The 2 platforms are considerably different in the way to approach them.
SharePoint Online (Office365):
- It lives on the cloud
- You don't have access to any physical assets/files
- You can only work with files living in the database (i.e. libraries) or that are hosted in the cloud as well
SharePoint On Premises:
- Lives on a physical server
- You can host physical files on the Layouts folder (JS, CSS, Images, Application Pages, etc.)
- Master Pages and Page Layouts can be Ghosted (this means they'll be read from the physical file while not-customized from the Web UI or SharePoint Designer)
My recommendation would be to do the work with an on-premises installation that matches the client's environment as close as possible, to avoid deployment conflicts after the theme is done.
In-depth (and first hand from Microsoft) information about the different versions of SharePoint: http://technet.microsoft.com/en-us/library/jj819267.aspx