1. About these Terms
These Terms & Conditions (the “Terms”) govern your relationship with Soken Ltd, a company registered in England and Wales under company number 15253906, with its registered office at 86-90 Paul Street, London, EC2A 4NE, United Kingdom (“Soken”, “we”, “us” or “our”). They apply to your use of our website at https://soken.io (the “Site”), our free online tools, and any paid professional services we supply to you.
These Terms are governed by the laws of England and Wales. By accessing the Site or engaging us for any service, you confirm that you have read, understood and accepted these Terms. If you are accepting on behalf of an organisation, you warrant that you have authority to bind that organisation.
We may update these Terms from time to time. The version in force is the one published on the Site on the date of your engagement or visit. Material changes will be highlighted on the Site and, where we have an existing engagement with you, communicated to you directly.
2. Our Services
Soken is a Web3 and technology consultancy offering a combination of paid professional services and free public tools.
Paid services include:
— Smart Contract Audits (Solidity, Vyper, Rust, Move, Cairo and other languages).
— Full-Stack Web3 Development (protocol, backend, frontend, infrastructure).
— Legal Consulting and Jurisdictional Advisory for Web3 projects.
— Licensing and Regulatory Analysis (EU, UK, UAE, Singapore, Cayman, BVI and other jurisdictions).
— Token Structuring, Tokenomics Review and Whitepaper drafting support.
Free tools available on the Site:
— Crypto Legal Map — an informational map of crypto regulation by jurisdiction.
— Wallet Wrapped — an analytical tool that summarises a wallet’s on-chain activity.
— Contract X-Ray — a read-only analytical tool for inspecting smart contracts.
The paid services are delivered under a separate written Statement of Work (“SoW”) or engagement letter. The free tools are made available subject to section 7 below.
3. Engagement and Fees
All paid work is scoped and priced on a per-project basis. We will issue a written Quotation or Statement of Work that describes the deliverables, timeline, assumptions, fees and payment schedule. Work on a paid engagement begins only once the SoW has been signed and the agreed initial payment (if any) has been received in cleared funds.
Unless the SoW states otherwise, fees are quoted exclusive of VAT and any other applicable taxes, duties or withholding, which are the client’s responsibility where payable. Fees are payable in GBP, USD, EUR, USDT or USDC as set out in the SoW. Bank and on-chain transaction fees are borne by the payer.
Invoices are payable within 14 days of the invoice date unless a different payment schedule is agreed in the SoW. Late payments accrue interest at 4% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend delivery of unpaid work and withhold final deliverables until all outstanding sums are paid.
4. Deliverables, Intellectual Property and Audit Report Publication
Soken retains ownership of all pre-existing tooling, methodologies, checklists, templates, heuristics, static-analysis configurations, internal libraries and know-how used to perform the services (collectively, “Soken IP”). Nothing in an engagement transfers Soken IP to the client.
The client retains ownership of its own source code, data, business information and any materials it supplies to us. On full payment, the client receives a perpetual, worldwide, non-exclusive licence to use the final deliverables produced specifically for it under the SoW for its internal business purposes and, where commercially reasonable, for onward distribution (for example, publishing an audit report alongside its protocol).
Publication of audit reports. Soken reserves the right to publish completed audit reports on its public audit-reports repository (github.com/sokenteam) and to reference the engagement in its portfolio, unless the SoW expressly provides otherwise in writing. Clients who require a private audit, NDA-only delivery, or a delayed disclosure window must state this in the SoW. Where an audit report is published, Soken may redact commercially sensitive information at the client’s reasonable request, but the substantive findings will not be altered.
5. Soken is not a law firm
Soken Ltd is not a firm of solicitors and is not authorised or regulated by the Solicitors Regulation Authority (SRA). The legal research, jurisdictional analysis, structuring advice, regulatory mapping and token-classification work we provide is professional consultancy and should be understood as such — not as formal regulated legal advice within the meaning of the Legal Services Act 2007.
Where a formal legal opinion, a signed-and-sealed memorandum, litigation advice, notarisation, or a regulated reserved legal activity is required, we work with SRA-regulated solicitors in England & Wales and with qualified local counsel in the relevant jurisdiction. We will tell you when external regulated counsel is needed and, with your consent, coordinate that engagement.
6. Soken is not FCA-authorised
Soken Ltd is not authorised or regulated by the Financial Conduct Authority (FCA). Nothing on the Site, in our deliverables, in our whitepaper reviews or in our tokenomics work is intended to constitute a financial promotion under section 21 of the Financial Services and Markets Act 2000 (FSMA), investment advice under the Regulated Activities Order, or any other regulated financial service.
Our content is produced for professional and institutional audiences and is informational in nature. You should obtain independent financial, tax and legal advice from appropriately authorised professionals before making any investment, listing, issuance or other financial decision.
7. Acceptable Use of Free Tools
The Crypto Legal Map, Wallet Wrapped and Contract X-Ray tools are provided free of charge, on an “as is” and “as available” basis, for general informational and educational purposes only. They do not constitute legal, financial, investment, tax or accounting advice, and must not be used as the sole basis for any financial, trading, listing or compliance decision.
The Crypto Legal Map presents a summary view of public regulatory information that may become out of date; regulatory positions can and do change at short notice and vary by case. Wallet Wrapped and Contract X-Ray rely on public on-chain data and heuristics; we make no warranty that their analysis is complete, accurate, current, or suitable for any particular purpose, and we expressly disclaim liability for any reliance placed on their output.
You agree not to (a) reverse engineer, scrape or bulk-extract the tools beyond fair personal use; (b) use the tools to break any law or any other person’s rights; (c) use the tools to construct malware, drainers, phishing infrastructure or any similar harmful product; or (d) misrepresent the output of the tools as an official Soken audit, legal opinion or compliance clearance.
8. Consumer rights
If you engage us as a consumer resident in the United Kingdom (rather than in the course of a business), your statutory rights under the Consumer Rights Act 2015 are preserved and are not affected by these Terms. You also have a 14-day right to cancel certain distance contracts under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, unless you have asked us to begin the service during that period and the service has been fully performed, in which case the right to cancel is lost in accordance with those regulations.
Most of our engagements are business-to-business. If this applies to you, these consumer-specific provisions do not apply, and the engagement is governed by the SoW and the remainder of these Terms.
9. Warranties
We warrant that our services will be provided with reasonable care and skill in accordance with the standards of a competent Web3 consultancy. Beyond that, and to the fullest extent permitted by law, we make no other warranties, whether express, implied or statutory, regarding the services, deliverables or free tools. In particular, we do not warrant that any audit, review or tool is exhaustive, that it will detect every defect or vulnerability, or that the output of any free tool is error-free.
10. Limitation of Liability
Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded under the laws of England and Wales.
Subject to that, our total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the services, the Site or the free tools, is limited to the total fees actually paid by you to Soken in the 12 months immediately preceding the event giving rise to the claim.
We will not be liable to you for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, loss of use of any platform or token, or for any indirect, special or consequential loss of any kind, however arising.
11. Indemnity
You will indemnify and hold Soken harmless against any third-party claims, losses, damages and reasonable legal costs arising from (a) your misuse of any deliverable or free tool, (b) your breach of these Terms or an applicable SoW, (c) your publication or distribution of material we have not approved, or (d) your failure to obtain regulatory approvals that are your responsibility under the SoW.
12. Force Majeure
Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation acts of God, war, armed conflict, civil commotion, sanctions, pandemics, strikes, failure of public networks, outages of blockchain infrastructure, compromise of third-party RPC providers, or changes in law. The affected party will notify the other promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement.
13. Confidentiality
Each party will treat information disclosed by the other as confidential if it is marked confidential or would reasonably be understood to be so (including source code, commercial terms, unreleased product plans and vulnerability findings prior to public disclosure). Confidential information may only be used for the purposes of the engagement and must be protected with at least the same standard of care each party uses for its own confidential information. These obligations continue for three years after the end of the engagement. Where the engagement requires more protective confidentiality terms, the parties will enter into a separate non-disclosure agreement (NDA), which, to the extent of any conflict, prevails over this section.
14. Termination
Either party may terminate an engagement in accordance with the termination provisions of the SoW. In the absence of specific SoW terms, either party may terminate on 14 days’ written notice, or immediately for material breach that is not cured within 14 days of written notice. On termination, any work already performed is chargeable on a pro-rata basis, and all outstanding invoices become immediately due. Sections 4 (IP), 9 (warranties), 10 (liability), 11 (indemnity), 13 (confidentiality) and 16 (governing law) survive termination.
15. Data Protection
Our processing of personal data in connection with the Site, the free tools and any engagement is governed by our Privacy Policy. Where we process personal data on your behalf as a processor under an engagement, we will agree data-processing terms that comply with Articles 28 and 44–49 of the UK GDPR.
16. Dispute Resolution and Governing Law
These Terms, any SoW, and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales. The parties will attempt in good faith to resolve any dispute through discussion between their respective project leads, escalating to senior representatives within 14 days if unresolved. Failing amicable resolution, the parties submit to the exclusive jurisdiction of the courts of England and Wales, subject to any mandatory consumer-protection rules that may apply.
17. Changes to these Terms
We may amend these Terms from time to time. The current version is always published at https://soken.io/terms-and-condition.html. For active engagements, material changes will be notified to the client by email and will not apply to work already contracted under a prior version unless expressly agreed.