Introduction.

This document outlines the operational terms and procedures under which STUDIO NAYÉH functions.

It is crafted to ensure transparency and establish clear expectations for all professional interactions with our clients.

Please be advised that STUDIO NAYÉH will not proceed with any client without the signing of this document.

Furthermore, STUDIO NAYÉH reserves the right to select the clients with whom we wish to collaborate.

At STUDIO NAYÉH, we form alliances with our clients, working together as equal partners. This approach ensures alignment of our mutual goals and values, fostering a respectful and productive relationship.

This document serves as a primary filter to ensure the client's suitability for our company and alignment with our business ethos.

Prior to signing, there will be an initial consultation call with prospective clients to further assess suitability, which is free of charge.

Business Hours and Communication.

Operating Hours.

1. Operating Hours.

STUDIO NAYÉH operates strictly from Monday to Friday, 9:00 AM to 5:00 PM (US Eastern Time — Miami/Cancún reference).

+ We are closed on Saturdays, Sundays, and all recognised public holidays.

+ No business transactions or official communications will be conducted outside these hours.

+ Messages received outside business hours will be addressed on the next working day. We aim to respond to all client communications within 48 hours.

However, due to our selective, application-based model and limited client roster, responses may occasionally take longer during peak periods.

2. Designated Communication Channels.

+ Official Email: All client communications must be conducted through our official email during business hours. This ensures a professional, organised, and documented exchange.

+ WhatsApp Business: Reserved exclusively for urgent matters and supplier communications. It is not intended for regular client correspondence.

Please note: Communications received outside operating hours will be addressed on the next business day.

3. International Client Advisory.

+ Response Timing: All responses will be issued during our published business hours, regardless of the sender’s time zone.

+ Planning Enquiries: We kindly ask international clients to plan their enquiries and requests with consideration for time zone differences, as this ensures smoother communication and project flow.

Consultation and Call Policy.

1. Initial Consultation. All client journeys begin with an application. Once approved, you will be invited to book a 60- minute consultation session, charged at a fixed rate. This session is designed to explore your vision, challenges, and objectives, while providing you with a personalised action plan. It also allows us to confirm mutual suitability before proceeding further.

Please note: not all applications are accepted. Participation in the consultation is mandatory before access to any additional services.

2. Additional Consultations. Following your initial consultation, you may book further sessions as required.

Each consultation is a paid, dedicated strategy call focused on specific areas of your brand — such as collection planning, creative direction, launch strategy, or production guidance.

These sessions are flexible and allow you to receive expert support at key points, without the need to commit to a full package until you are ready.

3. Communication Post-Consultation. All subsequent communications and project details will be conducted via email only, ensuring that every interaction is documented, traceable, and managed professionally.

4. Clarity Consultation. For clients who do not yet have a clearly defined concept, collection plan, or technical documentation, an additional Clarity Consultation is required before any development can begin. This session ensures we refine your vision, define project requirements, and establish the creative direction needed to proceed effectively.

Please note: this consultation is separate from any package or development fees, and the cost will vary depending on the scope of the project.

Detail Submission.

Clients must provide all available details (including any relevant files or references) in order to initiate or guide the start of the process. Where design process support is required, these materials will be reviewed before the next step is confirmed.

Quotation Validity.

Quotations are valid for three (3) business days. Prices may be subject to change after this period due to fluctuations in material availability and supplier pricing.

Project Initiation and Confirmation.

Project timelines will only commence once confirmation of the initial payment has been received via email.

Project Changes.

Any changes requested after the initial payment may result in adjustments to the quotation if they were not identified or discussed during the initial meeting.

Quotation Validity and Payment Terms.

1. Quotation Validity. All quotations issued by STUDIO NAYÉH are valid for three (3) business days. If not accepted within this timeframe via a signed agreement and initial payment, the quotation may be revised or withdrawn without notice.

2. Payment Initiation and Confirmation. Payment must be fully cleared into STUDIO NAYÉH’s designated bank account within three (3) business days of quotation acceptance.

+ A project will not commence until payment has been received in full (or in accordance with the agreed instalment plan).

+ Clients are required to send a copy of the transfer receipt immediately after payment to facilitate tracking.

Order Confirmation and Modification Policy.

+ Once an order is confirmed, all specifications — including quantity, pricing, and delivery timelines — are final and binding.

+ Modifications to the order, whether in scope or quantity, are not permitted after confirmation, as they disrupt production scheduling and alter cost-per-unit calculations.

+ In the event that clients are unable to provide the remaining balance upon completion, our no-refund policy applies to all initial payments made.

+ Production will only proceed once confirmation has been received that sufficient funds are available for the remaining balance, as set out in the agreed order terms.

Refunds and Complaints Policy.

1. Refunds: No refunds are offered UNDER ANY CIRCUMSTANCES once a project has started, as significant resources are dedicated immediately to each project.

2. Complaints Handling: Formal complaints must be made exclusively via email. We do not accept complaints through informal channels such as phone calls or WhatsApp. Once an issue has been addressed, it will not be revisited.

Development Requirements.

For any project requiring product or collection development, clients must provide accurate and complete documentation (such as technical specifications, measurements, and material details). If such documentation is not available, clients are required to engage STUDIO NAYÉH for a dedicated Clarity Consultation or development support session to create the necessary materials.

Please note: Incomplete, inaccurate, or unsuitable documentation will delay progress. Additional consulting sessions or new documentation may be required at the client’s expense before any further work can proceed.

Project Changes.

1. Pre-Project Changes. Any changes to project specifications must be submitted in writing before the project begins. Adjustments at this stage are possible, subject to STUDIO NAYÉH’s approval.

2. Post-Project Start Changes. Once a project has commenced, changes cannot be guaranteed. All requests must be submitted in writing, and their feasibility will be assessed on a case-by-case basis. Additional fees and extended timelines may apply.

Delivery and Shipping Policy (For Projects Involving Production Support).

1. Shipping Arrangements. Clients may request delivery arranged through STUDIO NAYÉH, which carries a 20% administrative surcharge. Alternatively, clients may manage their own shipping, provided written approval is obtained in advance.

2. Shipping Responsibility. Responsibility for goods transfers to the client once they leave our designated facility and a tracking code has been issued. STUDIO NAYÉH is not liable for shipping delays, damages, or losses incurred during transit.

Production Support (Optional).

At STUDIO NAYÉH, our core expertise lies in consulting, strategy, and creative direction. While we are not a production house, we do offer select production support for approved clients who require guidance beyond the consulting phase.

+ Role of STUDIO NAYÉH: We act as consultants and overseers, helping you connect with trusted manufacturers, reviewing samples, and monitoring timelines to ensure standards are met.

+ Client Responsibility: All payments for production, materials, and suppliers are made directly between the client and the manufacturer. This ensures transparency and avoids unnecessary financial handling.

+ Separate Agreement: Should STUDIO NAYÉH be requested to manage production funds on a client’s behalf, a separate written agreement will be issued, including specific payment terms and conditions.

+ Limitations: Our involvement in production is strictly advisory and supervisory. We cannot assume liability for manufacturing errors, delays, or issues outside our control.

Please note: Production support is not automatically included in any consulting package and is offered only on a case-by-case basis.

Sampling (Optional, Within Production Support).

Where STUDIO NAYÉH is engaged to oversee sampling:

+ Clients must provide full specifications before sampling begins.

+ Feedback must be submitted within three (3) business days of receipt; otherwise, samples will be deemed approved.

+ Our role is to ensure samples align with the agreed specifications. Dissatisfaction due to changes of mind, subjective preferences, or unrealistic expectations is not covered.

+ Any changes requested after a sample is produced will be treated as a new sample, with additional costs and extended timelines.

Please note: Sampling oversight is advisory. Responsibility for execution lies with the manufacturer, and any issues outside our control remain the client’s responsibility.

Sampling Responsibilities (Within Production Support).

+ Client Review: Clients are responsible for reviewing all technical documentation (such as tech packs and digital patterns) and confirming their accuracy before sampling begins. Any dissatisfaction resulting from incomplete or inaccurate client-provided instructions will not qualify for free revisions.

+ Revisions: Minor adjustments may be possible during the sample review phase. However, any significant changes that depart from the agreed specifications will be treated as a new sample, with additional costs and timelines applied.

+ Communication: All requests for changes must be submitted in writing to ensure clarity, traceability, and agreement on implications for cost and delivery schedules.

Please note: STUDIO NAYÉH provides advisory oversight in the sampling process. Responsibility for execution rests with the manufacturer and the accuracy of client-approved documentation.

Final Sample Approval (Within Production Support).

+ Once technical documentation (such as tech packs and digital patterns) is approved by the client, any further changes will require new sampling, with additional costs and extended timelines applied.

+ Sample packages (which may include documentation, patterns, and materials) are chargeable. Changes are only permitted up to the point of approval. After approval, new work constitutes a new project and will be costed accordingly.

+ Dissatisfaction with an approved design, choice of fabric, or overall outcome does not qualify for free revisions or refunds. As STUDIO NAYÉH provides oversight and advisory services, refunds are not issued for completed sampling work.

Please note: Responsibility for execution lies with the manufacturer. STUDIO NAYÉH ensures alignment with agreed specifications but cannot guarantee outcomes once final approvals have been given by the client.

Sampling & Fittings (Within Production Support).

+ Fitting Adjustments: Minor fit adjustments may be possible if a client attends a fitting session. Beyond this, once technical documentation and samples are approved, the design is considered final. Any further requests will be treated as a new project, incurring additional costs and extended timelines.

+ Pattern Standards: Only professionally created patterns are accepted for production oversight. Hand-drawn, amateur, or downloaded patterns are not suitable due to inaccuracies. Where required, STUDIO NAYÉH will oversee the creation of professional patterns to ensure precision.

+ Design Accuracy: Clients may provide instructions and references, but STUDIO NAYÉH must oversee the translation of ideas into technical documentation to prevent errors and ensure professional execution.

+ Process Duration: The sampling process is detailed and may require more than one iteration to achieve the desired result. Timelines may vary, and perfection cannot be guaranteed on the first attempt. Clients are expected to allow for this as part of the development journey.

Please note: STUDIO NAYÉH provides advisory and oversight services in sampling and fittings. Responsibility for execution lies with the manufacturer, and timelines are subject to revision based on project complexity.

Client Conduct.

STUDIO NAYÉH maintains a professional, respectful, and collaborative working environment. Any form of abuse or inappropriate behaviour from clients will not be tolerated.

This includes, but is not limited to:

+ Verbal or written abuse.

+ Harassment or intimidation.

+ Threats or hostile communication.

+ Excessive or unreasonable demands. Such behaviour will result in the immediate termination of the agreement with the client.

In severe cases, STUDIO NAYÉH reserves the right to cease all services and communications and may pursue compensation for damages caused to our team or business operations.

We expect our clients to approach every interaction with professionalism and respect, as we do the same.

Production Options (Within Production Support).

For clients approved for production support, STUDIO NAYÉH will advise on and oversee one of two production approaches:

1. Client-Supplied Production. The client provides all required materials and components directly to the manufacturer. STUDIO NAYÉH’s role is limited to overseeing construction, quality checks, and alignment with agreed specifications. Responsibility for supplying complete and accurate materials lies fully with the client.

2. Full-Service Production. The manufacturer provides all necessary materials, fabrics, and components. This approach is generally more costly but ensures that the production process is fully managed from sourcing to completion.

STUDIO NAYÉH provides oversight to confirm that outputs meet the agreed standards.

Please note: STUDIO NAYÉH does not operate as a factory. Our role in production is advisory and supervisory only, and all manufacturing responsibility rests with the production partner and the client.

Production Support (Selective Service).

STUDIO NAYÉH’s primary focus is consulting and strategic brand development. Production management may be offered on a case-by-case basis, where the scope, budget, and timeline align with our standards.

When STUDIO NAYÉH agrees to manage production, the following rules apply:

1. Payment Terms. All production payments must be made to STUDIO NAYÉH in advance. Depending on project value, this may mean full payment upfront or staged payments (70% upfront, 30% before delivery).

2. Small Orders. For smaller-scale production, a surcharge of up to 50% may be applied to reflect higher per-unit costs. This will be confirmed before production begins.

3. Rush Orders. If a rush order is accepted, a 50% surcharge per piece will apply to prioritise the project without compromising quality.

4. Refund Policy. Payments for production are non-refundable once work has begun, as materials, labour, and resources are immediately committed.

Production support is not automatically included in our services. It is provided selectively, and only when the project represents a viable and mutually beneficial opportunity.

Quality Assurance & Control (For Production Support).

+ Oversight: Where STUDIO NAYÉH provides production support, we conduct oversight and quality checks at agreed stages to ensure items align with approved specifications. These checks are advisory and supervisory in nature, and final responsibility for execution rests with the manufacturer.

+ Client’s Responsibility: Clients must conduct their own quality check upon receiving any finished goods. Any issues must be reported in writing within three (3) business days of receipt. Beyond this period, the goods are deemed accepted, and no further claims will be considered.

Intellectual Property.

+ Design Ownership: All designs, patterns, and technical documentation created by STUDIO NAYÉH for the client become the client’s intellectual property once full payment has been received.

+ Studio Portfolio Rights: Unless otherwise agreed in writing, STUDIO NAYÉH retains the right to showcase selected work (e.g. designs, photography, or case studies) in our professional portfolio, marketing, or promotional channels.

+ Usage Rights: Clients are granted full commercial usage rights for designs created under their project scope. Any usage outside the agreed scope (e.g. sublicensing, replication beyond intended use) must be separately negotiated in advance.

Confidentiality Agreement.

+ Confidentiality Assurance: STUDIO NAYÉH guarantees that all client concepts, designs, and proprietary information will be treated with the highest level of confidentiality. No information will be shared with third parties without the client’s explicit written consent.

+ Client Confidentiality: Clients are also expected to maintain confidentiality regarding STUDIO NAYÉH’s processes, intellectual property, and any proprietary resources shared during collaboration.

+ File Security: To protect the integrity of technical documentation, all tech packs and patterns developed by STUDIO NAYÉH are delivered in PDF format only. Editable source files are not provided, as these contain copyrighted and proprietary information critical to our design and manufacturing process.

+ NDA Option: Clients who require an additional layer of security may request a Non-Disclosure Agreement (NDA). This contract ensures that both STUDIO NAYÉH and the client are legally bound not to disclose any confidential information, designs, or business details without prior consent. NDA terms, including duration and scope, will be customised to the project’s needs.

Non-Disclosure Agreement (NDA) – Optional Service.

Clients who wish to formalise confidentiality may request a Non-Disclosure Agreement (NDA). This agreement provides additional legal protection for sensitive information shared during our collaboration.

Benefits of an NDA.

+ Protection of Intellectual Property: Safeguards your designs, concepts, and business information from being disclosed or misused.

+ Clear Legal Boundaries: Establishes explicit terms and consequences in the event of unauthorised disclosure.

+ Peace of Mind: Allows both parties to collaborate openly, knowing sensitive information is legally protected. NDA Details.

+ Cost: The NDA service is available for an additional fee of $80 USD, covering the legal costs of drafting and reviewing the contract.

+ Duration: The NDA can be tailored to last from 1 to 10 years, depending on client preference.

+ Scope: The agreement covers all proprietary information, including but not limited to designs, patterns, tech packs, production processes, and any business details disclosed during the project.

By default, all client information is treated as confidential. The NDA option is offered for clients who require a formal legal framework in addition to our standard confidentiality practices.

Information Required for NDA Drafting.

To prepare the NDA, the following details must be provided:

+ Full legal names of both parties (the client and STUDIO NAYÉH).

+ Business details of both parties (addresses, contact information, etc.).

+ Specific details of the information to be protected (e.g. designs, patterns, processes).

+ Agreed duration of the NDA (between 1 and 10 years).

NDA Process.

1. Drafting – Once the client opts for an NDA, STUDIO NAYÉH will prepare the agreement using the information provided.

2. Review – Both parties will have the opportunity to review the draft and propose amendments if necessary.

3. Signing – After mutual agreement, the NDA will be signed by both parties and become legally binding.

4. Implementation – From the moment of signing, all information covered by the agreement will be legally protected under its terms.

Enforcement of NDA.

Breach of Agreement: If either party breaches the NDA, the other party has the right to pursue legal recourse.

This may include seeking damages or applying for an injunction to prevent further unauthorised disclosure.

Legal Support: STUDIO NAYÉH may provide recommendations for external legal support if required.

However, all legal costs arising from enforcement are the responsibility of the party initiating the action.

Right to Terminate Services.

STUDIO NAYÉH reserves the right to refuse service or terminate any ongoing project under the following circumstances:

Disruption of Operations.

If a client’s actions significantly disrupt our business operations, including but not limited to:

+ Repeatedly missing scheduled meetings or deadlines.

+ Making unreasonable or excessive demands outside the agreed scope.

+ Engaging in disrespectful, abusive, or hostile behaviour towards our team.

+ Excessive communication outside of agreed channels or business hours. In such cases, STUDIO NAYÉH may immediately suspend or terminate the project without liability.

These measures are in place to protect our team, ensure fairness across all client engagements, and maintain the integrity of our services.

Right to Terminate Services.

STUDIO NAYÉH reserves the right to refuse service or terminate any ongoing project if a client’s behaviour or actions compromise the integrity of our work, disrupt operations, or breach agreed terms.

Grounds for Termination.

1. Disruption of Operations. This includes, but is not limited to:

+ Repeatedly missing scheduled meetings or deadlines: Consistently failing to meet agreed times disrupts project progress.

+ Unreasonable demands: Requesting services outside the agreed scope, insisting on last-minute changes without discussion, or expecting deliverables not included in the original agreement.

+ Disrespectful or abusive behaviour: Any conduct that is hostile, abusive, or disrespectful towards our team will not be tolerated.

+ Excessive messaging: Repeatedly contacting us outside of business hours or demanding immediate responses as if we have no other clients.

2. Breach of Agreed Terms. This includes, but is not limited to:

+ Payment failures: Failure to make payments according to the agreed schedule.

+ Ignoring professional advice: Persistently disregarding our guidance, resulting in repeated mistakes or delays.

+ Unauthorised changes: Altering the project scope or deliverables without prior discussion and written agreement.

In the event of termination under these grounds, STUDIO NAYÉH is not liable for refunds of any payments already received, and reserves the right to recover damages for time and resources invested.

Protecting Our Team and Business.

This policy exists to ensure STUDIO NAYÉH can maintain a professional, respectful, and efficient working environment while delivering the highest level of service to our clients.

While we strive to collaborate openly and respectfully with every client, it is essential that we safeguard our business and staff from disruptive or unreasonable behaviour.

These guidelines are in place to ensure clarity, fairness, and accountability across all engagements.

By adhering to these policies, clients enable us to uphold the integrity, quality, and professionalism that define STUDIO NAYÉH.

Acceptance of Terms.

By engaging STUDIO NAYÉH for any consultation, sampling, or production services, clients are deemed to have read, understood, and accepted these terms of service.

This agreement applies to all interactions with STUDIO NAYÉH, whether or not a formal signature has been obtained.

Continuing to use our services constitutes a binding agreement between the client and STUDIO NAYÉH.

Our terms are always available on our website, and clients are encouraged to review them periodically to remain informed of any updates or changes.