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Terms of Service

Last updated: [10/08/2025]

1) Agreement to Terms

These Terms of Service (“Terms”) govern your access to and use of the website located at tofido.com and any related pages (the “Site”), and any services provided by Tofido (“Tofido”, “we”, “us”, or “our”). By accessing or using the Site or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use the Site or our services.

Contact for questions: [email protected]

2) Services & Engagements

We provide design, web development, e‑commerce, hosting, maintenance, and related services. Specific engagements are governed by one or more of the following, as applicable: a written proposal, statement of work (SOW), order form, service level agreement (SLA), data processing addendum (DPA), or other written agreement between you and Tofido (collectively, “Engagement Documents”). If there is a conflict between these Terms and the Engagement Documents, the Engagement Documents control for the subject matter covered there.

3) Eligibility

You must have the legal authority to enter into these Terms. If you are using the Site or services on behalf of a company or other entity, you represent that you are authorized to bind such entity to these Terms, in which case “you” and “your” refer to that entity.

4) Acceptable Use

You agree not to misuse the Site or any services. Prohibited activities include:

  • Violating any applicable law, regulation, or third‑party rights.
  • Attempting to gain unauthorized access to systems, data, or accounts.
  • Interfering with the operation or integrity of the Site or services (e.g., malware, DDoS).
  • Submitting content that is unlawful, defamatory, infringing, deceptive, or harmful.
  • Reverse engineering, copying, or scraping the Site or any part thereof except as allowed by law.
  • Using the services to host or transmit prohibited content or to support prohibited conduct (e.g., spam, abuse, illegal activity).

5) Accounts & Security

If you create an account or we provide access credentials, you are responsible for safeguarding them and for all activities under your account. Notify us immediately of any suspected unauthorized access or security issue.

6) Content & Intellectual Property

a) Your Content

You retain ownership of the content, data, trademarks, and materials you provide to us (“Your Content”). You grant Tofido a non‑exclusive, worldwide license to use, reproduce, display, modify, and create derivative works from Your Content solely as necessary to provide the services and fulfill the engagement. You represent that you have the rights to provide Your Content for these purposes and that it does not infringe third‑party rights.

b) Project Deliverables

Unless otherwise stated in the Engagement Documents, and subject to full and final payment for the applicable engagement, Tofido assigns to you all right, title, and interest in and to the final, approved project deliverables specifically created for you (e.g., custom website code, designs, and assets), excluding any Tofido Background IP (defined below) and third‑party materials. Tofido may retain a non‑exclusive right to display non‑confidential deliverables for portfolio and marketing purposes unless you instruct otherwise in writing.

c) Tofido Background IP

“Tofido Background IP” means any pre‑existing or independently developed tools, libraries, templates, frameworks, workflows, processes, know‑how, and other materials, including enhancements or modifications thereto, that Tofido uses to deliver services. Tofido retains all rights to its Background IP. To the extent any Background IP is included in deliverables, Tofido grants you a non‑exclusive, perpetual, worldwide license to use such Background IP solely as integrated into the deliverables for your internal business purposes.

d) Third‑Party Materials

Deliverables may include third‑party software, fonts, images, or other materials subject to separate licenses or terms. You agree to comply with those terms. We will identify material third‑party dependencies where applicable.

7) Feedback

If you provide feedback, ideas, or suggestions, you grant Tofido a perpetual, worldwide, royalty‑free license to use and incorporate them without obligation, provided we do not publicly attribute your confidential feedback without permission.

8) Fees, Invoicing & Taxes

Fees, milestones, billing schedules, and payment methods are described in the applicable Engagement Documents. Unless stated otherwise, invoices are due upon receipt and considered overdue after [15/30] days. Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. You are responsible for applicable taxes (excluding Tofido’s income taxes). We may suspend work for non‑payment after notice.

9) Changes, Delays & Cooperation

Project scope changes may require timeline or fee adjustments. You will provide timely feedback, approvals, assets, and access needed to perform the services. Delays in your inputs may shift timelines and costs. We will communicate impacts promptly.

10) Confidentiality

“Confidential Information” means non‑public information disclosed by either party that is designated confidential or should reasonably be understood as confidential. Each party will protect the other’s Confidential Information and use it only for the engagement. Exceptions include information that is public, received from a third party without restriction, independently developed, or required to be disclosed by law (with notice where permitted).

11) Privacy

Your use of the Site is subject to our Privacy Policy, which explains how we collect and use personal information. For service engagements involving personal data, a Data Processing Addendum may apply where required. Contact: [email protected]

12) Warranties

Each party represents it has the authority to enter these Terms. Tofido warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Your exclusive remedy for a breach of this warranty is for Tofido to re‑perform the non‑conforming services or, if re‑performance is not commercially reasonable, issue a credit or refund for the affected portion.

Except as expressly stated, the Site and services are provided “as is” and “as available.” We disclaim all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement, to the maximum extent permitted by law.

13) Indemnification

You agree to defend, indemnify, and hold harmless Tofido and its affiliates, officers, and personnel from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Your Content, including alleged infringement or misuse; (b) your use of the Site or services in violation of these Terms or applicable law; or (c) your breach of representations, warranties, or obligations hereunder.

14) Limitation of Liability

To the maximum extent permitted by law, Tofido will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, or goodwill, arising out of or related to these Terms, the Site, or the services, even if advised of the possibility. Tofido’s aggregate liability for all claims arising out of or related to these Terms, the Site, or the services will not exceed the amounts paid by you to Tofido for the services giving rise to the claim during the twelve (12) months preceding the event.

These limits apply to the fullest extent permitted by law and do not limit liability for gross negligence, willful misconduct, or liability that cannot be excluded by law.

15) Suspension & Termination

We may suspend or terminate access to the Site or services if you violate these Terms, fail to pay amounts due, or if required by law. Either party may terminate an engagement as set out in the Engagement Documents (e.g., for material breach not cured within a specified period). Upon termination, you will pay for services rendered and approved expenses incurred through the effective termination date. Sections intended to survive (e.g., IP ownership, fees, confidentiality, limitations, indemnities) will continue.

16) Portfolio Reference

Unless otherwise agreed in writing, Tofido may reference your name and non‑confidential deliverables for portfolio and marketing purposes. You may withdraw or limit this permission by notifying us in writing.

17) Third‑Party Links & Tools

The Site may include links to third‑party websites or tools. We do not control and are not responsible for their content, policies, or availability. Use them at your own risk and review their terms and policies.

18) Changes to the Site or Terms

We may update the Site or these Terms from time to time. If changes are material, we will provide notice by posting the revised Terms with an updated “Last updated” date. Your continued use after changes become effective constitutes acceptance.

19) Governing Law; Dispute Resolution

These Terms are governed by the laws of [State/Country], excluding its conflict‑of‑laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in [City/State/Country] for any dispute not subject to arbitration.

[Optional] Any dispute arising out of or relating to these Terms or the services will be resolved by binding arbitration administered by [Arbitration Body] under its rules. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs, and the venue for arbitration will be [City/State/Country].

20) Miscellaneous

  • Entire Agreement: These Terms, together with applicable Engagement Documents, constitute the entire agreement and supersede prior understandings regarding the Site and services.
  • Order of Precedence: Engagement Documents control over conflicts with these Terms for the specific engagement.
  • Assignment: You may not assign your rights or obligations without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
  • Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, acts of government, outages, or labor disputes).
  • Notices: Send legal notices to [email protected]. Notices are deemed given when received.
  • Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
  • No Waiver: A failure to enforce a provision is not a waiver of the right to do so later.
  • Headings: Headings are for convenience and do not affect interpretation.

If you have questions about these Terms, contact: [email protected]