Terms And Conditions

1. Introduction

• Company Information: Antonio Segurado (also known as Tone Segurado), Founder of Tonemaki™, a sole proprietorship registered under the laws of Portugal with VAT ID PT256125813.
• Effective Date: October 9, 2024.
• Acceptance of Terms: By subscribing to our services, you agree to comply with and be bound by these terms. If you do not agree to these terms, you must discontinue use of our services immediately.

2. Definitions

• Affiliate: An entity that controls, is controlled by, or is under common control with a party.
• Company: Refers to Tonemaki™.
• Service: The design services provided by Tonemaki™.
• Client: The individual or entity subscribing to the service.
• Subscription: The access to services provided on a subscription basis.
• Website: The website of Tonemaki™, accessible from Tonemaki.

3. Scope of Services

3.1 Service Plans

• Tonemaki™ offers various subscription-based design services under different plans: MAKI, BENTO, and EMPEROR. These services include but are not limited to 2D/3D design, brand visual identity, web development, and motion graphics. Each plan includes specific deliverables detailed on our website, subject to updates.some text
  • Maki Plan: Includes simple brand design, simple motion design (up to 15 seconds), up to 10 renderings, web design, and Basic Webflow development. Clients can have one active request at a time on Trello, with an average turnaround of 5 days.
  • Bento Plan: Offers comprehensive services including interface brand design, mid-level motion design (up to 60 seconds), up to 20 renderings, and simple Webflow development for 1-10 unique page layouts. Clients can have one active request at a time on Trello, with an average turnaround of 3 days.
  • Emperor Plan: Includes integrated brand design, advanced motion design (unlimited seconds), unlimited renderings, and advanced Webflow development for 1-20 unique page layouts. Clients can have two active requests at a time on Trello, with an average turnaround of 2 days, and benefit from weekly planning calls.

3.2 Delivery Times

• All delivery times are estimates. Tonemaki™ will communicate any delays electronically via email or Trello and work with the Client to establish new deadlines as needed. Delivery typically means a completed design; complex requests are broken into milestones. If it appears that a project will be delayed, Tonemaki™ will notify the Client immediately. Clients can decide to receive interim updates, continue with the project, or pause/cancel the subscription without additional charges if delays occur.

3.3 Work Schedule

• Tonemaki™ operates Monday to Friday, 9 AM to 7 PM Lisbon time. However, we understand the importance of flexibility, especially when working across different time zones. While we may take short breaks for a gym session or well-deserved sushi lunch, our work continues asynchronously, ensuring your project progresses smoothly. Should you require assistance outside these hours, please inform us in advance, and we’ll make arrangements accordingly. Emperor Plan clients benefit from weekly planning calls to ensure smooth project execution.

3.4 Third-Party Costs

• In addition to the service plans provided by Tonemaki™, the Client may request additional services that involve third-party costs, such as website domains, hosting, Webflow plans, or stock licensing. These costs are not included in the standard service plans and must be covered by the Client. Tonemaki™ will inform the Client of any such third-party costs in advance, and these costs will be billed separately. The Client is responsible for paying these third-party costs directly or reimbursing Tonemaki™ if the costs are initially paid by Tonemaki™ on behalf of the Client.

4. Payment and Billing

4.1 Billing Cycle

• Payments are processed automatically through Stripe on a 31-day cycle. Clients will be billed upfront for each subscription period.

4.2 Payment Methods

• Accepted payment methods include credit/debit cards processed through Stripe.

4.3 Fee Changes

• Current clients will benefit from a guaranteed rate lock for the first six months of their subscription. Tonemaki™ will provide 90 days' notice for any fee adjustments, ensuring clients have ample time to make informed decisions.

4.4 Refunds

• Refunds will be granted for non-delivery, significant service errors, or delays exceeding 10 business days. Long-term clients (12+ months) are eligible for a full refund for their last month upon request. Refund requests are assessed on a case-by-case basis.

4.5 Dispute Process Before Formal Actions

• If any concerns or issues arise, clients must first attempt to resolve the matter directly with Tonemaki™ before initiating any formal disputes (e.g., through payment processors or legal actions). Tonemaki™ encourages open communication via email or Trello to resolve any issues in a prompt and fair manner. We commit to responding to all disputes within five (5) business days.
• Ownership During Disputes: In the event of a dispute, ownership and full usage rights of any work product delivered are temporarily suspended. The Client will retain a non-exclusive, limited license to review the work internally for evaluation purposes only until the dispute is resolved. The Client cannot use, distribute, or display the work for any commercial, promotional, or public purposes until the matter is resolved.
• If a refund is granted due to the dispute, the Client forfeits all ownership and usage rights to the work product, including drafts, final deliverables, and any associated files. The Client must cease use of the work product immediately and delete all related files. Failure to comply may result in legal action.
• If the dispute is resolved in favor of Tonemaki™, the Client will regain full ownership and usage rights, subject to full payment of any outstanding amounts.

5. Subscription Management

5.1 Pause and Cancellation

• Clients can pause or cancel their subscription at any time with written notice. Clients must provide a minimum of three (3) business days' notice before the next billing cycle to pause or cancel their subscription. Subscriptions that are paused can be reactivated within two (2) years; otherwise, they will be terminated. Prices and terms may be subject to change upon reactivation after the one-year period.

5.2 Tonemaki’s Right to Cancel

• Tonemaki™ reserves the right to pause or cancel a Client's subscription in cases of misuse of services, non-payment, or other valid reasons. Notice will be provided to the Client with a reasonable explanation, and the Client will have an opportunity to rectify any issues before the subscription is paused or canceled.

6. Intellectual Property Rights

6.1 Client Owns All Work Product

• As part of this subscription, Tonemaki™ creates “work product” for the Client. Work product includes the finished design, drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else created as part of the subscription. Tonemaki™ grants the Client all rights, titles, and interests in and to the work product upon approval by the Client. The Client can use the work product for the agreed-upon purpose specified in each task.

6.2 Usage Rights Upon Approval

• The Client gains usage rights to the work product once they approve the final deliverable by moving the card to the "Completed" column on Trello. Until then, the Client does not have these rights.

6.3 Source Files

• Source files can be requested, but Tonemaki™ may decide not to provide them due to the organic nature of file creation. Clients subscribing for six months or longer will receive source files for each project upon completion if requested. For shorter subscriptions, source files can be obtained for an additional fee specified in the service agreement.

6.4 Modification Rights

• The Client may request modifications through Tonemaki™. Any modifications made by Tonemaki™ will be billed according to the subscription plan or additional agreements.

6.5 Showcasing Work

• Tonemaki™ reserves the right to showcase completed projects, including drafts and final deliverables, as part of its portfolio on digital platforms such as its website, social media, and marketing materials. This includes, but is not limited to, visual displays, client testimonials, and design case studies.
• Opt-Out Process: If a Client wishes to prevent their project from being publicly showcased, they may request an opt-out by providing written notice prior to the project's completion. This opt-out request must be confirmed by Tonemaki™ in writing and may be subject to an additional confidentiality agreement or fee, depending on the level of discretion requested.
• Clients who have signed a Non-Disclosure Agreement (NDA) with Tonemaki™ are automatically opted out from showcasing unless otherwise specified in the agreement.

6.6 Storage of Materials

• Tonemaki™ is not obligated to store project materials and deliverables for more than two years after the completion of the project unless otherwise agreed upon in writing.

6.7 Conditional Ownership During Disputes

• Ownership and full usage rights of the work product are transferred to the Client only upon full payment and resolution of any disputes.
• If the Client disputes a payment and seeks a refund, they forfeit all rights to use the work product, including drafts, files, and final designs, unless the dispute is resolved in favor of Tonemaki™.
• Until the dispute is resolved, the Client is only granted a temporary, non-commercial license to review the work internally. They may not use the work for any public, commercial, or promotional purposes.
• If a refund is granted due to a dispute, the Client must immediately cease any use of the work product and delete or destroy all related files. Tonemaki™ reserves the right to pursue legal action if this condition is violated.

7. Confidentiality

7.1 Client Information

• Tonemaki™ agrees to keep all client information confidential and will not disclose any details to third parties without the Client’s consent, except as required by law.

7.2 Showcasing Work

• Tonemaki™ reserves the right to showcase completed design work on its digital channels unless otherwise agreed upon in a Non-Disclosure Agreement.

8. Service Interruptions

• Tonemaki™ will communicate any service interruptions electronically via email or Trello. If service interruptions occur, the remaining days of the plan will be banked and added to the subscription period.

9. Liability and Indemnification

9.1 Limitation of Liability

• To the fullest extent permitted by law, Tonemaki™ limits its liability for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business, data, or goodwill, arising from the use or inability to use the services, even if Tonemaki™ has been advised of the possibility of such damages.
• Direct Damages: Tonemaki™ will be liable for direct damages caused by its services, but such liability will not exceed the total amount paid by the Client to Tonemaki™ in the six (6) months immediately preceding the claim.
• This limitation of liability does not exclude or limit liability for:some text
  • Death or personal injury caused by negligence.
  • Fraud or fraudulent misrepresentation.
  • Gross negligence or willful misconduct.
  • Any other liability that cannot be excluded under applicable law.
• Remedy for Service Errors: In the event of significant service errors, Tonemaki™ will take reasonable steps to rectify the issue at no additional cost to the Client. This may include revising the work product or offering additional services at Tonemaki's discretion.
• Clients must notify Tonemaki™ of any claims within thirty (30) days of becoming aware of the issue, after which Tonemaki™ shall be released from any further liability.

9.2 Indemnification

• The Client agrees to indemnify and hold harmless Tonemaki™, its owner, employees, and agents from any claims, damages, liabilities, costs, and expenses arising from the Client’s use of the services in a manner not authorized by these terms, or violation of any third-party rights, including intellectual property rights, caused by the Client’s direct actions.

10. Governing Law

10.1 Applicable Law

• These Terms shall be governed by and construed in accordance with the laws of Portugal.

10.2 Dispute Resolution

• For international clients, disputes may be resolved through international arbitration under the rules of the International Chamber of Commerce, if mutually agreed upon.

11. Miscellaneous

11.1 Electronic Communications

• By using our services, you consent to receive electronic communications from Tonemaki™. All agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

11.2 Severability

• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

11.3 Entire Agreement

• These Terms constitute the entire agreement between Tonemaki™ and the Client regarding the services provided and supersede all prior agreements and understandings.

11.4 Force Majeure

• Tonemaki™ shall not be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond Tonemaki's reasonable control, including but not limited to acts of God, war, strikes, pandemics, or government restrictions.

11.5 Assignment

• Clients may not assign their rights or obligations under these Terms without the prior written consent of Tonemaki™. Tonemaki™ may assign its rights and obligations under these Terms to a third party at any time without notice to Clients.

12. Prohibited Activities

• Clients shall not use Tonemaki’s services for any unlawful purposes or in a manner that infringes upon the rights of others, including but not limited to unauthorized reproduction, distribution, or modification of any content created by Tonemaki™. Clients are prohibited from:some text
  • Reselling, redistributing, or otherwise exploiting the services or content created by Tonemaki™ for unauthorized commercial purposes.
  • Using the services or content created in any way that infringes upon the intellectual property rights of others.
  • Engaging in any activity that is illegal, fraudulent, or violates the rights of any third party.

13. Workflow and Client Feedback

13.1 Workflow Management

• Tonemaki™ uses Trello to manage and track client requests. Clients are responsible for creating tasks and moving them to the "active request" section for work to commence. For the Emperor plan, up to two active requests can be managed simultaneously.

13.2 Client Feedback

• Clients must provide all the necessary information and content for job execution. Tonemaki™ will not invent deliverables if there is no feedback.

14. Service Interruptions

• There may be occasions where service interruptions occur due to factors beyond our control, such as technical difficulties or team member unavailability. Tonemaki™ shall not be liable for any loss, damage, or inconvenience caused by such interruptions. We will endeavor to notify clients of any significant interruptions and resume services as promptly as possible.

15. Customer Data

• Clients are responsible for providing all necessary data and materials required for Tonemaki™ to perform its services. While Tonemaki™ takes reasonable measures to safeguard the data provided, it shall not be liable for any loss, corruption, or compromise of such data. Clients are advised to maintain backups of all materials provided to Tonemaki™.

16. Public Holidays

• Tonemaki™ observes the following public holidays in Portugal each year, during which our operations, including customer support and other services, will be closed:some text
  • New Year's Day (January 1)
  • Good Friday (variable date)
  • Easter Monday (variable date)
  • Freedom Day (April 25)
  • Labour Day (May 1)
  • Portugal Day (June 10)
  • Corpus Christi (variable date)
  • Assumption Day (August 15)
  • Republic Day (October 5)
  • All Saints Day (November 1)
  • Restoration of Independence (December 1)
  • Immaculate Conception (December 8)
  • Christmas Day (December 25)
• Tonemaki™ does not issue account credits for these public holidays. However, any additional time we are closed company-wide, clients will be issued a credit for that time off.

17. User Declarations

• By accessing the Service, the User confirms and guarantees that:some text
  • The User has the legal capability and agrees to adhere to these Terms of Use.
  • The User is not a minor in the jurisdiction of their residence.
  • The User will not access the Service via automated or non-human means.
  • The User will not use the Service for any illegal or unauthorized purpose.
  • The User’s use of the Service will not breach any applicable law or regulation.

18. Subscription Termination

18.1 Termination Conditions

• We reserve the right to terminate or suspend your access to our service at any time, without prior notice or liability, for any reason, including, without limitation, if you violate the Terms. All provisions of the Terms that, by their nature, must survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and liability limitations, shall survive termination.

18.2 Currency Conversion

• We are not responsible for any currency conversion operations that occurred during your payment process that may cause any difference between the amount deducted from your account and the price on our website. We have no control over the process and cannot change the default currency.

19. Links to Other Websites

• Our website may contain links to third-party websites or services that are not owned or controlled by Tonemaki™. Tonemaki™ has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Tonemaki™ shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

20. Modification of Terms

• Tonemaki™ reserves the right to change or replace these Terms at any time, at its sole discretion. Clients are responsible for storing and keeping a copy of these Terms for their records. While we will make reasonable efforts to notify you of any material changes, it is your responsibility to review the Terms periodically.
• If a revision is a material change, we will provide at least 30 days' notice before the new terms take effect, allowing clients to review the changes and provide their consent.
• If the Client does not agree to the revised terms, they may cancel their subscription before the changes take effect, without penalty. Continued use of the services after the effective date will constitute acceptance of the revised terms.
• Grandfather Option: If both Tonemaki™ and the Client mutually agree, the Client may choose to continue under the terms and conditions that were in effect at the time of their original subscription. The Client must notify Tonemaki™ in writing before the new terms take effect if they wish to exercise this option. This agreement will remain valid until the Client cancels or modifies their subscription, or if external legal requirements necessitate a change in the terms.

21. Taxes

• The cost of Tonemaki™ services does not include taxes (e.g., VAT). Regardless of your location, you are responsible for any other fees and taxes associated with your activities (e.g., withholding tax).

22. User Feedback

• The User recognizes and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) is the exclusive property of Tonemaki™ and Tonemaki™ is not obligated to maintain the confidentiality of a Submission or to ensure its confidentiality. Tonemaki™ is the sole and exclusive owner of all rights related to the Submission and can use and disseminate a Submission for any lawful purpose without the need for permission, acknowledgment, or compensation to or from the User.

23. Translation Interpretation

• These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

24. Severability

• If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

25. Waiver

• Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

26. Ownership of Materials

• All design and original source files created while you are enlisted with us are yours to keep and own. You must provide our designers with sufficient content and instructions to complete the work. All content and files submitted to Tonemaki™ must be owned by you and not be stolen from another entity. You are 100% responsible for all materials submitted to us to create designs for you. Even in the completed design that we submit to you, we are not liable for any infringement on intellectual property rights. You agree to indemnify, defend, and hold harmless Tonemaki™ and its affiliates, officers, members, managers, agents, successors, and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (1) your breach of any of the terms of this Agreement, (2) your use of the services provided pursuant to the Site, and (3) infringement of third party’s intellectual property rights or other proprietary rights. Tonemaki™ always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon.

27. Ownership of Submissions and Projects

• Notwithstanding Tonemaki’s ownership of Submissions, as described in Paragraph 22 (“User Feedback”), all design and original source files created on the Client’s behalf (“Projects”) belong to the Client, and the Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Tonemaki to become the owner of a Project, in whole or in part, rather than the Client, Tonemaki irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warrants that any and all materials provided to Tonemaki as examples or as material to be incorporated into a project during the design process are owned by the Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Tonemaki™ always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 7.2 (“Showcasing Work”) of this document.

28. No-Calls Policy

28.1 Asynchronous Communication

• Tonemaki™ operates primarily through asynchronous communication methods, such as email and Trello. This approach ensures a documented and organized workflow, allowing for clear and efficient task management and feedback.

28.2 No-Calls Policy for MAKI and BENTO Plans

• Clients subscribed to the MAKI and BENTO plans agree to adhere to the no-calls policy. All communications, including inquiries, updates, and feedback, should be conducted via email or Trello. This policy helps maintain productivity and ensures that all interactions are properly documented.

28.3 Emperor Plan Exception

• Clients subscribed to the Emperor Plan are eligible for weekly planning calls in addition to asynchronous communication. These calls are scheduled in advance and aim to facilitate detailed project discussions and strategic planning.

28.4 Urgent Issues

• In case of urgent issues that require immediate attention, clients can notify Tonemaki™ through Trello or email. Tonemaki™ will address these issues as promptly as possible within standard business hours.

28.5 Benefits of Asynchronous Communication

• Efficiency: Enables Tonemaki™ to manage multiple projects simultaneously without the interruptions caused by unscheduled calls.
• Documentation: Ensures all client requests and feedback are properly recorded, minimizing the risk of miscommunication.
• Flexibility: Allows clients to communicate at their convenience, without needing to coordinate schedules for calls.

By adhering to this policy, Tonemaki™ and its clients can maintain a streamlined and productive working relationship, ensuring high-quality deliverables and efficient project management.

29. Acknowledgment

• By subscribing to Tonemaki™ services or clicking to accept these terms, the Client acknowledges that this action constitutes acceptance of the Terms and Conditions outlined herein. This acceptance is legally equivalent to the Client’s signature on a written contract and binds the Client to all the terms, obligations, and conditions described.
• Users acknowledge they have read and understand these terms and agree to be bound by them.

30. Contact Information

• For any questions or comments regarding these Terms, please contact Tonemaki™ at: