When you engage with this platform, you tacitly agree to abide by the stipulated terms and conditions. Should you find yourself in disagreement with any of the outlined conditions, we kindly request that you refrain from utilizing Financia.

1. Agreement Overview

This Terms of Use ("Agreement") constitutes a legally binding agreement between Tokaii (www.tokaii.com), in this document referred to by the registered name Tokaii Pte. Ltd, a Limited Liability Company organized under the laws of Singapore ("Tokaii Pte. Ltd"), and the Customer ("Customer"). Failure to agree to and adhere to all terms, conditions, and obligations contained herein results in the prohibition of the Customer's use of the Services, requiring immediate discontinuation. Except for ongoing obligations, such as payment for services rendered, the relationship between Customer and Tokaii Pte. Ltd shall cease upon termination of this Agreement.

2. Service Plans

Production: The production plan is designed for clients who need hands-on UI/UX design work and production services. It’s task-oriented, focusing on implementing and maintaining the user experience.

Strategy + Production: The Strategy + Production plan includes all the services from the Production tier, with the added benefit of a strategic partnership. It focuses not just on execution but also on aligning UX design with company goals.

Tokaii Pte. Ltd reserves the right to adjust, enhance, or revise these plans at its sole discretion. Customers are encouraged to review the terms regularly to stay informed of any changes.

3. Cancellation and Renewal Policy

Customers may cancel their Service Plan subscription with Tokaii Pte. Ltd by submitting a clear and unequivocal written notice at least twenty-one (14) days prior to the end of the current billing cycle. This notice period is crucial as resources, including dedicated designers, are allocated based on anticipated project continuation. Therefore, Tokaii Pte. Ltd does not offer refunds once these resources have been assigned and work has commenced.

After submitting a cancellation notice, Tokaii Pte. Ltd will continue to provide services until the end of the current billing cycle. The subscription will not be renewed, and no further charges will be incurred after the billing cycle concludes.

If a cancellation request is received without the proper 14 day notice period, the billing cycle will renew as planned and the cancellation will take effect at the end of the next billing month.

4. Acceptance of Work

Tokaii Pte. Ltd provides a review period of three (3) business days following the delivery of design work for the Customer to evaluate and provide feedback. The Customer’s input is invaluable for ensuring the final product meets their expectations.

Should Tokaii Pte. Ltd not receive feedback or revision requests within the three (3) business days post-delivery, the work will be considered accepted, and the Tokaii Pte. Ltd team will move forward with the next task. This acceptance is procedural and does not prevent the Customer from providing additional feedback or requesting iterations afterward. Tokaii Pte. Ltd is committed to accommodating further refinements; however, it is understood that this will be considered the prioritized / active task until the iterations are approved.

We encourage Customers to provide timely feedback but understand that iteration is a natural part of the creative process. Tokaii Pte. Ltd is happy to continue iterating on the delivered work to ensure that the Customer's vision is fully realized, while also maintaining the pace of development.

5. Intellectual Property Rights

Customers of Tokaii Pte. Ltd pay in advance for each month of service. Consequently, ownership of all works created specifically for the Customer during a given billing cycle is transferred to the Customer immediately upon commencement of that cycle's service. This includes, but is not limited to, UI art assets, brand assets, website designs, and customized graphics created as part of the service agreement.

While Tokaii Pte. Ltd retains all rights to its foundational and underlying Content, such as software, design frameworks, trademarks, logos, and pre-existing text, graphics, and media (collectively, the “Content”), the specific works produced for a Customer during the paid service period are the Customer's property from the point service delivery begins for that billing cycle.

These works, once created and delivered within the scope of a paid billing cycle, are protected under the Customer's ownership by copyright laws and regulations of Singapore and foreign jurisdictions and international conventions, as applicable.

6. Ownership of Materials

Consistent with the Intellectual Property Rights section, while Tokaii Pte. Ltd retains ownership of its proprietary materials and general content used in the creation process, the Customer obtains full ownership of the final, delivered project work. This includes all design and original source files created specifically for the Customer’s project. Upon full payment for the service, the Customer shall be the sole owner of the copyright for all completed projects. It should be noted that this transfer of ownership pertains only to the final, custom-created works and does not include Tokaii Pte. Ltd’s underlying tools, methods, or pre-existing materials.

7. Fonts

In the event that any Project incorporates fonts not owned by Tokaii Pte. Ltd and requiring a commercial license for legal reproduction, distribution, or public display, Tokaii Pte. Ltd will inform the Customer in writing. The Customer will need to purchase the appropriate licenses for the Third-Party Fonts. The Customer assumes all responsibility for consequences due to failure in purchasing required licenses for any Third-Party Fonts incorporated into a Project.

8. Customer Representations

By using the Services, Customer represents and warrants that: Customer has the legal capacity and agrees to comply with these Terms of Use; Customer is not a minor; Customer will not access the Services through automated or non-human means; Customer will not use the Services for any illegal or unauthorized purpose; Customer’s use of the Services will not violate any applicable law or regulation.

9. Prohibited Activities

Customers shall use the services provided by Tokaii Pte. Ltd solely for lawful purposes and in accordance with the intended use of these services. Specifically, the creative content and materials produced by Tokaii Pte. Ltd are to be used by the Customer in a manner that aligns with the agreed-upon project scope and is consistent with the terms of the service plan selected. Customers are prohibited from:

• Reselling, redistributing, or otherwise exploiting the services or content created by Tokaii Pte. Ltd for unauthorized commercial purposes.

• Using the services or content created in any way that infringes upon the intellectual property rights of others, including but not limited to unauthorized reproduction, modification, or distribution.

• Engaging in any activity that is illegal, fraudulent, or violates the rights of any third party.

The use of Tokaii Pte. Ltd’ services should be in a manner that respects the integrity of the creative process and adheres to the legal and ethical standards of content creation and usage.

10. Feedback

Customer acknowledges and agrees that any questions, comments, suggestions, or other feedback related to the services provided by Tokaii Pte. Ltd ("Feedback") must be communicated through designated platforms, specifically Trello, Slack or Figma. This ensures that Feedback is properly recorded and addressed. Tokaii Pte. Ltd shall retain ownership of all Feedback and is under no obligation to keep it confidential. Tokaii Pte. Ltd is not liable for any oversight or failure to act on Feedback that is not shared through the aforementioned designated channels. Customers are encouraged to use these platforms for all communication regarding Feedback to ensure it is duly noted and appropriately responded to.

11. Oversight

Tokaii Pte. Ltd reserves the right to monitor the Services for violations of these Terms of Use and to take appropriate legal action against violations. Tokaii Pte. Ltd further reserves the right to restrict or deny access to the Services or disable the Customer’s use of the Services, without notice or liability.

12. Modifications to Terms of Use

Tokaii Pte. Ltd reserves the right to change, alter, modify, or remove any content on the Services at its sole discretion. Tokaii Pte. Ltd reserves the right to modify or discontinue all or part of the Services without notice and without liability to the Customer.

13. Interruptions

There may be occasions where service interruptions occur due to factors beyond our control. These may include, but are not limited to, unforeseen circumstances such as team member unavailability, technical difficulties, or external factors impacting our ability to deliver services.

In the event of such interruptions, Tokaii Pte. Ltd shall not be liable for any loss, damage, or inconvenience caused by the Customer’s inability to receive the services during these periods. We are committed to minimizing any disruptions and will endeavor to notify Customers of any significant interruptions and resume services as promptly as possible.

14. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles.

15. Limitations of Liability and Indemnification

Limitations of Liability: Except as otherwise provided in the indemnification obligations below, under no circumstances shall Tokaii Pte. Ltd, its directors, employees, members, contractors, or agents be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data, or use, incurred by the Customer or any third party, whether in an action in contract or tort, arising from the Customer’s access to, or use of, the Services provided.

16. Indemnification

Tokaii Pte. Ltd shall indemnify, defend, and hold harmless the Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim or action by a third party alleging that the use of the design work produced by Tokaii Pte. Ltd as delivered to the Customer and used in accordance with the terms of this Agreement infringes the intellectual property rights of such third party.

The Customer agrees to indemnify, defend, and hold harmless Tokaii Pte. Ltd against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim or action by a third party alleging that the use of the Services in a manner not authorized by this Agreement, or the Customer’s modification of the design work, infringes the intellectual property rights of such third party.

The indemnification obligations set forth above are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of any claim or action; (b) giving the indemnifying party exclusive control and authority over the defense or settlement of such claim or action; (c) providing assistance in connection with the defense or settlement of such claim or action at the indemnifying party’s request and expense.

Notwithstanding the foregoing, the total liability of each party under the indemnification obligations shall not exceed the total amount paid to Tokaii Pte. Ltd by the Customer under this Agreement within the 12-month period preceding the claim.

The indemnifications set forth above shall not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Tokaii Pte Ltd. or not authorized by Tokaii Pte. Ltd in writing; (b) modifications to the Services by anyone other than Tokaii Pte Ltd.; (c) the Customer's failure to use updates or modifications to the Services that Tokaii Pte Ltd. has provided specifically to avoid infringement; or (d) the Customer’s failure to secure appropriate rights, licenses, consents, or permissions required for third-party assets it directs Tokaii Pte Ltd. to incorporate into the design work.

Both parties acknowledge that the limitations and exclusions of liability and indemnity in this agreement are fundamental elements of the basis of the bargain between Tokaii Pte Ltd. and the Customer, with the exception that these limitations do not apply to the indemnifiable losses as set forth above.

17. Customer Data

The Customer is responsible for providing all necessary data and materials required for Tokaii Pte Ltd. to perform its services. This includes, but is not limited to, specific project requirements, content, images, or any other information relevant to the completion of the services.

While Tokaii Pte Ltd. takes reasonable measures to safeguard the data provided by the Customer during the service process, it shall not be liable for any loss, corruption, or compromise of such data. Customers are advised to maintain backups and copies of all materials provided to Tokaii Pte Ltd.. In the event of any loss or corruption of data, Tokaii Pte Ltd. will endeavor to assist in the recovery process to the best of its ability, but it cannot guarantee the restoration of lost or corrupted data.

18. Electronic Delivery of Materials

Customer consents to receive electronic communications from Tokaii Pte Ltd. and agrees that all agreements, notices, disclosures, and other communications sent electronically satisfy legal requirements for written communication.

19. Showcasing Work

Tokaii Pte Ltd. reserves the right to showcase design work on digital channels unless otherwise agreed upon through a Non-Disclosure Agreement (NDA) to protect sensitive information.

20. Termination

These Terms of Use remain in effect until terminated by the Customer or Tokaii Pte Ltd.. Customers may terminate their agreement in accordance with the cancellation policy outlined in the "Pricing Plans and Refund Policy" section. Tokaii Pte Ltd. reserves the right to terminate this Agreement at any time, with reasonable notice to the Customer, unless in cases of breach by the Customer, including but not limited to non-payment and violation of these Terms of Use. Tokaii Pte Ltd. may also suspend or terminate Customer's access to the Services for any substantial breach of these terms.

Upon termination, all rights and obligations of both parties, save for those explicitly stated as surviving the termination (such as payment obligations for services already rendered, confidentiality, and ownership of materials), will cease. Tokaii Pte Ltd. will take reasonable steps to ensure a smooth transition and minimize disruption to the Customer's ongoing projects.

For questions or comments regarding these Terms, please contact:

Robin Thomasson
info@tokaii.com
Tokaii Pte Ltd.