3. If additional structuring, additional confirmation, or follow-up handling is needed, Sola Studio may suggest additional consulting or another separate service.

Article 10. Matters Not Covered by the Session Service

1. The Session Service does not include the following:
   1. preparation of specifications itself;
   2. preparation of requirements-definition documents itself;
   3. implementation design itself;
   4. recruitment agency services;
   5. vendor selection agency services;
   6. ongoing PM-style accompaniment;
   7. heavy technical investigation;
   8. handling of additional questions after the session;
   9. handling of additional confirmations after the session;
   10. handling of revisions after the session; and
   11. ongoing follow-up.
2. The Client acknowledges in advance that the Session Service is not a substitute for any of the items listed in the preceding paragraph.

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Addendum for Japan Bridge Friction Series

This Addendum applies to the Japan Bridge Friction Series provided by Sola Studio. Matters not specified in this Addendum will be governed by the Business Terms of Service (the “Terms”), and to the extent of any inconsistency between this Addendum and the Terms, this Addendum will prevail solely with respect to the Japan Bridge Friction Series.

Article 1. Scope of Application

1. This Addendum applies to the following services provided by Sola Studio as part of the Japan Bridge Friction Series:

   1. Conversion Leak Estimator
   2. Friction Review Report
   3. Flow Improvement Report

2. Unless otherwise expressly stated by Sola Studio, the Japan Bridge Friction Series is a business service offered for the international market.

3. Notwithstanding the preceding paragraph, each service subject to this Addendum is provided in relation to Japan-facing pages, flows, forms, or similar user paths intended for the Japan market.

4. Frontend Implementation Support and any other Scoped Services are governed, in addition to this Addendum, by any separate individual contract, SOW / Order Form, service-specific conditions, or other terms separately presented by or agreed with Sola Studio.

5. Any service page, application screen, payment instruction, required information form notice, service-specific conditions, or any other conditions separately presented by Sola Studio in relation to the services described above shall supplement these Terms and this Addendum.

Article 2. Conversion Leak Estimator

1. The Conversion Leak Estimator is a free tool intended to provide a simple indication of potential opportunity leakage caused by friction on Japan-facing pages, flows, or forms, based on user inputs and assumptions.
2. Any figures, ranges, estimates, amount indications, or similar outputs displayed by the Conversion Leak Estimator are directional estimates for reference only and do not represent or guarantee actual loss amounts, recoverable amounts, revenue increases, improvement effects, or any other confirmed result.
3. Use of the Conversion Leak Estimator alone does not create any contract for the Friction Review Report, the Flow Improvement Report, or any other paid service.
4. If a client wishes to use a paid service after using the Conversion Leak Estimator, the client must complete such separate application, payment, submission of required information, and other procedures as Sola Studio may specify.

Article 3. Friction Review Report

1. The Friction Review Report is a fixed-fee, prepaid Report-Type Service.
2. The Client must apply through the application form designated by Sola Studio or another method specified by Sola Studio, and a contract for the relevant service is formed when the payment designated by Sola Studio is completed.
3. The payment deadline shall be within five (5) days from the date on which the application form is submitted. If payment is not completed within that period, the application will be treated as cancelled, no contract will be formed, and Sola Studio will have no obligation to provide the service.
4. After payment is completed, Sola Studio may send a required information form, additional questions, requests for supporting materials, or other guidance necessary for performance of the service.
5. The Client must complete the required responses within ten (10) days from the date on which Sola Studio sends the required information form or other guidance described in the preceding paragraph. If the required responses are not completed within that period, the application will lapse, and prepaid amounts will, in principle, be non-refundable. However, Sola Studio may, in its discretion, provide a full or partial refund.
6. After receiving the required information, Sola Studio will, in principle, share the report in accordance with the timing separately notified by Sola Studio or indicated on the relevant service page.
7. The Review Period after sharing the report shall be five (5) days. During that period, the matters accepted by Sola Studio are limited to typographical errors, factual errors, and clarification questions regarding the content. Any response during the Review Period is, in principle, limited to one round.
8. Re-review of the content, review of additional pages, addition of target flows, change of improvement direction, preparation of specific change requests, drafting of wording proposals, and any other handling that Sola Studio reasonably determines to exceed the original standard scope are not included and, where necessary, shall be treated as separate support or subject to additional fees.
9. As a standard practice, this service does not use a separate individual contract or SOW / Order Form, and is instead provided based on these Terms, this Addendum, the service page, application screen, payment instruction, required information form notice, and any other conditions separately presented by Sola Studio.

Article 4. Flow Improvement Report

1. The Flow Improvement Report is a fixed-fee, prepaid Report-Type Service.
2. As a standard flow, this service presupposes the Friction Review Report and is a follow-up service to it. Unless otherwise expressly stated by Sola Studio, it is not automatically available without first going through the Friction Review Report.
3. The Client must apply through the application form designated by Sola Studio or another method specified by Sola Studio, and a contract for the relevant service is formed when the payment designated by Sola Studio is completed.
4. The payment deadline shall be within five (5) days from the date on which the application form is submitted. If payment is not completed within that period, the application will be treated as cancelled, no contract will be formed, and Sola Studio will have no obligation to provide the service.
5. After payment is completed, Sola Studio may send a required information form, additional questions, requests for supporting materials, or other guidance necessary for performance of the service.
6. The Client must complete the required responses within ten (10) days from the date on which Sola Studio sends the required information form or other guidance described in the preceding paragraph. If the required responses are not completed within that period, the application will lapse, and prepaid amounts will, in principle, be non-refundable. However, Sola Studio may, in its discretion, provide a full or partial refund.
7. After receiving the required information, Sola Studio will, in principle, share the Decision Summary, Improvement Specification, and any other shared outputs designated by Sola Studio in accordance with the timing separately notified by Sola Studio or indicated on the relevant service page.
8. The Review Period after sharing the shared outputs shall be five (5) days. During that period, the matters accepted by Sola Studio are limited to typographical errors, factual errors, and clarification questions regarding the content. Any response during the Review Period is, in principle, limited to one round.
9. Full redrafting of change requests, addition of new pages, addition of target flows, creation of additional wording proposals, creation of alternative patterns, internal ticketing support, coordination with implementers, and any other handling that Sola Studio reasonably determines to exceed the original standard scope are not included and, where necessary, shall be treated as separate support or subject to additional fees.
10. As a standard practice, this service does not use a separate individual contract or SOW / Order Form, and is instead provided based on these Terms, this Addendum, the service page, application screen, payment instruction, required information form notice, and any other conditions separately presented by Sola Studio.

Article 5. Common Matters for Report-Type Services

1. As a standard practice, the Friction Review Report and the Flow Improvement Report do not presuppose a separate non-disclosure agreement (NDA).
2. Notwithstanding the preceding paragraph, where it becomes necessary to review or handle non-public pages, internal analytics data, CRM data, internal business figures, confidential materials, restricted-access environments, source code, admin screens, or other highly confidential information, Sola Studio may require a separate non-disclosure agreement (NDA), additional conditions, or treatment as out-of-standard-scope support.
3. As a general rule, the report-type services described above are conducted based on publicly accessible URLs and other publicly available information.
4. Notwithstanding the preceding paragraph, where, at the Client’s request, a temporary test account or other limited-access means is provided, and Sola Studio reasonably determines that such access is limited to the scope necessary to confirm the reviewed screen and does not include highly confidential information, Sola Studio may proceed without a separate non-disclosure agreement (NDA).
5. Shared outputs provided in the report-type services are intended to support decision-making and, unless expressly stated otherwise, do not constitute any guarantee of implementation completion, performance improvement, production release, deployment, acceptance, legal sufficiency, translation quality assurance, or any similar assurance.

Article 6. Nature of Numerical Estimates and Opportunity Loss Indications

1. Any numerical estimates, ranges, amount indications, potential opportunity loss figures, or similar information displayed or shared in the Japan Bridge Friction Series are reference estimates based on figures input or provided by the Client, assumptions adopted by Sola Studio, observations, and other premises.
2. Such information does not guarantee actual loss amounts, recoverable amounts, revenue increases, CVR improvements, increases in inquiry volume, demo requests, form completion rates, lead-to-opportunity rates, close rates, or any other specific outcome or result.
3. The Client shall use any such numerical estimate or opportunity loss indication at its own responsibility as material for business judgment, internal explanation, investment judgment, implementation judgment, or other consideration, and Sola Studio shall not be responsible for any judgment made by the Client or any third party based solely on such indication.

Article 7. Out-of-Scope and Additional Support

1. The following items are not included in the standard scope of each service and, where necessary, shall be treated as separate support or subject to additional fees:

   1. addition of target pages, target screens, or target flows;
   2. creation of additional language versions;
   3. creation of additional wording proposals, alternative proposals, or multiple patterns;
   4. detailed improvement proposals, specific change requests, or ticketing support;
   5. additional Figma comments, explanatory materials for head-office teams, participation in internal meetings, or additional meetings;
   6. implementation work, implementation support, QA, production release, deployment, measurement of effects, or any other follow-on support; and
   7. any other matter that Sola Studio reasonably determines to exceed the original standard scope.

2. Frontend Implementation Support and any other Scoped Services do not automatically form part of the report-type services under this Addendum, and shall instead be provided subject to separate quotations, individual contracts, SOW / Order Forms, service-specific conditions, or other separately presented terms.