Terms and Conditions

Last updated: [21st July 2025]

1. Company Information

These Terms and Conditions (“Terms”) govern your use of services provided by Tokyo Calm LTD (“we,” “us,” “our,” or “the Company”), a company registered in England and Wales.

Company Details:
Tokyo Calm LTD256 Stainbeck RoadLeeds, LS7 2LZ United Kingdom
Email: meet@tokyocalm.com

2. Acceptance of Terms

By engaging our services, accessing our website, or entering into any agreement with Tokyo Calm LTD, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms apply to all our services including BrandCraft and DesignFlow offerings.

3. Services

3.1 Service Description

Tokyo Calm LTD provides brand strategy, design, and creative services to seed-stage eco-tech companies, including but not limited to:

• BrandCraft: Brand essence definition, comprehensive brand audits, brand identity workshops, and strategic brand development
• DesignFlow: Flexible design subscription services including product design, website design, presentations, marketing materials, and ongoing brand support

3.2 Service Scope

The specific scope of work will be outlined in individual project proposals or service agreements. All services are subject to these Terms unless expressly modified in writing.

4. Payment Terms

4.1 Fees and Payment

• All fees are quoted in UK Pounds Sterling (GBP) unless otherwise specified
• Payment terms will be specified in individual project agreements
• For BrandCraft services, payment is typically required before commencement of work
• For DesignFlow subscriptions, fees are charged in advance according to the agreed subscription period
• All prices are exclusive of VAT, which will be added where applicable

4.2 Late Payment

If payment is not received within the agreed timeframe, we reserve the right to:

• Suspend work on your project without notice
• Charge interest on overdue amounts at a rate of 8% per annum above the Bank of England base rate
• Retain ownership of all work completed until full payment is received

5. Intellectual Property Rights

5.1 Ownership of Deliverables

Upon full payment of all fees, you will own the final approved designs and brand materials created specifically for your project. However, the following remain our property:

• Design concepts, methodologies, and processes
• Source files, templates, and working documents unless specifically purchased
• Any pre-existing intellectual property used in the creation of your materials

5.2 Portfolio Rights

We retain the right to display completed work in our portfolio, case studies, and marketing materials unless you expressly request confidentiality in writing.

5.3 Third-Party Materials

You are responsible for ensuring you have the right to use any materials, images, text, or other content you provide to us. You indemnify us against any claims arising from the use of such materials.

6. Client Responsibilities

6.1 Information and Materials

You agree to:

• Provide accurate, complete, and timely information required for the project
• Supply all necessary materials, content, and approvals in a timely manner
• Ensure all provided materials comply with applicable laws and do not infringe third-party rights
• Participate in scheduled meetings and review sessions

6.2 Feedback and Approvals

You must provide written approval at designated project milestones. Silence or delay in response may be treated as approval to proceed.

7. Revisions and Changes

7.1 Included Revisions

Our project quotes include a specified number of revision rounds. Additional revisions beyond this scope will be charged at our standard hourly rate.

7.2 Scope Changes

Any changes to the agreed project scope must be approved in writing and may result in additional fees and timeline adjustments.

8. Project Timelines

8.1 Delivery Schedules

Project timelines are estimates based on your participation and timely provision of required materials. Delays caused by late feedback or materials will extend delivery dates accordingly.

8.2 Force Majeure

We are not liable for delays caused by circumstances beyond our reasonable control, including but not limited to natural disasters, government actions, or technical failures.

9. Cancellation and Termination

9.1 Client Cancellation

You may cancel a project with written notice. Cancellation fees apply:

• Before work commences: 25% of project fee
• After work commences: 50% of project fee plus payment for all work completed
• After 50% completion: Full project fee is due

9.2 Company Termination

We may terminate any project with 14 days’ written notice if:

• Payment terms are breached
• You fail to provide required materials or feedback
• Your requests violate legal or ethical standards

9.3 DesignFlow Subscription

DesignFlow subscriptions may be paused or cancelled with 30 days’ written notice. No refunds are provided for unused portions of paid subscription periods.

10. Limitation of Liability

10.1 General Limitations

Our total liability for any claims arising from our services shall not exceed the total fees paid by you for the specific project in question.

10.2 Excluded Damages

We are not liable for:

• Indirect, consequential, or special damages
• Loss of profits, revenue, or business opportunities
• Damages arising from third-party claims related to materials you provided
• Technical issues with websites or platforms not under our control

11. Confidentiality

We agree to keep confidential any proprietary information you share with us during the course of our engagement. This obligation survives termination of our relationship.

12. Website and Technology

12.1 Website Services

For website design projects, we provide design files and may assist with basic implementation. Ongoing hosting, maintenance, and technical support are separate services unless specifically included in your agreement.

12.2 Third-Party Platforms

We are not responsible for changes, limitations, or failures of third-party platforms (such as hosting providers, payment processors, or software platforms) that may affect your project.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

13.2 Resolution Process

We encourage resolving any disputes through direct communication. If necessary, disputes may be referred to mediation before pursuing legal action.

14. Data Protection

We process your personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK GDPR. Please refer to our Privacy Policy for detailed information about how we handle your data.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any signed project agreements, constitute the entire agreement between us and supersede all prior negotiations or agreements.

15.2 Amendments

These Terms may only be modified in writing and signed by both parties. We may update these Terms periodically, and continued use of our services constitutes acceptance of revised Terms.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations with reasonable notice to you.

16. Contact Information

For questions about these Terms and Conditions, please contact us at:

Email: meet@tokyocalm.comAddress: Tokyo Calm LTD, 256 Stainbeck Road, Leeds, LS7 2LZ, United Kingdom

These Terms and Conditions are effective as of [Date] and will remain in effect until updated.