Terms of Service.

Last updated: 26 May 2026

1.About these terms

These Terms of Service ("Terms") govern your access to services provided by DCK D. GLOBAL LTD operating under the ROININJA brand. By engaging us — whether by signing a Statement of Work ("SOW"), countersigning an Engagement Letter, or paying an invoice issued by us — you ("Client") accept these Terms.

2.Definitions

• DCK / we / us — DCK D. GLOBAL LTD operating under the ROININJA brand.
• Client / you — the legal entity identified in the SOW or Engagement Letter.
• Services — the Web3 marketing services described in the SOW.
• Deliverables — work product produced by DCK specifically for the Client.
• SOW — Statement of Work setting scope, KPIs, fees, and timelines.
• KPI — the locked Key Performance Indicator described in Section 5.

3.Services

DCK provides Web3 marketing services that, depending on the engagement, may include:

• Marketing strategy and KPI planning
• Key Opinion Leader (KOL) outreach and campaign management
• Telegram, Discord, and X community management
• Content creation (long-form, social, thought leadership)
• Public relations and earned media placements
• Paid acquisition through crypto-compliant ad networks
• Token launch and listing coordination support
• Analytics, reporting, and live dashboards

The specific scope, KPIs, deliverables, and timelines for any engagement are defined in the SOW. Where these Terms conflict with a signed SOW, the SOW prevails on that specific point.

4.Fees and billing

4.1 Monthly subscription

Unless otherwise agreed in the SOW, Services are billed monthly in advance on a recurring basis.

4.2 Pass-through costs

Third-party costs (KOL fees, advertising spend, PR wire fees, tooling subscriptions) are passed through to the Client either via direct payment by Client to the third party, or with a transparent service mark-up specified in the SOW. We provide receipts on request.

4.3 Late payment

Invoices are due within 14 days of issue. Late payment may incur interest at the Bank of England base rate plus 4% per annum, calculated daily on the outstanding amount, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 Currency

All fees are stated and payable in USD unless otherwise specified in the SOW. Bank or card processing fees, if any, are the Client's responsibility.

4.5 Taxes

Fees are exclusive of VAT and any other applicable taxes, which will be added to invoices where legally required.

5.90-Day ROI Guarantee

The guarantee applies on these conditions:

• The KPI was set jointly with the Client and locked in writing at engagement start (within the SOW or attached KPI Schedule).
• The Client has met its obligations under Section 7, including timely approvals and data access.
• Performance failures attributable to Client-side factors are excluded — including token contract bugs, exchange delisting, security incidents originating with the Client, material product changes mid-engagement, or instructed strategic pivots that contradict the KPI plan.
• Macroeconomic events or jurisdiction-level regulatory shifts (e.g., a new ad ban, a sanctioned country addition) suspend the guarantee for the affected window, pro-rated.

6.7-Day Risk-Free Start

For new engagements, the first 7 days are a Risk-Free Start period. If, within 7 calendar days of the SOW start date, the Client decides not to proceed, the Client may terminate by written notice and receive a full refund of the initial deposit, less any third-party pass-through costs already incurred (e.g. KOL deposits, advertising spend that has already been live).

After Day 7, the full 90-day commitment under Section 5 takes effect.

7.Client obligations

The Client agrees to:

• Provide accurate, complete information about the Client's business, product, jurisdiction, and goals.
• Approve or reject deliverables within 3 business days of receipt; silence after 3 business days is treated as approval.
• Provide reasonable access to analytics, ad accounts, on-chain data, and other systems needed to measure the KPI.
• Notify DCK promptly of material changes (token launch dates, exchange listings, regulatory notices, security incidents).
• Comply with applicable law in the Client's jurisdiction, including securities law, AML, and advertising standards.
• Not request work that requires DCK to make false, misleading, or unlawful representations.

8.Intellectual property

8.1 Deliverables

Content, creative, and strategic Deliverables created specifically for the Client become the Client's property upon full payment of the invoice covering them. From that point, the Client receives a perpetual, worldwide, royalty-free licence to use those Deliverables for any lawful purpose.

8.2 DCK retained materials

DCK retains ownership of:

• Templates, frameworks, methodologies, and proprietary tools developed prior to or independently of the engagement.
• KOL relationships and our internal KOL network database.
• Aggregated, anonymised data and benchmarks used to refine our methodology across engagements.

8.3 Third-party content

Where Deliverables incorporate third-party content (stock images, KOL-created posts, music, etc.), licensing of that third-party content is governed by the third party's terms. DCK will identify any non-perpetual licences in the Deliverable.

8.4 Use of Client marks

The Client grants DCK a limited licence to use the Client's name, logo, and case-study data in DCK marketing materials (website, decks, social posts) unless the SOW expressly states otherwise.

9.Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in the course of the engagement, including business plans, financial information, tokenomics, customer data, and unannounced product roadmaps.

This obligation applies during the engagement and for 3 years after termination. Exceptions: information that (a) is or becomes public through no fault of the receiving party, (b) was already known to the receiving party without obligation of confidence, (c) is independently developed, (d) is required to be disclosed by law or court order (with prior notice where lawful), or (e) is disclosed with the other party's written consent.

10.Data protection

Where DCK processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement (DPA) reflecting UK GDPR and, where applicable, EU GDPR requirements. DCK's data practices in respect of Client personnel and Site visitors are described in our Privacy Policy.

11.Limitation of liability

11.1 Excluded losses

Neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, loss of goodwill, loss of anticipated savings, or loss of token or cryptocurrency value, even if advised of the possibility of such damages.

11.2 Crypto-specific exclusions

The Client acknowledges that token prices, on-chain liquidity, and Web3 metrics depend on factors outside DCK's control. DCK does not guarantee token price appreciation, listing approvals by any specific exchange, regulatory approval in any jurisdiction, or any specific outcome other than the KPI defined under Section 5.

11.3 Liability not excluded

Nothing in these Terms excludes or limits liability for: (a) fraud or fraudulent misrepresentation, (b) death or personal injury caused by negligence, (c) any liability that cannot lawfully be excluded under English law.

12.Indemnification

Each party ("Indemnifying Party") will indemnify the other against third-party claims arising from the Indemnifying Party's material breach of these Terms or applicable law, subject to:

• Prompt written notice of the claim by the indemnified party
• Reasonable cooperation in the defence (at the Indemnifying Party's cost)
• The Indemnifying Party controlling the defence and settlement
• No settlement that imposes obligations on the indemnified party without that party's consent

13.Term and termination

Engagements continue month-to-month after the initial 90-day commitment described in Section 5.

13.1 Termination for convenience

After the initial 90-day commitment, either party may terminate for convenience with 30 days' written notice.

13.2 Termination for material breach

Either party may terminate immediately by written notice if the other party commits a material breach of these Terms and fails to cure it within 14 days of receiving written notice of the breach.

13.3 Effects of termination

• The Client pays fees accrued through the termination date.
• DCK delivers any work-in-progress for which the Client has paid in full.
• DCK returns or, at the Client's option, destroys Client confidential information within 30 days, except as retained under legal obligation or in routine backups subject to ongoing confidentiality.
• Sections 8 (IP), 9 (Confidentiality), 11 (Liability), 13.3, and 16 (Governing law) survive termination.

14.Non-solicitation

For 12 months after the end of an engagement, the Client agrees not to directly solicit for employment or contracting any DCK employee or contractor who was materially involved in the Client's engagement, without DCK's prior written consent. This does not prevent: (a) general job advertisements not specifically targeted at DCK personnel, or (b) hiring an individual who applies in response to such general advertisement.

15.Force majeure

Neither party is liable for delays or failures in performance caused by events outside its reasonable control, including but not limited to: natural disasters, war, terrorism, governmental action, internet or telecommunications failures, pandemics, or large-scale blockchain protocol failures. The affected party must notify the other in writing and use reasonable efforts to mitigate. Obligations to pay accrued fees are not suspended by force majeure.

16.Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England for any disputes arising under these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

17.Notices

All notices must be in writing. Effective methods and addresses:

Notices are deemed received: by email — when sent and not bounced; by post — three business days after dispatch.

18.Miscellaneous

18.1 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

18.2 No waiver

A failure to enforce any provision is not a waiver of the right to enforce it later.

18.3 Assignment

Neither party may assign these Terms without the other's prior written consent, except that DCK may assign to an affiliate or to a successor in connection with a merger or sale of substantially all assets.

18.4 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

18.5 Entire agreement

These Terms, together with the SOW and the Privacy Policy, constitute the entire agreement between the parties on the subject matter and supersede prior agreements and understandings.

18.6 Amendments

Amendments to these Terms must be in writing and signed by authorised representatives of both parties.

18.7 Contracts (Rights of Third Parties) Act

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

For questions about these Terms: info@roininja.agency