1. Agreement, Orders and Scope
These Terms apply to each service order, quote, proposal, invoice, order confirmation, or other written scope accepted by the Client (each, an “Order”). The applicable Order identifies the service, price, deliverables, scope, timing, and any special conditions. If an Order expressly conflicts with these Terms, the specific written terms of that Order control for that Order only.
Descriptions, starting prices, standard scope limits, and service examples published on the Japalize website may form part of an Order when incorporated by reference. Work outside the agreed scope is not included unless both parties agree to it in writing.
Work begins after the required payment and the materials or access reasonably necessary to start the service have been received, unless otherwise agreed in writing.
2. Fees, Payment, Cancellation and Refunds
Unless otherwise agreed in writing, all one-time services and each period of an ongoing or monthly service are paid 100% in advance. We are not required to begin or continue work until the applicable payment has been received.
If the Client cancels after payment but before work has begun, 80% of the amount paid for that service or billing period will be refunded. Once work has begun, amounts paid for that service or billing period are non-refundable, except where required by applicable law.
For this purpose, “work has begun” when Japalize performs any substantive project-specific activity, including review, research, audit, planning, drafting, localization, rewriting, content creation, sourcing, outreach, setup, or other service activity for the Client. Payment alone does not mean that work has begun.
For an ongoing service, the same rule applies separately to each prepaid billing period. If a new billing period has been paid for but no work for that period has begun, the 80% pre-work cancellation refund may apply. Once work for that period begins, the payment is non-refundable.
3. Client Responsibilities and Materials
The Client is responsible for providing complete, accurate, and timely information, source materials, brand materials, factual claims, product or service details, access credentials where needed, and feedback reasonably required to perform the agreed work.
The Client represents and warrants that it has the rights and permissions necessary for Japalize to use any text, images, logos, trademarks, fonts, videos, data, documents, account access, or other materials supplied by the Client for the agreed services (“Client Materials”). Japalize is not responsible for verifying ownership or licensing of Client Materials unless that verification is expressly included in the Order.
The Client is responsible for the accuracy of product claims, prices, specifications, technical statements, medical, financial, legal, regulatory, or other specialist information supplied to us. Delays, errors, or omissions in Client Materials may affect timing and results.
If the Client changes source content, instructions, scope, required deliverables, or other material inputs after work has started, the resulting work is not treated as an included revision and may incur additional fees.
4. Delivery, Timing, Revisions and Inactive Projects
Any delivery time shown on the website, in an Order, or in project communication is an estimate unless expressly stated to be a guaranteed deadline in writing. We do not promise a refund, credit, or discount solely because an estimated delivery date changes.
If required Client Materials, access, decisions, approvals, or feedback are delayed, the delivery schedule will be extended as reasonably necessary. If the Client does not respond for 30 consecutive days while input or approval is required, Japalize may treat the project as completed and close the active work. Any later reopening or additional work may require a new paid service.
Unless an Order states otherwise, completed deliverables include up to two rounds of revision, provided the revision process is initiated within 14 calendar days after delivery and the original source materials and agreed scope have not changed. One revision round means one consolidated set of Client feedback, regardless of the number of individual comments or requested edits contained in that set.
Once a timely revision process has been initiated, the included two-round process may continue for a reasonable period beyond the initial 14-day window. Requests made after the revision window, third and later revision rounds, or changes caused by modified source materials or scope are additional paid work.
5. Ongoing and Monthly Services
Unless a specific Order states otherwise, ongoing services have no minimum contract term. Each billing period is purchased in advance. If the next billing period is not paid, Japalize has no obligation to continue providing the service for that period.
Unused hours, capacity, audits, or other monthly allowances expire at the end of the applicable billing period and do not roll over to a later period. Voluntarily unused monthly capacity is not refundable.
Japalize will accept tasks for a time-based plan only when we reasonably believe the task can be handled within the available purchased capacity. New or expanded scope requested by the Client may require a separate paid Order.
We may change pricing for future billing periods. Existing ongoing Clients will receive at least 30 days’ notice before a price change takes effect. A price change does not affect a billing period that has already been paid.
6. Intellectual Property and Marketing Use
Subject to full payment, ownership of the final deliverables created specifically for the Client under an Order transfers to the Client, except for Japalize Background Materials described below and any third-party materials subject to separate license terms.
Japalize retains all rights in its pre-existing and reusable materials, including templates, prompts, checklists, research methods, workflows, processes, frameworks, know-how, internal working files, tools, reusable components, and other materials developed independently of the Client-specific final deliverable (“Japalize Background Materials”). Where Japalize Background Materials are embedded in a final deliverable, the Client receives a perpetual, non-exclusive right to use them as part of that final deliverable.
Japalize may use the Client’s company name, logo, publicly available deliverables, and non-confidential results for Japalize’s website and marketing materials, including the website homepage, portfolio, case studies, proposals, social media, presentations, and other promotional materials, only with the Client’s prior written approval, including approval by email. Japalize will not publish non-public Client information or personal data for marketing purposes without appropriate permission.
7. Confidentiality, Subcontractors and Third-Party Tools
Japalize will use non-public Client information only as reasonably necessary to provide the services, administer the business relationship, protect legal rights, or comply with applicable law. We will take reasonable measures to protect confidential information. If the parties sign a separate NDA, that NDA controls to the extent it imposes more specific or stricter confidentiality obligations.
Japalize may use subcontractors and third-party service providers when reasonably necessary to perform or support the services. This may include writers, reviewers, researchers, designers, technology providers, AI-enabled tools, translation or language tools, research tools, productivity software, communication services, cloud storage, and other business systems. Information may be shared with such subcontractors and third-party service providers as reasonably necessary to perform or support the services, subject to applicable law.
Personal data and other information handled through third-party services are also subject to the Japalize Privacy Policy and, where applicable, the privacy and security terms of those third-party providers.
8. CMS, Accounts, Platforms and Direct Implementation
Unless otherwise agreed, Japalize normally delivers copy, reports, and other work in Word, Excel, or another agreed file format rather than editing the Client’s live systems directly.
Where the Client requests and Japalize agrees to work directly in a CMS, social media account, marketplace, analytics system, or other Client-controlled platform, the Client authorizes the access necessary for the agreed task and remains responsible for maintaining appropriate backups, administrator controls, and account security.
To the fullest extent permitted by law, Japalize is not responsible for loss, interruption, suspension, display problems, data loss, or other issues caused by pre-existing configurations, plugins, integrations, hosting providers, platform outages, third-party changes, algorithm or policy changes, account restrictions, security incidents outside our reasonable control, or actions taken by the Client or other third parties.
9. Marketing, SEO/AEO, Social Media and Business Results
Japalize provides localization, content, research, marketing execution, and related support using professional judgment, but does not guarantee any particular commercial or platform result. No specific level of sales, revenue, conversions, enquiries, traffic, search ranking, impressions, followers, engagement, advertising performance, partner acquisition, or other business outcome is guaranteed.
Search engines, social media platforms, marketplaces, advertising systems, and other third-party services may change their algorithms, policies, interfaces, ranking systems, or enforcement practices at any time. Japalize does not control those changes or guarantee continued availability, reach, ranking, or performance on any third-party platform.
10. Compliance, Client Approval and Professional Advice
Japalize may identify or flag potential marketing, localization, advertising, cultural, or regulatory concerns as part of the services. Such observations are provided from a marketing and localization perspective and are not legal, tax, accounting, or regulated professional advice.
The Client remains responsible for obtaining any specialist advice required for its business and for determining whether its products, services, claims, offers, promotions, disclosures, data practices, and published materials comply with applicable laws, regulations, industry rules, and platform policies.
Unless an Order expressly authorizes otherwise, the Client retains final responsibility for approving and publishing deliverables and for business decisions that bind the Client, including prices, refunds, contractual promises, legal statements, regulated claims, and other material customer commitments.
11. Client Indemnity
To the fullest extent permitted by law, the Client will indemnify and hold Japalize harmless from third-party claims, liabilities, losses, damages, and reasonable costs arising from (a) Client Materials or instructions that infringe or violate a third party’s rights; (b) inaccurate, unlawful, or misleading claims or information supplied or approved by the Client; (c) the Client’s products, services, business operations, or legal compliance; or (d) the Client’s use of deliverables outside the agreed scope or context, except to the extent the claim is caused by Japalize’s willful misconduct or gross negligence.
12. Limitation of Liability
To the fullest extent permitted by applicable law, Japalize will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, business opportunity, goodwill, reputation, anticipated savings, business interruption, or data, arising out of or related to the services.
To the fullest extent permitted by applicable law, Japalize’s total aggregate liability for any claim arising out of a specific service item, deliverable, Order, or billing cycle will not exceed the fees actually paid by the Client for the specific service item, deliverable, Order, or billing cycle directly giving rise to that claim. Fees paid for unrelated services or other billing periods are not included in that cap.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.
13. Suspension, Refusal and Termination
Japalize may refuse, suspend, or stop work where reasonably necessary because of non-payment, security concerns, unlawful or misleading instructions, suspected infringement of third-party rights, abuse, harassment, material breach of these Terms, or a request that would require Japalize to violate applicable law or a third-party platform rule.
A Client may stop future ongoing services by not purchasing or paying for the next billing period. Cancellation of a period or one-time service that has already been paid is governed by Section 2.
14. Governing Law and General Terms
These Terms and each Order are governed by the laws of Japan, without regard to conflict-of-law principles. The Tokyo District Court shall have exclusive jurisdiction as the court of first instance over any dispute arising out of or relating to these Terms or the services.
Neither party is liable for delay or failure caused by events beyond its reasonable control, except that payment obligations for services already provided are not excused. If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in effect, and failure to enforce any provision does not waive the right to enforce it later.
Japalize may update these Terms from time to time. Updated Terms apply to new Orders from their effective date. Material changes affecting future billing periods of ongoing Clients will be notified in advance where reasonably appropriate, and pricing changes remain subject to the 30-day notice rule in Section 5. These Terms, together with the applicable Order and any expressly incorporated document, form the agreement for the relevant services and replace prior discussions or communications about the same scope unless otherwise agreed in writing.