Terms of Service — AsiaIntent (English)
DRAFT — NOT LEGAL ADVICE. For review by qualified Japanese counsel before use. Placeholders in
[BRACKETS]must be replaced. Items marked [OPTIONAL] are business choices not yet decided.{{BRAND_NAME}}= AsiaIntent. For KaigaiReach useterms_ja.md.
Version: [v0.1-draft] Effective date: [YYYY-MM-DD]
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☐ I have read and agree to the Terms of Service.
☐ I authorize the platform to use our approved company name, brand, logo, product/service information and marketing materials solely for Qualified Intent generation under this service.
☐ I declare that the Average Product Price / Average Contract Value stated in our submission is true and reasonable.
[ Agree & Place Order ]
1. Parties and Scope
1.1 These Terms of Service (the "Terms") form an agreement between Digimato, LLC, a company incorporated in Japan with its registered address at Hamami Bldg. 302, 2-61 Enokicho, Minami-ku, Yokohama, Kanagawa, Japan (the "Company", "we", "us"), operating the {{BRAND_NAME}} service (the "Service"), and the business entity that places an order through the Service (the "Client").
1.2 The Service is for business customers only. By placing an order, the person acting for the Client confirms that they have authority to bind the Client.
1.3 Each Order is governed by these Terms, the accepted Quotation and the Invoice. If they conflict, the accepted Quotation prevails over these Terms for price, quantity and fees.
2. The Service
2.1 We identify, reach and qualify business entities that match the Client's agreed target criteria, and deliver to the Client those that have explicitly expressed interest in the Client's products or services ("Qualified Intent").
2.2 We are not an advertising agency, a lead database, a CRM, a call center or an appointment-setting service. We do not sell contact lists.
2.3 The Client is responsible for all activity after delivery, including sales follow-up, quotations, contracts, payment collection and fulfilment.
3. Qualified Intent
3.1 A Qualified Intent is a business entity that (a) matches the agreed basic criteria (at least target country, target industry and any other requirements the Client specified), and (b) has explicitly expressed willingness to learn more about the Client's products or services, for example by requesting materials, asking about price or terms, agreeing to a meeting or demo, requesting a proposal or quotation, or giving another clearly positive business response.
3.2 We do not distinguish by the seniority or title of the respondent, and we do not charge differently according to the strength of the response.
3.3 The following are not Qualified Intent: contact attempts that could not be completed or that reached the wrong party; automated responses and away notices; negative responses; opt-out, do-not-contact or removal requests; complaints about unsolicited contact; responses from the wrong company or unrelated to the Client's offering; duplicate companies or contacts; the Client's existing customers or existing leads that the Client has disclosed to us; entities on the Client's do-not-contact list; automated systems or bots; entities outside the agreed country or industry; and entities whose identity cannot reasonably be verified.
3.4 We determine whether a response is a Qualified Intent in good faith using the criteria above. Whether the Client later closes a sale has no effect on a delivered Qualified Intent.
4. Account and Eligibility
4.1 The Client shall provide accurate and complete information, including legal name, trading name, website, country, product or service details, target markets and industries, billing contact and brand assets, and shall keep it up to date.
4.2 We may decline, suspend or stop any Order or Campaign if the Client's products, industry, claims or conduct appear unlawful, harmful, misleading or inconsistent with these Terms. Examples include gambling, adult content, illegal goods or services, and offerings subject to sanctions. We may refuse any Order without giving reasons.
5. Submission, Quotation and Orders
5.1 The Client submits its products, target markets, target industries and requested quantity. We review the submission and may issue a Quotation stating the Qualified Intent Unit Price, the quantity, the Setup Fee and the Campaign Deposit.
5.2 We may decline or adjust a requested quantity if we believe it cannot reasonably be produced from the effective target market.
5.3 A Quotation is valid for the period stated in it. An Order is formed when the Client accepts the Quotation and clicks "Agree & Place Order". We then issue an Invoice.
5.4 The Campaign starts only after we have received the full invoiced amount and activated the Order.
6. Pricing
6.1 The Unit Price is based on the Average Product Price / Average Contract Value declared by the Client (the "Declared Price") and on the size of the effective target market. We do not disclose how the Unit Price is calculated.
6.2 The Client declares that the Declared Price is true and reasonable, meaning the average amount the Client normally receives from a typical closed sale.
6.3 We may verify the Declared Price using public prices, price lists, redacted quotations, invoices or contracts, or other sales materials. If the Declared Price appears materially understated, we may suspend the Campaign, request documents, adjust the Unit Price for future or not-yet-delivered Qualified Intent, and, in serious cases, suspend or terminate the account.
7. Setup Fee
7.1 The Setup Fee covers campaign setup and is charged as stated in the Quotation. It is separate from the Campaign Deposit.
7.2 The Setup Fee is non-refundable once setup has begun.
8. Campaign Deposit and Wallet
8.1 The Campaign Deposit is a prepayment. It is credited to the Client's Wallet. It is not revenue to us until a Qualified Intent is delivered, and it is not a bank deposit; no interest accrues.
8.2 The Unit Price is deducted from the Wallet when a Qualified Intent is delivered. The Wallet balance never becomes negative.
8.3 The Wallet is held in a single currency (USD) chosen when the account is created. [OPTIONAL: Unused Wallet balance expires [12] months after the last deposit unless extended in writing.]
9. Delivery, Deduction and Reserve Intents
9.1 When we confirm a Qualified Intent, we deliver it through the Client dashboard and notify the Client. At delivery we deduct the Unit Price from the Wallet and the amount becomes our revenue. We then send a short message to the prospect stating that a representative of the Client will contact them.
9.2 We may continue outreach for a short period after the funded quantity has been reached, because responses arrive with delay ("Production Buffer"). Qualified Intents that arise beyond the Wallet balance are held as Reserve Intents. They are not delivered and not charged. The Client may accept them by topping up the Wallet or decline them. Reserve Intents not accepted within [14] days may lapse.
10. Objections to Delivered Intents
10.1 If the Client believes a delivered Qualified Intent does not meet Section 3 (for example a duplicate, wrong country, wrong industry, invalid contact, non-positive response, bot, existing customer, existing lead or do-not-contact entity), the Client shall notify us through customer support within 48 hours of delivery. Intents not objected to within that period are deemed accepted.
10.2 If we agree with the objection, we may credit the Wallet with an amount we determine, which need not equal the Unit Price. We may, at our discretion, consider an objection made after 48 hours.
10.3 The following are not valid grounds: the Client did not close the deal; the prospect later changed its mind; the Client's sales team could not reach the prospect; the prospect's budget; the Client's sales capacity; the seniority of the contact (unless a seniority requirement was agreed in the Quotation); or that the Client regards the Intent as not valuable enough.
11. Payment
11.1 Payment is by bank transfer only, to the account stated on the Invoice, quoting the Payment Reference. The Invoice currency is USD.
11.2 All bank charges, intermediary bank fees, receiving bank fees, refund fees and foreign-exchange related charges are borne by the Client. We must receive the full invoiced amount.
11.3 Payment is complete only when the full invoiced amount has been received. If less is received because of fees deducted by any bank, the Client shall pay the shortfall. The Order is not activated while the amount is short. Overpayments will be credited or returned at the Client's choice, subject to Section 13.
11.4 We may recalculate or suspend the Order if payment is not completed within the period stated in the Invoice.
12. Taxes
12.1 Prices are exclusive of taxes. Where applicable, taxes are added to the Invoice. Services to Clients outside Japan are generally invoiced without Japanese consumption tax; the Client is responsible for any taxes, duties or withholdings that apply in its own country. If withholding is required, the Client shall gross up so that we receive the full invoiced amount.
13. Refunds
13.1 The Client may request a refund of the unused Wallet balance in writing at any time.
13.2 The following are not refundable: the price of Qualified Intents already delivered (subject to Section 10), and the Setup Fee once setup has begun.
13.3 Refunds are paid to the bank account of the Client entity that made the original payment, in the currency originally received (USD for USD). All bank, intermediary and refund-related fees and any foreign-exchange differences are borne by the Client and may be deducted from the refundable amount.
13.4 We aim to complete approved refunds within [30] business days of approval.
14. Brand Authorization and Client Materials
14.1 The Client grants us a non-exclusive, non-transferable licence, for the duration of the Service and solely to perform the Service, to use the Client's company name, logo, trademarks, product names, product images, product descriptions, brochures, approved claims, pricing information and website information (the "Client Materials").
14.2 The Client warrants that it owns or is entitled to license the Client Materials, that they are accurate and lawful, and that their use as described will not infringe third-party rights.
14.3 Uploading Client Materials constitutes the Client's authorization under this Section. The Client may specify claims, countries, industries, entities, pricing disclosure or other items that must not be used ("Restrictions"). We will follow Restrictions entered in the Service.
15. Outreach on the Client's Behalf
15.1 The Client authorizes us to conduct initial business outreach and market contact in the Client's name within the scope of Section 14. Outreach messages state that we act on the Client's behalf.
15.2 We will not invent employees, positions, product features, prices, certifications or customer cases, and will not impersonate any government or third party.
15.3 We select, at our sole discretion, the channels, methods, domains, addresses and accounts, forms, landing pages, QR codes, telephone numbers, messaging tools, events, partners, offline materials, data sources, suppliers, signals, volumes and internal campaign structures used to deliver the Service. These are our trade secrets. The Client has no right to require disclosure of them. The Client shall not attempt to discover them.
15.4 The Client does not select outreach channels. It chooses product, target market, target industry, optional criteria and deposit amount.
16. Exclusions
16.1 The Client may provide lists of existing customers, existing leads, competitors and do-not-contact entities. We will exclude those entities from outreach. We are not responsible for entities the Client did not disclose.
17. Compliance
17.1 Each party shall comply with laws that apply to it. We maintain opt-out and suppression processes and stop contacting any entity that opts out.
17.2 The Client represents that neither it nor its principal owners or officers are subject to sanctions and that it will not use the Service for unlawful purposes.
18. Prospect Information
18.1 On delivery of a Qualified Intent we provide the prospect's company and contact information and its response. From delivery, the Client is responsible for lawful handling of that information in line with applicable law.
18.2 The Client shall: use it only to respond to the prospect's expressed interest and for related business dealings; honor any opt-out or deletion request; not sell, rent or publish it; and not use it for unrelated purposes.
19. Client Follow-up
19.1 The Client shall make reasonable efforts to follow up promptly. We may send reminders. We do not guarantee that a prospect remains interested or that any sale results.
20. Data Protection
20.1 We process personal data in line with our Privacy Policy /privacy. Personal data of prospects is retained for the period stated there.
20.2 Where information is transferred across borders as part of the Service, the Client agrees to the transfer.
21. Intellectual Property
21.1 Each party retains its intellectual property. We own the Service, our methods, systems, data compilations and know-how. No rights in them are transferred to the Client except the right to use delivered Qualified Intent information as described in Section 18.
22. Confidentiality
22.1 Each party shall keep the other's non-public information confidential and use it only for the Service. Our methods, channels, infrastructure, suppliers and pricing methodology are our confidential information. This Section survives termination.
23. Disclaimer
23.1 The Service is provided on an "as is" basis. We do not guarantee any number of Qualified Intents, any timing, any sales result or any particular response rate. The number of Qualified Intents is limited by the real size of the effective target market.
24. Limitation of Liability
24.1 To the maximum extent permitted by law, our total liability arising from or relating to the Service is limited to the fees the Client paid in the [12] months before the claim arose. We are not liable for indirect, special, consequential or lost-profit damages.
24.2 This Section does not limit liability for our willful misconduct or gross negligence, or any liability that cannot be limited under applicable law.
25. Indemnification
25.1 The Client shall indemnify us against claims, losses and costs arising from the Client Materials, the Client's breach of these Terms, or the Client's handling of prospect information after delivery.
26. Suspension and Termination
26.1 We may suspend or terminate the Service immediately if the Client breaches these Terms, understates the Declared Price in a material way, fails to pay, or if continuing would breach law or harm our infrastructure or reputation.
26.2 On termination, unused Wallet balance is refunded under Section 13, less amounts owed. Sections that by nature survive will survive.
27. Anti-Social Forces
27.1 Each party represents that it is not, and has no relationship with, any organized crime group or similar anti-social force, and shall not engage in violent or unlawful demands. The other party may terminate immediately if this is breached.
28. Changes to the Terms
28.1 We may amend these Terms by notice on the Service. Amendments apply to Orders placed after the effective date. Existing Orders continue under the Terms accepted at the time of the Order.
29. General
29.1 The Client may not assign these Terms without our written consent. We may use subcontractors and may assign these Terms to an affiliate or successor.
29.2 If any provision is invalid, the rest remains effective. These Terms, the accepted Quotation and the Invoice are the entire agreement for the Order.
29.3 Notices may be given by email to the addresses on the account or through the Service.
29.4 This English version is the operative version for the Client of {{BRAND_NAME}}. Translations are for reference only.
30. Governing Law and Jurisdiction
30.1 These Terms are governed by the laws of Japan.
30.2 The Yokohama District Court has exclusive jurisdiction in the first instance over any dispute arising from or relating to these Terms or the Service.
Operator: Digimato, LLC / Hamami Bldg. 302, 2-61 Enokicho, Minami-ku, Yokohama, Kanagawa, Japan / Invoice registration no. T4020003029345