General Terms and Conditions (GTC) of HosonoDE - DOITSUYA COMPANY LIMITED
1. Scope of Application
1.1 These General Terms and Conditions (hereinafter “GTC”) govern conclusively all contractual relationships between HosonoDE - DOITSUYA COMPANY LIMITED, with its registered office at 3-4-13 N21 Bldg. Nakamachi, Machida-shi, 194-0021 Tokyo, Japan (hereinafter “Agency”) and its clients (hereinafter “Client”) for all services offered by the Agency.
1.2 By written or electronic confirmation of the estimate prepared by the Agency, the Client expressly and irrevocably agrees to these GTC. Deviating or supplementary terms and conditions of the Client shall not become part of the contract unless the Agency expressly agrees to their validity in text form.
2. Conclusion of Contract
2.1 All estimates prepared by the Agency are non-binding and subject to change. They merely constitute an invitation for the Client to submit a binding offer.
2.2 The contract is concluded exclusively through the Client’s express confirmation of the estimate in text form (e.g., by email) and the subsequent acceptance of this confirmation by the Agency. Acceptance by the Agency is made either by express declaration in text form or by commencement of performance.
3. Scope of Services
3.1 The precise scope of services is determined exclusively by the estimate confirmed by the Client. This includes a detailed description of the services to be provided, including any milestones, intermediate results, and acceptance criteria.
3.2 Any changes or extensions to the agreed scope of services require a separate written agreement between the parties. Such agreement must be made at least in text form and confirmed by both parties. Oral ancillary agreements are invalid.
4. Obligations of the Client to Cooperate
4.1 The Client is obliged to provide the Agency, without request, in full and in a timely manner, with all documents, information, and materials required for the proper execution of the project, in a format suitable for further processing. The Agency is not obliged to verify the completeness or accuracy of such documents.
4.2 The Client shall appoint a primary contact person as well as a deputy, who are responsible for all communication and coordination with the Agency and are authorized to make decisions. Any changes in the appointment of these contact persons must be communicated to the Agency immediately in text form.
5. Remuneration and Payment Terms
5.1 The remuneration for the services provided by the Agency is based exclusively on the estimate confirmed by the Client. All prices stated therein are exclusive of statutory value-added tax.
5.2 Full payment of the agreed remuneration is a mandatory prerequisite for the commencement of service delivery by the Agency. The Agency will only begin execution of the agreed services after full payment of the total agreed amount has been received in the Agency’s business account.
5.3 For estimates or service packages with a scope of less than 10 hours, payment by bank transfer is excluded. In such cases, the Client is obliged to use an alternative payment method offered by the Agency. If payment is nevertheless made by bank transfer, the Agency is entitled to suspend service delivery until the payment issue is clarified or reversed.
6. Time Tracking and Billing
6.1 The Agency records all project-related activities using the time tracking tool Toggl with second-accurate logging. In contrast to industry practice, no rounding of recorded time is applied.
6.2 Upon request of the Client, the Agency shall provide a summary report outlining the time spent on various tasks in a general manner.
6.3 Time tracking includes all project-related activities, including but not limited to communication, meetings, implementation, consulting, and project management.
6.4 The Agency works exclusively on an hourly basis. Billing per fixed task or flat-rate project pricing does not apply.
6.5 If the original estimate proves to be inaccurate due to unforeseen circumstances or lack of information provided by the Client, the Agency reserves the right to adjust the number of hours. This may result in additional or reduced costs for the Client, depending on whether the actual effort exceeds or falls below the estimate. The Client will be informed of such adjustments without delay in text form.
6.6 In the case of cost savings, i.e., if the actual effort is lower than originally estimated, the Client has the right to request other tasks within the scope of the agreed hourly rate for the difference between estimated and actual effort. The Agency reserves the right to refuse such additional tasks if they significantly exceed the original project scope or cannot be implemented for other valid reasons.
7. Usage Rights
7.1 Upon full payment of the agreed remuneration, the Agency grants the Client a simple, non-exclusive, spatially and temporally unlimited right to use the works created within the scope of the project, in particular software, graphics, layouts, and texts.
7.2 Any form of transfer or sublicensing of usage rights by the Client to third parties, whether for consideration or free of charge, requires the prior express consent of the Agency in text form.
7.3 The Agency reserves the right to include all publicly accessible project information, including but not limited to domain, used technologies, and other externally visible elements, in its portfolio and to use them for reference purposes. This includes presentation on the Agency’s website, in presentations, and other marketing materials. If the Client does not agree to this use, they must explicitly notify the Agency in text form prior to payment and thus prior to contract conclusion.
8. Warranty and Liability
8.1 The Agency guarantees that the services provided are free from material and legal defects and comply with the specifications agreed in the estimate.
8.2 The Agency’s liability for slightly negligent breaches of duty is expressly excluded, unless such breaches concern essential contractual obligations, injury to life, body, or health, guarantees, or claims under the Product Liability Act.
8.3 In the case of slightly negligent breach of essential contractual obligations, liability is limited to the foreseeable damage typical for this type of contract. Such typical and foreseeable damage shall be limited to a maximum of 50% of the contract value. Liability for lost profits, savings not realized, indirect damages, consequential damages, and third-party claims is expressly excluded in such cases.
8.4 The above limitations of liability also apply in the same scope to the Agency’s legal representatives, executive employees, and other vicarious agents.
9. Confidentiality and Data Protection
9.1 The contracting parties undertake to treat all confidential information, business and trade secrets of the respective other party obtained in the course of cooperation as strictly confidential and not to exploit or disclose them to third parties during or after termination of the cooperation.
9.2 The Agency undertakes to strictly comply with all applicable data protection regulations and processes personal data exclusively within the framework of legal requirements and instructions given by the Client.
9.3 In particular, the Agency undertakes to treat highly sensitive business information of the Client, including but not limited to profits, purchase prices, customer lists, and other specific business secrets, as strictly confidential and not to publish or share them with other clients. This obligation applies exclusively to these specific, highly sensitive information and shall survive the termination of the contractual relationship.
9.4 At the express request of the Client, a separate non-disclosure agreement (NDA) may be concluded. The Agency reserves the right, depending on the content of the proposed NDA, to enter into negotiations regarding its terms. The Agency is not obliged to accept every proposed NDA and may reject acceptance if, in its assessment, it contains unreasonable or disproportionate terms.
10. Legal Responsibilities of the Client
10.1 The Agency explicitly points out that it does not provide legal advice or legal services. The Client is obliged, after completion of the project and prior to publication or launch, to have the created website or application reviewed for legal compliance by a qualified lawyer.
10.2 This obligation for legal review applies in particular, but not exclusively, to the implementation of tracking technologies, privacy policies, terms and conditions, legal notices, cookie policies, and all other legally relevant aspects of the website or application.
10.3 The Agency implements only those legally relevant elements that are expressly instructed by the Client or their legal advisor in text form. The legal review, approval, and responsibility for such implementations lie solely with the Client. The Agency assumes no liability for the legal correctness or completeness of these elements.
11. Final Provisions
11.1 Amendments, supplements, and ancillary agreements to these GTC must be made in text form to be effective. This also applies to any amendment or waiver of this requirement of text form.
11.2 All legal relationships between the Agency and the Client shall be governed exclusively by the laws of Japan, expressly excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
11.3 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Tokyo, Japan. However, the Agency is also entitled to sue the Client at its general place of jurisdiction.
11.4 Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace invalid or unenforceable provisions with such provisions that most closely reflect the economic intent.
Status: May 17, 2026