Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of hakamikai.com ("the Website") and all services provided by Hakami Kai ("Hakami Kai", "we", "our", "us"), a brand strategy, design, and marketing execution company operating from Mangaluru, Karnataka, India.

By accessing the Website, submitting an inquiry, signing a proposal, or engaging our services in any form, you ("you", "your", "the Client") agree to be legally bound by these Terms. If you do not agree, you must discontinue use of the Website and must not engage our services.

These Terms, together with any signed proposal, Statement of Work ("SOW"), or engagement agreement, constitute the entire agreement between you and Hakami Kai. In the event of conflict between these Terms and a signed proposal or SOW, the signed document prevails.

2. Definitions

"Agreement" means these Terms together with any signed proposal, SOW, or engagement letter between you and Hakami Kai.

"Deliverables" means all creative assets, strategy documents, reports, campaigns, designs, copy, and other outputs produced by Hakami Kai for the Client under an engagement.

"Intellectual Property" means all copyrights, trademarks, trade secrets, designs, patents, know-how, methods, processes, and any other proprietary rights, whether registered or unregistered.

"Retainer" means a recurring monthly engagement for ongoing services.

"Services" means all brand strategy, brand identity, design, digital marketing, campaign management, growth advisory, and related services offered by Hakami Kai.

"SOW" means a Statement of Work or proposal that sets out the specific scope, deliverables, timeline, and pricing for an engagement.

"Third-Party Platforms" means external platforms including Meta (Facebook and Instagram), Google Ads, LinkedIn, and any other advertising, social media, or digital platform used in the course of delivering services.

3. Services

3.1 Scope of Services

Hakami Kai offers the following categories of services:

• Brand Identity and Strategy — logo design, visual identity systems, brand guidelines, brand positioning, and messaging frameworks
• Digital Presence and Marketing — website strategy and development coordination, social media management, content creation, and paid advertising campaign management
• Growth Partner Retainer — ongoing brand strategy, marketing execution, performance optimisation, and advisory services on a monthly basis

The specific scope of work, deliverables, timelines, and fees for each engagement are defined in a signed proposal or SOW. Work commences only after the proposal is accepted and the agreed deposit or first payment is received.

3.2 Scope Changes and Additional Work

Any request for work outside the agreed scope constitutes additional work and will not be performed without a written change order or updated proposal. All additional work is subject to separate pricing and written approval from both parties before execution begins.

Verbal requests for additional work do not constitute binding scope changes. Only written confirmation from Hakami Kai authorises out-of-scope work.

3.3 Revisions

Unless otherwise specified in the SOW, each deliverable includes up to two rounds of revisions. A revision round is defined as a single consolidated set of feedback submitted in one communication. Additional revision rounds beyond the included number will be billed at Hakami Kai's then-current hourly rate, communicated to the Client before work proceeds.

Revisions are limited to refinements of the agreed brief. Fundamental changes to direction, concept, or scope after work has commenced constitute a new scope of work and will be quoted accordingly.

3.4 Client Responsibilities

The Client agrees to:

• Provide all required materials, content, access, approvals, and information in a timely manner as reasonably requested by Hakami Kai
• Designate a single point of contact for all project communications
• Provide consolidated feedback within the agreed review periods
• Ensure that all materials, assets, content, and information provided to Hakami Kai are accurate, complete, and do not infringe any third-party rights
• Obtain all necessary licences, consents, and permissions for any third-party materials provided for use in Deliverables
• Comply with the terms of service and policies of all Third-Party Platforms on which campaigns are run

Delays caused by the Client's failure to provide required inputs, approvals, or feedback may result in revised timelines. Hakami Kai shall not be liable for delays arising from Client inaction.

3.5 Platform Compliance

Hakami Kai operates campaigns strictly within the policies and guidelines of Third-Party Platforms. We reserve the right to decline or modify any creative direction, content, or campaign that, in our professional judgement, violates or risks violation of platform policies, applicable law, or professional standards.

Hakami Kai shall not be liable for campaign disapprovals, account restrictions, or penalties imposed by Third-Party Platforms, including where such outcomes arise from the Client's website content, business practices, product claims, or prior platform history.

3.6 No Guarantee of Results

Marketing and advertising outcomes depend on market conditions, platform algorithms, audience behaviour, budget levels, competitive activity, and numerous other factors outside Hakami Kai's control. Hakami Kai does not guarantee specific results including revenue growth, lead volumes, follower counts, impressions, conversion rates, return on ad spend, or any other performance metric, unless explicitly committed to in a signed SOW with defined measurement criteria.

Hakami Kai commits to applying professional skill, strategic judgement, and best-practice execution in the delivery of all services.

4. Fees, Payment, and Billing

4.1 Pricing

Fees are as set out in the signed proposal or SOW. Hakami Kai's standard service tiers are:

• Seed — Brand foundation, from USD 199
• Sprout — Brand and digital presence, from USD 599
• Surge — Full growth partner retainer, from USD 1,200 per month

All prices are exclusive of applicable taxes. Where GST is applicable, it will be added to invoices at the prevailing rate.

4.2 Payment Terms

Project-based engagements: A non-refundable deposit of 50% of the total project fee is due before work commences. The remaining 50% is due upon delivery of final Deliverables, before transfer of final files or Intellectual Property rights.

Retainer engagements: Monthly retainer fees are due in advance on the first business day of each billing month. Retainer services for any given month will not commence until payment for that month is received and cleared.

Ad spend and third-party costs: Any advertising budgets, platform fees, tool subscriptions, stock assets, or other third-party costs incurred on the Client's behalf are separate from Hakami Kai's service fees and are the Client's sole responsibility. These are billed at cost with no markup unless otherwise agreed in writing.

4.3 Payment Methods

Payments may be made via:

• India: Razorpay (UPI, NEFT, IMPS, credit/debit card)
• International: Stripe (credit/debit card, bank transfer)

Hakami Kai does not accept cash payments. All payments must be made in the currency specified in the invoice.

4.4 Late Payment

Invoices unpaid after 7 days from the due date will attract a late payment fee of 2% per month on the outstanding balance, calculated from the due date.

If payment remains outstanding after 14 days, Hakami Kai reserves the right to suspend all active services without liability until the account is brought current. Suspension does not relieve the Client of any payment obligations.

If payment remains outstanding after 30 days, Hakami Kai reserves the right to terminate the engagement, retain all deposits, and pursue recovery of outstanding amounts through appropriate legal channels.

4.5 Disputed Invoices

If the Client disputes any portion of an invoice, they must notify Hakami Kai in writing within 5 business days of the invoice date, specifying the nature of the dispute. Undisputed portions of the invoice remain payable by the original due date.

4.6 Fee Revisions

For ongoing retainer engagements, Hakami Kai may revise fees with a minimum of 30 days' written notice. The Client may terminate the retainer within the notice period without penalty if they do not accept the revised fees.

5. Intellectual Property

5.1 Client Ownership of Final Deliverables

Upon receipt of full and final payment of all amounts due under the engagement, Hakami Kai assigns to the Client all rights, title, and interest in the final Deliverables produced specifically for that Client, including all copyright subsisting therein. This assignment takes effect only upon full payment and does not apply to any intermediate drafts, concepts, or rejected options.

5.2 Hakami Kai Retained Rights

Hakami Kai retains ownership of:

• All pre-existing Intellectual Property, proprietary methodologies, frameworks, templates, processes, tools, and know-how used in the delivery of services
• All preliminary concepts, drafts, and rejected creative options
• The right to display completed work in Hakami Kai's portfolio, case studies, and marketing materials, unless the Client requests confidentiality in writing at the time of engagement

The Client is not granted any licence or rights to Hakami Kai's proprietary methodologies, frameworks, or tools.

5.3 Third-Party Assets

Where Hakami Kai licences stock photography, fonts, music, or other third-party assets for inclusion in Deliverables, ownership of such materials remains with the original licensor. The Client agrees to be bound by the terms of the applicable third-party licence and must not use such assets beyond the scope of that licence.

Hakami Kai will inform the Client of any such third-party licences and associated usage restrictions.

5.4 Client-Provided Materials

The Client warrants that all materials, content, assets, data, and information provided to Hakami Kai for use in Deliverables are owned by the Client or properly licenced, and do not infringe any third-party Intellectual Property rights or any applicable law.

The Client indemnifies Hakami Kai against all claims, losses, damages, and costs arising from any breach of this warranty.

5.5 Pre-Payment Use

The Client must not publish, distribute, or use any Deliverables — in whole or in part — before full payment has been received. Any unauthorised use of Deliverables prior to full payment constitutes copyright infringement and will be treated accordingly.

6. Confidentiality

6.1 Mutual Obligations

Each party agrees to keep confidential all non-public information received from the other party in connection with the engagement, including but not limited to business plans, financial data, strategies, client data, pricing, technical information, and creative concepts ("Confidential Information").

Neither party will disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to personnel or contractors who need to know it to perform their obligations and who are bound by equivalent confidentiality obligations.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without reference to the Confidential Information
• Must be disclosed by law, court order, or regulatory requirement — in which case the disclosing party will be notified promptly to the extent legally permissible

6.3 Duration

Confidentiality obligations survive termination of the engagement for a period of 3 years.

7. Platform Access and Credentials

7.1 Access Grant

The Client grants Hakami Kai access to advertising accounts, social media accounts, website platforms, analytics properties, and any other digital assets required to deliver the agreed services. The Client is responsible for granting appropriate access levels and revoking access upon engagement termination.

7.2 Account Ownership

All advertising accounts, social media accounts, analytics properties, pixel data, audience lists, and associated historical data are and remain the property of the Client at all times. Hakami Kai will never create ad accounts or platform assets in Hakami Kai's name on the Client's behalf.

7.3 Credential Security

The Client is responsible for the security of their own platform credentials. Hakami Kai will handle all access with reasonable care and will not share Client credentials with any unauthorised party.

7.4 Access Termination

Upon termination of the engagement, Hakami Kai will remove its access to all Client platforms within 30 days and will provide the Client with all campaign data, reports, and assets produced during the engagement.

8. Term and Termination

8.1 Project Engagements

Project-based engagements commence on the date the signed proposal and deposit are received and conclude upon delivery and acceptance of final Deliverables, or as specified in the SOW.

8.2 Retainer Engagements

Retainer engagements operate on a monthly rolling basis. Either party may terminate a retainer by providing 30 days' written notice to the other. Notice must be provided before the next billing cycle to avoid being charged for the following month. Fees paid for the current billing month at the time of notice are non-refundable.

8.3 Minimum Retainer Period

Unless otherwise agreed in the SOW, retainer engagements have a minimum initial term of 3 months. Termination before the end of the minimum term will result in all remaining fees for the minimum period becoming immediately due and payable.

8.4 Termination for Cause

Either party may terminate the engagement immediately by written notice if:

• The other party commits a material breach of the Agreement and fails to remedy it within 14 days of written notice specifying the breach
• The other party becomes insolvent, enters receivership, or ceases to operate as a going concern
• The other party engages in illegal, fraudulent, or seriously harmful conduct

Upon termination for cause by Hakami Kai, all outstanding fees and costs incurred up to the termination date become immediately due and payable. Upon termination for cause by the Client due to Hakami Kai's breach, the Client is entitled to a pro-rated refund for any prepaid services not yet delivered.

8.5 Termination for Convenience

If the Client terminates a project engagement without cause before completion, all work completed to the termination date will be invoiced at the agreed rate. The initial deposit is non-refundable. Hakami Kai will deliver all work completed to date upon receipt of all outstanding payments.

8.6 Effect of Termination

Upon termination, all unpaid fees become immediately due. Each party will return or destroy the other's Confidential Information as reasonably practicable. Provisions of this Agreement that by their nature should survive termination — including Sections 5, 6, 9, 10, 11, 12, and 14 — will continue in full force after termination.

9. Representations and Warranties

9.1 Hakami Kai Warrants That:

• It has the legal authority and capacity to enter into the Agreement
• It will deliver services with reasonable skill, care, and professional diligence consistent with industry standards
• The Deliverables produced by Hakami Kai will, to the best of its knowledge, not infringe any third-party Intellectual Property rights at the time of delivery

9.2 The Client Warrants That:

• It has the legal authority and capacity to enter into the Agreement
• All information, materials, and assets provided to Hakami Kai are accurate, complete, and do not infringe any third-party rights
• It has obtained all necessary permissions and consents to share any customer data, audience data, or third-party content provided to Hakami Kai
• Its business, products, services, and website comply with all applicable laws and platform policies
• It will not use Deliverables for any unlawful, fraudulent, misleading, or harmful purpose

10. Limitation of Liability

10.1 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, Hakami Kai shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, loss of goodwill, or reputational damage, arising from or in connection with the services or the Agreement, even if advised of the possibility of such damages.

10.2 Cap on Liability

Hakami Kai's total aggregate liability to the Client for all claims arising from or in connection with the Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to Hakami Kai in the three months immediately preceding the event giving rise to the claim.

10.3 Third-Party Platform Liability

Hakami Kai shall not be liable for any loss, damage, or cost arising from:

• Actions, decisions, or policy changes by Third-Party Platforms including Meta, Google, LinkedIn, and others
• Campaign disapprovals, account suspensions, or ad rejections by any Third-Party Platform
• Changes in platform algorithms, bidding environments, or audience targeting capabilities
• Downtime, outages, or technical failures on Third-Party Platforms
• Loss of historical campaign data, pixel data, or audiences held on Third-Party Platforms

10.4 Client-Caused Loss

Hakami Kai shall not be liable for any loss or damage arising from:

• Inaccurate, incomplete, or misleading information provided by the Client
• The Client's failure to obtain necessary licences, consents, or permissions
• The Client's failure to comply with platform policies or applicable law
• Delays caused by the Client's failure to provide required approvals or inputs
• The Client's use of Deliverables outside the agreed scope or after engagement termination without Intellectual Property transfer being completed

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Hakami Kai, its founder, contractors, and representatives from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:

• The Client's breach of any representation, warranty, or obligation under the Agreement
• Any claim that the Client's materials, content, products, services, or brand infringe the Intellectual Property rights, privacy rights, or other rights of any third party
• The Client's failure to obtain necessary consents before sharing customer data, audience data, or third-party content with Hakami Kai
• The Client's use of Deliverables in a manner not authorised by the Agreement
• Any claims by the Client's customers or third parties arising from campaigns, promotions, or content approved and directed by the Client

12. Force Majeure

Hakami Kai shall not be in breach of the Agreement or liable for any delay or failure to perform its obligations where such delay or failure results from events beyond Hakami Kai's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, governmental action, war, civil unrest, terrorism, power outages, internet or telecommunications failures, or third-party platform outages ("Force Majeure Events"), consistent with the provisions of Section 56 of the Indian Contract Act, 1872.

Hakami Kai will notify the Client of a Force Majeure Event as soon as reasonably practicable. If the Force Majeure Event continues for more than 30 days, either party may terminate the affected engagement by written notice without financial penalty to either party for the period of non-performance. Fees already paid for work completed before the Force Majeure Event shall not be refundable.

13. Non-Solicitation and Non-Compete

13.1 Non-Solicitation

During any engagement and for a period of 12 months following its termination, the Client agrees not to directly solicit, hire, or engage any employee, contractor, or collaborator of Hakami Kai who was involved in providing services to the Client.

13.2 Right to Work with Competitors

Hakami Kai reserves the right to work with any other business, including businesses in the same industry as the Client, unless an exclusivity arrangement is expressly agreed in writing in the SOW. Exclusivity, where agreed, is limited to the specific industry vertical, geographic market, and service category defined in the SOW and for the duration specified therein.

14. Acceptable Use

When accessing the Website or engaging Hakami Kai's services, you agree not to:

• Use the Website or services for any unlawful, fraudulent, or harmful purpose
• Submit false, misleading, or deceptive information
• Attempt to gain unauthorised access to Hakami Kai's systems or data
• Engage Hakami Kai to promote products, services, or content that are illegal, deceptive, harmful, discriminatory, or that violate the advertising policies of any relevant platform
• Use Deliverables in a manner that violates applicable law or the rights of any third party

Hakami Kai reserves the right to decline or terminate any engagement where the Client's business, products, or instructions require Hakami Kai to act in a manner inconsistent with platform policies, applicable law, or professional ethics.

15. Website Use

15.1 Accuracy of Information

The content on hakamikai.com is provided for general information purposes. Hakami Kai makes reasonable efforts to keep information accurate and current but does not warrant that all content is complete, accurate, or up to date at all times.

15.2 Availability

Hakami Kai does not warrant that the Website will be available at all times or free from errors. We reserve the right to modify, suspend, or discontinue the Website or any part of it without notice.

15.3 Third-Party Links

The Website may contain links to third-party websites. Hakami Kai has no control over and accepts no responsibility for the content, privacy practices, or reliability of any third-party website.

16. Privacy

Your use of the Website and engagement of our services is also governed by our Privacy Policy, available at hakamikai.com/privacy-policy, which is incorporated into these Terms by reference.

17. Governing Law

These Terms and all matters arising from or in connection with them are governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, the Copyright Act, 1957, the Trade Marks Act, 1999, and the Digital Personal Data Protection Act, 2023.

18. Dispute Resolution

18.1 Good Faith Negotiation

In the event of any dispute arising from or in connection with the Agreement, the parties will first attempt to resolve the matter through good faith negotiation. Either party may initiate this process by providing written notice of the dispute. The parties will endeavour to resolve the dispute within 30 days of such notice.

18.2 Arbitration

If the dispute cannot be resolved through negotiation within 30 days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or failing agreement within 14 days, appointed in accordance with the Act. The seat and venue of arbitration shall be Mangaluru, Karnataka, India. The language of arbitration shall be English. The award of the arbitrator shall be final and binding on both parties.

18.3 Jurisdiction

Subject to the arbitration clause above, each party submits to the exclusive jurisdiction of the competent courts of Mangaluru, Karnataka, India for any interim relief or matters not subject to arbitration.

19. General Provisions

19.1 Entire Agreement

These Terms, together with any signed proposal, SOW, or engagement agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, warranties, and agreements, whether oral or written.

19.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from the Terms. The remaining provisions will continue in full force and effect.

19.3 Waiver

No failure or delay by Hakami Kai in exercising any right under these Terms constitutes a waiver of that right. No waiver is effective unless given in writing.

19.4 Assignment

The Client may not assign, transfer, or sub-contract any rights or obligations under the Agreement without Hakami Kai's prior written consent. Hakami Kai may assign its rights and obligations to any successor entity in the event of a restructuring or acquisition, with notice to active clients.

19.5 Notices

All formal notices under these Terms must be in writing and delivered to hello@hakamikai.com (for Hakami Kai) or to the Client's registered email address on file. Notice is deemed given on the next business day after the email is sent, provided no delivery failure notification is received.

19.6 Relationship of Parties

Hakami Kai operates as an independent contractor. Nothing in these Terms creates any partnership, joint venture, agency, employment, or franchise relationship between the parties. Hakami Kai retains full discretion over the manner in which services are delivered, subject to the agreed scope and deadlines.

19.7 Amendments

Hakami Kai reserves the right to update these Terms at any time. Updated Terms will be published on the Website with a revised "Last updated" date. Active clients will be notified by email at least 14 days before any material changes take effect. Continued engagement after the effective date constitutes acceptance of the updated Terms.

19.8 Electronic Contracts

Acceptance of a proposal by email, digital signature (via DocuSign or PandaDoc), or any other electronic means constitutes a legally binding agreement under Section 10 of the Information Technology Act, 2000 and the Indian Contract Act, 1872. Electronic records and signatures have the same legal force as physical signatures.

20. Contact

For any questions, concerns, or formal notices relating to these Terms:

Hakami Kai
Mangaluru, Karnataka, India
hello@hakamikai.com
hakamikai.com