1. Acceptance of Terms

These Terms and Conditions (hereinafter referred to as "Agreement") constitute a legally binding contract between Octoflow Inc. (hereinafter referred to as "Company") and the enterprise client (hereinafter referred to as "Client"). By engaging in business with the Company, the Client agrees to adhere to the terms and conditions set forth in this Agreement.

2. Scope of Services

The Company agrees to provide the Client with custom software development services, as detailed in the project proposal and specifications mutually agreed upon. Any modifications or alterations to the scope, timeline, or deliverables must be documented in writing and consented to by both parties.

3. Payment Terms

The Client shall make payments to the Company in accordance with the payment schedule outlined in the project proposal. Payments shall be made in Japanese Yen (JPY) and within the specified timeframes. The Company retains the right to suspend or terminate Services for non-payment or overdue payments.

4. Intellectual Property

All intellectual property rights, including software code, design, documentation, and related materials developed during the provision of Services, shall remain the exclusive property of the Company until full payment is received from the Client. Once full payment is received, the Company shall grant the Client a non-exclusive, global, royalty-free license to utilize the software developed.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information exchanged during the project. This includes but is not limited to trade secrets, technical specifications, and any other confidential materials.

6. Changes and Modifications

Any changes or modifications to the scope of work, project timeline, or specifications must be formalized in writing by both parties. Such changes may result in additional charges and adjustments to project timelines.

7. Warranties and Liability

The Company makes no express or implied warranties with regard to the Services provided. The Company shall not be held liable for any direct, indirect, incidental, or consequential damages arising from the use of the developed software. The Client agrees to indemnify and hold the Company harmless from any claims or liabilities related to the use of the software.

8. Termination

Either party may terminate this Agreement in the event of a material breach by the other party. Upon termination, the Client shall compensate the Company for all Services rendered up until the date of termination.

9. Force Majeure

Neither party shall be responsible for any delay or failure to fulfill their obligations under this Agreement due to circumstances beyond their control, including acts of nature, war, terrorism, or governmental actions.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Japan.By engaging in business with Octoflow Inc., the Client acknowledges having read, comprehended, and agreed to the terms and conditions outlined in this Agreement.

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