Pilot Partner Terms

TOKUGO | The Spatial Commerce Layer.

Last updated: 16 June 2026

These Pilot Partner Terms explain the terms that apply when a retailer, brand, venue, business, organisation, or commercial partner takes part in a TOKUGO pilot, demo, beta test, proof of concept, trial activation, or early partner programme.

These Pilot Partner Terms should be read together with our:

  • Terms & Conditions

  • Privacy Policy

  • Cookie Policy

  • Security Policy

TOKUGO is building the Spatial Commerce Layer — transforming cities into immersive discovery, shopping, and rewards experiences powered by Spatial AI, Augmented Reality, Location Intelligence, and real-time commerce technology.

1. Who we are

These Pilot Partner Terms are issued by:

  • Company name: TokuGo AI Ltd

  • Trading name: TOKUGO

  • Company number: 16526298

  • Registered office: 71–75 Shelton Street, Covent Garden, London, UK, WC2H 9JQ

  • Email: play@tokugo.ai

  • Website: www.tokugo.ai

For questions about these Pilot Partner Terms, please contact:

  • Email: play@tokugo.ai

2. Purpose of the pilot

TOKUGO may invite selected partners to take part in early pilots, demos, tests, or activations.

The purpose of a TOKUGO pilot may include:

  • Testing TOKUGO’s spatial commerce experience

  • Testing location-based discovery

  • Testing AR-powered brand or retail activations

  • Testing user engagement with real-world offers

  • Testing retailer, venue, or brand visibility inside TOKUGO

  • Testing campaign mechanics, rewards, and redemption flows

  • Measuring interest, engagement, footfall, and user behaviour

  • Collecting partner feedback

  • Improving the TOKUGO platform before wider commercial launch

Unless agreed otherwise in writing, the pilot is experimental and does not guarantee any specific commercial result.

3. Pilot participation

By taking part in a TOKUGO pilot, you confirm that:

  • You are authorised to represent your business, brand, venue, or organisation

  • You have the right to provide information, assets, offers, and materials to TOKUGO

  • You will provide accurate and lawful information

  • You will not submit misleading, harmful, unlawful, or infringing content

  • You understand that the pilot may be limited, experimental, and subject to change

  • You agree to cooperate reasonably with TOKUGO during the pilot

  • You agree to follow these Pilot Partner Terms

TOKUGO may accept, reject, pause, or end any pilot participation at its discretion.

4. No long-term obligation

Unless agreed otherwise in a separate written contract, participation in a TOKUGO pilot does not create:

  • A long-term commercial agreement

  • An exclusive partnership

  • A franchise relationship

  • An agency relationship

  • An employment relationship

  • A joint venture

  • A reseller agreement

  • A distribution agreement

  • An investment relationship

  • A commitment to continue after the pilot

Either party may choose not to continue after the pilot.

5. Free pilot participation

Where TOKUGO offers a pilot free of charge, this means that TOKUGO does not charge the partner a setup fee or participation fee for the agreed pilot period, unless otherwise agreed in writing.

The partner remains responsible for its own internal costs, including:

  • Staff time

  • Product costs

  • Offer fulfilment

  • Discount costs

  • Venue costs

  • Operational costs

  • Creative production costs, unless TOKUGO agrees otherwise

  • Any third-party costs approved by the partner

A free pilot does not mean that TOKUGO is responsible for funding the partner’s offers, discounts, products, services, staff, stock, or operational activity.

6. Pilot period

The pilot period will be agreed between TOKUGO and the partner by email, form, written message, pilot brief, or separate agreement.

If no specific pilot period is agreed, TOKUGO may determine the pilot period based on operational, technical, commercial, or event-related requirements.

TOKUGO may extend, shorten, pause, or end the pilot where needed for:

  • Technical reasons

  • Safety reasons

  • Legal reasons

  • Partner availability

  • Platform testing

  • User testing

  • Event timing

  • Operational needs

  • Security concerns

  • Commercial strategy

7. Partner information and materials

The partner may provide TOKUGO with information and materials for the pilot.

This may include:

  • Business name

  • Store name

  • Venue name

  • Address

  • Opening hours

  • Contact details

  • Product information

  • Service information

  • Offer details

  • Discount details

  • Pricing information

  • Product catalogue

  • Images

  • Logos

  • Brand assets

  • Campaign copy

  • Terms of offer

  • Redemption instructions

  • Social media links

  • Website links

  • Location data

  • QR codes

  • Staff instructions

The partner confirms that all submitted information and materials are accurate, lawful, authorised, and suitable for use in the pilot.

8. Partner licence to TOKUGO

By submitting information, assets, logos, images, offer details, campaign materials, or other content to TOKUGO, the partner grants TOKUGO a limited, non-exclusive, royalty-free licence to use those materials for the purpose of:

  • Setting up the pilot

  • Displaying the partner inside TOKUGO

  • Creating pilot pages, cards, maps, AR experiences, or offer displays

  • Creating pilot marketing materials

  • Creating internal presentations

  • Creating investor or partner demonstration materials

  • Measuring and reporting pilot performance

  • Promoting the existence of the pilot, unless the partner requests otherwise in writing

This licence lasts for the duration of the pilot and for a reasonable period afterwards for reporting, case study, record-keeping, and business development purposes, unless agreed otherwise in writing.

9. Use of partner name and logo

Unless the partner requests otherwise in writing, TOKUGO may refer to the partner’s name and logo in connection with the pilot.

This may include use in:

  • Pilot materials

  • TOKUGO platform previews

  • Internal presentations

  • Investor presentations

  • Demo materials

  • Social posts

  • Website updates

  • Press or partner communications

  • Case studies

TOKUGO will not claim that the partner is a long-term commercial partner, investor, sponsor, or official strategic partner unless this has been agreed in writing.

10. TOKUGO intellectual property

All TOKUGO intellectual property remains owned by TOKUGO.

This includes:

  • TOKUGO name

  • TOKUGO logo

  • TOKUGO brand assets

  • Platform designs

  • Product concepts

  • App designs

  • Website designs

  • AR experiences

  • Spatial commerce concepts

  • AI personalisation systems

  • Location intelligence systems

  • Campaign mechanics

  • Reward mechanics

  • User interface designs

  • Software

  • Code

  • Prototypes

  • Product roadmap

  • Business model

  • Strategy

  • Documentation

  • Presentations

  • Demo materials

The partner must not copy, reproduce, reverse engineer, modify, sell, license, imitate, or commercially exploit TOKUGO intellectual property without TOKUGO’s prior written permission.

11. Offers, rewards, and promotions

If the partner provides offers, discounts, rewards, vouchers, products, services, or experiences for the pilot, the partner is responsible for ensuring that they are:

  • Accurate

  • Lawful

  • Available during the stated period

  • Clearly described

  • Not misleading

  • Properly priced

  • Compliant with applicable consumer protection laws

  • Compliant with advertising and promotional rules

  • Fulfilled according to the stated terms

  • Supported by the partner’s staff, where relevant

The partner is responsible for honouring valid offers made available through the pilot, unless the offer is cancelled, withdrawn, or amended with TOKUGO’s agreement.

12. Offer terms and restrictions

The partner should clearly inform TOKUGO of any offer restrictions.

These may include:

  • Start date

  • End date

  • Expiry time

  • Stock limits

  • Minimum spend

  • Maximum redemption quantity

  • Participating locations

  • Age restrictions

  • Product exclusions

  • Service exclusions

  • Booking requirements

  • Opening hours

  • One redemption per person

  • Staff approval requirements

  • Payment requirements

  • QR code requirements

  • In-store only restrictions

  • Online only restrictions

TOKUGO may display these restrictions where practical, but the partner remains responsible for ensuring that offers are lawful, clear, and correctly honoured.

13. Redemption and fulfilment

The partner is responsible for the fulfilment of its own offers, rewards, products, services, discounts, or experiences.

This may include:

  • Training staff

  • Recognising TOKUGO users

  • Accepting valid redemption methods

  • Applying the correct discount

  • Providing the correct product or service

  • Managing stock availability

  • Handling customer questions

  • Resolving in-store issues

  • Honouring agreed pilot mechanics

TOKUGO is not responsible for the partner’s failure to fulfil an offer unless TOKUGO has expressly accepted responsibility in writing.

14. Pilot performance and reporting

TOKUGO may collect and share pilot performance information with the partner.

This may include:

  • Impressions

  • Views

  • Clicks

  • Saves

  • Unlocks

  • Redemptions

  • Engagement levels

  • Location interactions

  • Footfall indicators

  • User feedback

  • Campaign performance

  • Technical performance

  • Aggregated behavioural insights

Unless agreed otherwise, pilot reporting may be estimated, experimental, aggregated, anonymised, or based on available platform data.

TOKUGO does not guarantee that pilot data will be complete, error-free, or equivalent to audited commercial reporting.

15. Data protection and privacy

Each party must comply with applicable data protection laws.

TOKUGO will handle personal data in accordance with its Privacy Policy.

The partner must not provide personal data to TOKUGO unless:

  • The partner has a lawful basis to share it

  • The partner has provided any required privacy information

  • The partner has obtained any required consent

  • The sharing is necessary for the pilot

  • The sharing has been agreed with TOKUGO

The partner must not upload or send sensitive personal data unless TOKUGO has specifically requested it and appropriate safeguards have been agreed.

16. Location and AR safety

Because TOKUGO may involve location-based and AR experiences, safety is important.

The partner must ensure that any proposed location, offer, reward, or activation is safe and suitable for public participation.

The partner must not request or approve pilot activity that would encourage users to:

  • Enter unsafe areas

  • Enter restricted areas

  • Trespass

  • Block entrances or exits

  • Interfere with traffic

  • Cause nuisance

  • Breach venue rules

  • Breach local laws

  • Put themselves or others at risk

TOKUGO may remove, disable, or modify any location, AR experience, reward, or activation where we believe there is a safety, legal, technical, or reputational risk.

17. Partner responsibilities

The partner is responsible for:

  • Providing accurate information

  • Providing authorised brand assets

  • Keeping offers up to date

  • Informing TOKUGO of any changes

  • Honouring valid offers

  • Training relevant staff

  • Complying with consumer protection laws

  • Complying with advertising laws

  • Complying with data protection laws

  • Complying with venue and safety rules

  • Ensuring products and services are lawful and safe

  • Responding to customer or user issues related to its own offers

  • Not misusing the TOKUGO platform

  • Not copying TOKUGO intellectual property

  • Not making misleading claims about the pilot

18. TOKUGO responsibilities

During the pilot, TOKUGO will use reasonable efforts to:

  • Set up the partner’s pilot presence

  • Display approved partner information

  • Support pilot testing

  • Provide reasonable guidance

  • Monitor platform performance

  • Collect available pilot data

  • Share relevant pilot learnings where appropriate

  • Improve the TOKUGO experience

  • Communicate material pilot changes where practical

TOKUGO does not guarantee uninterrupted access, specific user numbers, specific engagement levels, specific footfall, specific sales, specific revenue, or specific commercial outcomes.

19. No guaranteed results

The partner acknowledges that the pilot is experimental.

TOKUGO does not guarantee:

  • User sign-ups

  • Footfall

  • Sales

  • Revenue

  • Redemptions

  • Customer acquisition

  • Customer retention

  • Press coverage

  • Investor interest

  • Social media engagement

  • Campaign performance

  • Technical uptime

  • Commercial conversion

  • Long-term partnership

Any forecasts, projections, examples, or expected results are illustrative only.

20. Confidentiality

During the pilot, either party may receive confidential information from the other.

Confidential information may include:

  • Business plans

  • Product roadmap

  • Technical information

  • Commercial information

  • Pricing information

  • Pilot plans

  • User insights

  • Partner lists

  • Investor materials

  • Strategy

  • Designs

  • Campaign ideas

  • Platform data

  • Non-public information

Each party agrees to keep confidential information confidential and not disclose it to third parties unless:

  • The information is already public

  • The other party gives permission

  • Disclosure is required by law

  • Disclosure is necessary to professional advisers under confidentiality obligations

  • Disclosure is necessary to operate the pilot and has been reasonably approved

21. Publicity and case studies

TOKUGO may wish to refer to pilot activity in public or private materials.

This may include:

  • Website updates

  • Investor decks

  • Partner decks

  • Case studies

  • Social posts

  • Press materials

  • Demo videos

  • Product presentations

  • Award submissions

Unless the partner requests otherwise in writing, TOKUGO may state that the partner took part in a TOKUGO pilot.

TOKUGO will not publish sensitive commercial data, confidential information, or detailed performance results without reasonable care and, where appropriate, partner approval.

22. Changes to the pilot

TOKUGO may change the pilot experience where necessary.

This may include changes to:

  • Timing

  • Features

  • Offers

  • Locations

  • User interface

  • AR experience

  • Reward mechanics

  • Reporting format

  • Technical setup

  • Partner visibility

  • Campaign mechanics

  • Redemption flow

TOKUGO will aim to communicate material changes where practical.

23. Suspension or termination

TOKUGO may suspend or end a partner’s participation in a pilot if:

  • The partner breaches these terms

  • The partner provides inaccurate or misleading information

  • The partner fails to honour valid offers

  • The partner submits unlawful or infringing content

  • The partner misuses TOKUGO intellectual property

  • The partner creates legal, safety, security, technical, reputational, or commercial risk

  • The pilot is no longer viable

  • The pilot is paused or ended for operational reasons

The partner may request to leave the pilot by contacting TOKUGO at play@tokugo.ai.

24. Limitation of liability

Nothing in these Pilot Partner Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or liability that cannot legally be excluded.

To the fullest extent permitted by law, TOKUGO is not liable for:

  • Loss of profits

  • Loss of revenue

  • Loss of business

  • Loss of contracts

  • Loss of goodwill

  • Loss of reputation

  • Loss of anticipated savings

  • Loss of data

  • Loss caused by third-party services

  • Loss caused by partner-provided information

  • Failure of a pilot to generate sales, footfall, or engagement

  • Indirect, incidental, special, or consequential loss

Unless agreed otherwise in writing, TOKUGO’s total liability arising from or in connection with a free pilot shall not exceed £100.

25. Indemnity

The partner agrees to indemnify TOKUGO against claims, losses, damages, costs, expenses, or liabilities arising from:

  • The partner’s breach of these terms

  • The partner’s submitted content

  • The partner’s offers, promotions, products, or services

  • The partner’s failure to honour valid offers

  • The partner’s infringement of third-party rights

  • The partner’s breach of consumer protection laws

  • The partner’s breach of advertising rules

  • The partner’s breach of data protection laws

  • The partner’s unsafe or unlawful pilot instructions

  • The partner’s misuse of TOKUGO intellectual property

26. Compliance with laws

The partner must comply with all applicable laws, regulations, and industry rules relating to its participation in the pilot.

This may include:

  • Consumer protection laws

  • Advertising laws

  • Pricing rules

  • Promotional marketing rules

  • Data protection laws

  • Intellectual property laws

  • Health and safety laws

  • Trading standards requirements

  • Venue rules

  • Local authority requirements

  • Sector-specific regulations

The partner is responsible for obtaining any approvals, licences, permissions, or internal authorisations required for its participation.

27. No assignment

The partner must not transfer, assign, subcontract, or delegate its participation in the pilot without TOKUGO’s prior written consent.

TOKUGO may assign or transfer its rights and obligations as part of a business restructuring, investment, acquisition, sale, or transfer of assets.

28. Entire pilot understanding

These Pilot Partner Terms, together with any agreed pilot brief, email confirmation, form submission, or separate written agreement, form the understanding between TOKUGO and the partner for the pilot.

If there is a conflict between these Pilot Partner Terms and a separate signed agreement, the signed agreement will take priority.

29. Governing law and jurisdiction

These Pilot Partner Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from or relating to these Pilot Partner Terms, the pilot, or partner participation.

30. Contact us

For questions about these Pilot Partner Terms, please contact:

  • Company: TokuGo AI Ltd

  • Trading name: TOKUGO

  • Company number: 16526298

  • Registered office: 71–75 Shelton Street, Covent Garden, London, UK, WC2H 9JQ

  • Email: play@tokugo.ai

  • Website: www.tokugo.ai

This is strong enough for the website and free pilot onboarding, but for signed LOIs or bigger retailers, you should also use a short Pilot Participation Agreement with signature fields.

Terms & Conditions ›