These Terms of Service ("Terms") govern your access to and use of the services provided by Tokyo Design Studio Pty Ltd (ABN 94 710 735 406, ACN 655 780 224) trading as TDS ("TDS", "we", "us", "our"), including all Design as a Service subscription plans, associated websites, and any related services (collectively, the "Services").
By subscribing to any TDS plan, accessing our workspace, or otherwise engaging our Services, you ("Client", "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, you may not use the Services.
TDS provides Design as a Service (DaaS) — a creative subscription model in which clients receive access to a dedicated senior creative team for the production of graphic design, brand identity, web design, video production, photography coordination, motion graphics, and related creative services.
The specific services available to you depend on your chosen subscription plan (Growth, Scale, or Enterprise). Services are described on the TDS website at tdsaustralia.com.au/pricing/ and in any written proposal or subscription confirmation provided to you.
TDS reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, provided that existing subscriptions are honoured or reasonable notice is given to clients.
Limitations: TDS does not provide legal advice, financial advice, or services that require a regulated professional licence. Design deliverables are not guaranteed to be fit for any specific regulatory, legal, or compliance purpose unless explicitly agreed in writing.
"Unlimited" Requests and Revisions. References to "unlimited requests" and "unlimited revisions" on the TDS website refer to the number of design requests that may be submitted to the queue over the course of a subscription, not to the number of simultaneous active projects. Each plan has a defined limit on concurrent active requests (e.g., Growth: 1 active request at a time; Scale: 2 concurrent requests; Custom: as agreed). Requests are processed sequentially within these concurrency limits. "Unlimited revisions" means there is no cap on the number of revision rounds per deliverable within reasonable scope; however, revisions that constitute a materially new brief may be treated as a new request.
Subscription Commencement. Your subscription commences on the date agreed in your onboarding confirmation and continues on a month-to-month basis unless otherwise agreed in writing.
Billing. Subscriptions are billed monthly in advance. Invoices are issued at the start of each billing period and are due within seven (7) days of issue unless otherwise agreed. TDS reserves the right to suspend access to Services for invoices more than fourteen (14) days overdue.
Pricing. Subscription pricing is as stated on the TDS website or in your subscription agreement. TDS may adjust pricing with thirty (30) days written notice. Price adjustments do not apply mid-billing-period.
No Lock-In. Except for Enterprise plans with custom terms, TDS subscriptions operate on a rolling monthly basis with no minimum contract term. You may cancel, pause, upgrade, or downgrade your subscription by providing written notice prior to your next billing date.
Cancellation. To cancel your subscription, notify TDS in writing at talk@tdsdaas.one before the end of your current billing period. Cancellation takes effect at the end of the current billing month. No refunds are issued for partial months already billed.
Pausing. Clients may request to pause their subscription for up to sixty (60) days per calendar year. Paused subscriptions are not billed during the pause period. Active work in progress at the time of pause is held and resumed when the subscription is reinstated.
Ownership of Deliverables. Upon receipt of full payment for the relevant billing period, TDS assigns to the Client all intellectual property rights in the final approved design deliverables produced for that Client during that period. This includes copyright in original artworks, illustrations, and design files.
Working Files. Source files, working files, and production files (.ai, .psd, .fig, .sketch, etc.) are provided to the Client upon request at the end of each project or subscription period. TDS may retain copies of working files for internal archiving purposes.
Third-Party Assets. Certain deliverables may incorporate licensed third-party assets including stock photography, typefaces, icon libraries, and illustration sets. TDS will notify the Client of any such assets and their applicable licence terms. The Client is responsible for obtaining appropriate licences for third-party assets used in final production.
TDS Portfolio Rights. Unless the Client requests otherwise in writing, TDS reserves the right to display completed work in its portfolio, website, social media channels, and marketing materials. Specific confidentiality requests will be honoured.
Pre-Existing IP. TDS retains all rights to its pre-existing intellectual property, frameworks, processes, methodologies, and tools — including any generic templates, component libraries, or design systems not created exclusively for the Client.
By using TDS Services, you agree not to request design work that:
TDS reserves the right to decline any brief that, in our reasonable opinion, falls within the above categories or presents unacceptable legal, ethical, or reputational risk to TDS or its team members.
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, financial data, product roadmaps, client lists, and proprietary processes.
Neither party will disclose Confidential Information to any third party without the other party's prior written consent, except where required by law or regulation, or where the information is already publicly available through no fault of the receiving party.
Clients who require a specific NDA prior to commencement of work may request this by contacting talk@tdsdaas.one. Enterprise clients are typically covered by separate NDA agreements as part of their onboarding.
TDS Warranties. TDS warrants that: (a) the Services will be performed with reasonable care and skill; (b) deliverables will be original work except where third-party assets are disclosed; and (c) TDS has the right to provide the Services and assign intellectual property as described in these Terms.
Disclaimers. To the maximum extent permitted by law, TDS does not warrant that: (a) the Services will be uninterrupted, error-free, or free from delay; (b) design deliverables will achieve any particular business outcome; or (c) deliverables will be fit for any specific regulatory or compliance purpose unless expressly agreed.
Limitation of Liability. To the maximum extent permitted by applicable law, TDS's total aggregate liability to the Client for any claims arising under or in connection with these Terms shall not exceed the total subscription fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
TDS is not liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of data, or business interruption, whether arising in contract, tort, or otherwise, even if TDS has been advised of the possibility of such damages.
Termination by Client. The Client may terminate their subscription at any time by providing written notice as described in Section 3. Termination takes effect at the end of the current billing period.
Termination by TDS. TDS may terminate a Client's subscription immediately upon written notice if: (a) the Client materially breaches these Terms and fails to remedy the breach within seven (7) days of written notice; (b) the Client fails to pay any invoice within thirty (30) days of the due date; or (c) the Client engages in conduct that TDS reasonably considers harmful to TDS, its team, or third parties.
Effect of Termination. Upon termination, all outstanding invoices become immediately due. TDS will provide the Client with all completed deliverables and source files up to the termination date. Neither party will be relieved of obligations incurred prior to termination.
These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of New South Wales.
Before commencing formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days from the date of written notice of the dispute.
Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.
All notices under these Terms must be in writing and sent to:
Tokyo Design Studio Pty Ltd
ABN 94 710 735 406 · ACN 655 780 224
New South Wales, Australia
Email: talk@tdsdaas.one
Phone: +61 420 720 992
Notices sent by email are deemed received on the next business day following transmission, provided no delivery failure notification is received.
TDS may update these Terms from time to time. Material changes will be notified to active subscribers by email at least fourteen (14) days before taking effect. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.