Terms of Service

Article 1 (Definitions)

Article 2 (Application of these Terms)

• These Terms shall apply to any relationships relating to the use of the Services between the Applicant or the User and the Company, and these Terms shall form the content of the Agreement.
• If there is any inconsistency or discrepancy between the contents of these Terms and the Application Form (as defined in Article 4 (Formation of Agreement), explanation on the Company’s webpage, etc. or the multibook Terms of Service (https://www.multibook.jp/terms/), the contents of these Terms shall prevail.

Article 3 (Amendment to these Terms)

• The Company may freely amend these Terms to the extent permitted by law if the Company deems it necessary. If the Company is to amend these Terms, the Company shall notify the Applicants or the Users of: (i) the fact that the Company is to amend these Terms, (ii) the content of these Terms after amendment and (iii) the timing of commencement of the application of the amended Terms, by means of posting a notice on the Company’s Updates webpage (this means the webpage with the domain of [“URL”], and if the domain, etc. of such webpage is changed for any reason, it includes the domain, etc. after such change) in the Services or by other means specified by the Company.
• If the User continues to use the Services after these Terms are amended, the User shall be deemed to have agreed to the amended these Terms.

Article 4 (Formation of Agreement)

• The Applicant shall, upon accepting the contents of these Terms, make an application for the use of the Services by submitting or transmitting to the Company the application form separately designated by the Company (the “Application Form”) and other documents in a manner specified by the Company.
• The Agreement shall be formed when the Company issues a written order confirmation or otherwise sends a notice of its acceptance of such application for use in accordance with the procedures prescribed by the Company.
• The Applicant represents and warrants that the application for the use of the Services is to be made by a duly authorized person pertaining to the application for use on the part of the Applicant, and the Company shall deem such application for use to have been made by a duly authorized person on the part of the Applicant. The Applicant and the User shall agree in advance that the Company may request the Applicant and the User to provide necessary confirmation documents or necessary information if the Company deems it necessary.
• If the Applicant falls under any of the following cases, the Company may refuse to enter into the Agreement and shall not be obligated to disclose the reason for such refusal:
  • If there is any false statement, error or missing information with respect to all or part of the information provided to the Company by the Applicant in the application for use;
  • If the Company determines that the Applicant is a person who violated a contract with the Company in the past or is a related person thereof; or
  • In addition to the foregoing cases, if the Company deems it inappropriate to enter into the Agreement with the Applicant.

Article 5 (Agreement Term)

Article 6 (Handling of User ID and Password and User Information)

• If the User is granted a user ID and password by the Company, the User shall comply with the following:
  • To strictly manage the user ID and password at the User’s responsibility in order to prevent unauthorized use or leakage, etc. of the user ID and password;
  • Not to assign, transfer, provide as security or otherwise dispose of, lend or succeed the user ID and password, or not to make an offer to do so;
  • Not to share the user ID and password with any third party and not to log in to the same user ID from multiple devices at the same time; and
  • Not to handle the user ID and password in any other manner that the Company reasonably determines is inappropriate.
• If the User finds any loss, theft, disclosure to a third party, or leakage of the user ID and password, the User shall immediately notify the Company to that effect.
• The Company shall not be liable for damage caused to the User due to unauthorized use of the user ID and password not attributable to the Company. The Company deems all acts of using the Services performed after the authentication of the user ID and password to have been performed by the User.
• If there is any change in the trade name, address, contact information or any other information provided to the Company from the User in connection with the use of the Services (the “User Information”), the User shall notify the Company thereof through the procedures specified by the Company. If the User has failed to notify the Company of a change in the User Information, the Company may assume that there has been no change in the User Information.

Article 7 (Content of the Services)

• The Services shall consist of the service to provide software relating to the Accounting Operations, Etc. for overseas businesses (the “Software Service”) and the service of outsourcing the Accounting Operations, Etc. related to overseas businesses (the “BPO Service”), which are provided by the Company. In providing the Services, the Company may use Third Party Services provided by a third party by entering into an agreement with such third party or otherwise. The Services provided by the Company may include the support of data entry work into systems, tools and other services used by the User (including Third Party Services that the User uses by entering into an agreement or otherwise).
• The User may use the cloud-based ERP software (the “Software”) provided by the Company as the Software Service.
• When using the BPO Service, the User may have the BPO Service personnel designated by the Company (this means an employee of the Company or a person to whom the Company has outsourced the business, who directly provides the BPO Service to the User; the same shall apply hereinafter) perform, on behalf of the User, the Accounting Operations, Etc. necessary for the User’s overseas subsidiaries and headquarter in conducting overseas business.
• The specific content and scope of the Services to be provided to the User shall be determined based on the content of the written order confirmation and the content agreed between the User and the Company as being the content of the Agreement in the manner set forth in Paragraph 2 of Article 4 (Formation of Agreement).

Article 8 (Terms of Service Provision (Software Service))

• Any and all relationships between the Company and the User in connection with the use of the Software Service shall be governed by the multibook Terms of Service (https://www.multibook.jp/terms/) separately established by the Company, to the extent that such terms are not inconsistent with these Terms. Provided, however, that the matters regarding the fees for using the Software, usage period, and commencement and termination of the agreement shall not be governed by the multibook Terms of Service, but by the provisions of these Terms.
• If the User wishes to use a Third Party Service that can be integrated into the Software as set forth in the Application Form or on the Company’s designated website by integrating it into the Software Service, the User shall notify the Company of the account information of such Third Party Service, and the Company shall provide the Software Service by integrating such Third Party Service into the Software.
• The use of a Third Party Service pursuant to the preceding paragraph shall be governed only by the terms of use of such Third Party Service and any other agreements between the User and the Third Party Service provider, and the Company confirms that it has no legal relationship with respect to such Third Party Service. In addition, the Company shall not be liable for any damages incurred by the User due to the use of such Third Party Service.

Article 9 (Terms of Service Provision (BPO Service))

• The Company shall provide the BPO Service through the BPO Service personnel designated by the Company for each User. The BPO Service personnel shall comprise a team of multiple persons designated by the Company and shall consider appropriate business execution methods (including details such as the time and place for executing the business; the same shall apply hereinafter) as a team in response to the User’s request from a standpoint independent from the User, and perform the business in accordance with such business execution methods. The User may not appoint the BPO Service personnel and the Company may change the BPO Service personnel without notice. Any matters concerning the business execution methods for the BPO Service shall be determined by the Company at its discretion.
• The BPO Service shall be provided with the care of a good manager and the Company does not warrant that it will meet the User’s expectations.
• With respect to the Company’s provision of the BPO Service, the User understands and agrees that the User may not instruct, control or make binding the business execution methods of the BPO Service personnel, and that the Company may not accept the User’s request or otherwise temporarily limit the provision of the BPO Service in comprehensive consideration of various factors, such as the volume and the content of work required by the User and the number and the abilities of the BPO Service personnel.
• It is acknowledged that the relationship between the Company and the User in connection with the provision of the BPO Service is a quasi-mandate agreement (jun-ininn-keiyaku) and the Company shall not be obliged to create any deliverables.

Article 10 (Service Usage Fee)

• As consideration for the use of the Services, the User shall pay the service usage fee set forth in the Application Form or webpage, etc. specified by the Company (the “Service Usage Fee”). Fees and other costs associated with the payment of the Service Usage Fee shall be borne by the User.
• The payment due date, payment method and other payment conditions of the Service Usage Fee shall be as set forth in the Application Form or webpage, etc. specified by the Company.

Article 11 (Late Payment Charge)

Article 12 (Outsourcing)

Article 13 (Intellectual Property Rights, Etc.)

• All intellectual property rights and other rights, including patent rights, utility model rights, design rights, trademark rights and copyrights (“Intellectual Property Rights, Etc.”) relating to materials, etc. prepared by the Company or the BPO Service personnel in the course of providing the Services (the “Materials, Etc.”) shall belong to the Company.
• If a claim regarding Intellectual Property Rights, Etc. (“Claim, Etc.”) arises from a third party against the User with respect to the Materials, Etc., the User shall immediately notify the Company in writing to that effect and give details of the Claim, Etc. In addition, if the occurrence of such Claim, Etc. is due to reasons attributable to the User (including, but not limited to, the case where the Company loses an opportunity to conduct an appropriate defense due to the User not immediately notifying the Company of the occurrence of the Claim, Etc. or other reasons), the User shall be liable for damages incurred by the Company due to the occurrence of such Claim, Etc.

Article 14 (Handling of Data)

• The Company shall store and manage the data provided to the Company by the User in the course of the User’s use of the Services (the “User Data”) with the care of a good manager. The User may download the User Data at its responsibility and expense during the Agreement Term and until two (2) months elapse from the end of the Agreement Term.
• After two (2) months elapse from the end of the Agreement Term, the Company shall not be obliged to retain the User Data (excluding derived data). The User confirms that the User shall implement the necessary backup of the User Data at the User’s responsibility and expense within two (2) months after the Agreement terminates and that the User may not refer to, view, manipulate, obtain or otherwise handle such data thereafter.
• The Company shall not be liable for any damage caused to the User as a result of deleting the User Data pursuant to the preceding paragraph.
• The Company may use the User Data and data generated in the course of the provision of the Services to the User by the Company (including data derived from the User Data, and together with the User Data, the “Data”) for the purposes of development, provision, maintenance and inspection of the Services, consideration and development of new services by the Company, analysis of the actual use, etc. by the User of the Services, and provision of products or services by the Company.

Article 15 (User’s Responsibility)

• The User shall be fully liable for the use of the Services and all acts in respect of the Services (including, but not limited to, the registration, viewing, deletion and transmission, etc. of information and data) and the results thereof.
• The User shall cause the User’s employees and other persons who actually use the Services (the “Actual User”) to comply with the provisions of these Terms, etc., and shall be fully liable for the use of the Services by the Actual User (including handling of the user ID and password).
• The User shall, at its responsibility and expense, prepare the User’s environment as necessary for the use of the Services and connect to the Company’s service environment.
• If the User causes any damage to a third party or receives a claim, etc. from a third party in connection with the use of the Services due to reasons attributable to the User, the User shall handle and resolve the same at the User’s responsibility and expense.
• If the User causes any damage to the Company due to the willful misconduct or negligence of the User, the User shall compensate the Company for such damages.

Article 16 (Non-Competition)

• When the User conducts or considers conducting in the future a business that is the same as, similar to or competitive with the Services provided by the Company (“Competitive Business”), the User shall not use any information and know-how, etc. learned through the use of the Services (collectively, the “Services-Related Information, Etc.”).
• The User shall not in any way engage in the act of using the Services-Related Information, Etc. in connection with a business of a third party other than the Company nor the act of becoming involved in a business of a person or entity which is currently engaged in, or is planning to engage in, a Competitive Business.
• If the User breaches any of the preceding paragraphs, the Company shall be deemed to have incurred damages in the amount equivalent to the sales proceeds the User earned by committing the act in breach of the relevant preceding paragraph (in cases where the User causes a third party to conduct a Competitive Business, the amount equivalent to the sales proceeds such third party earned by such act), and may claim compensation for damages against the User with respect to such amount of damages.

Article 17 (Non-Solicitation)

• Except as provided in the following paragraph, during the Agreement Term or until one (1) year elapses after the termination of the Agreement, the User shall not enter into a business consignment agreement, employment agreement or any other agreement similar thereto regardless of the name of such agreement (“Agreement of Business Consignment, Etc.”) with the BPO Service personnel without the Company’s involvement.
• The User may enter into an Agreement of Business Consignment, Etc. with the BPO Service personnel with the prior written consent of the Company. In such case, the Company may terminate the Agreement upon notice to the User.
• Even if the Agreement is terminated pursuant to the preceding paragraph, the Company may charge the User the usage fee for the period up to the expiration of the initial Agreement Term.
• If the User enters into an Agreement of Business Consignment, Etc. with the BPO Service personnel in violation of this Article, the User shall be liable for any and all damages incurred by the Company as a result thereof. In addition, the User agrees that a year’s worth of any and all consideration including salary and remuneration paid to the BPO Service personnel under such Agreement of Business Consignment, Etc. shall be deemed to be the damages incurred by the Company.

Article 18 (Prohibitions)

Article 19 (Warranty)

• The Company shall be responsible for the Services only to the extent set forth in these Terms, etc.
• The Company shall, in order to ensure the safety of the environment in which the Services are provided, take security measures prescribed by the Company for the environment in which the Services are provided. The Company makes no warranty that the Company will completely prevent unauthorized access to the environment in which the Services are provided or unauthorized use of the Services and that the software constituting the Services is free of defects, etc. (including, but not limited to, that the Materials, Etc. and other information accessible through the Services are not infected with computer viruses).
• The Company shall have no responsibility for ensuring the reliability, accuracy, integrity, recency, completeness, timeliness or fitness for a particular purpose, etc. with respect to the Software. In addition, the Company does not warrant that the Software will properly function when other software, etc. is used itself or in combination with the Software in the User’s environment.
• In the case where the Company uses a Third Party Service provided by a third party by entering into an agreement with such third party or otherwise in providing the Services, the Company shall have no responsibility for ensuring the reliability, accuracy, integrity, recency, completeness, timeliness or fitness for a particular purpose, etc. with respect to such Third Party Service.
• If the Company provides support, etc. for data entry work into systems, tools and other services used by the User (including Third Party Services that the User uses by entering into an agreement or otherwise), the Company shall have no responsibility for ensuring the reliability, accuracy, integrity, recency, completeness, timeliness or fitness for a particular purpose, etc., with respect to the systems, tools or other services used by the User or the results of the Company’s data entry work into such services.
• The Services provide a service that offers the use of the Software and an outsourcing service related to clerical work that is necessary for accounting purposes, and do not provide any advisory or agency service with respect to tax, accounting, legal or any other specialized fields. The Company does not warrant that the display, specifications or behavior, etc. of the Software, as well as the behavior, etc. of the BPO Service personnel are legal, accurate and reasonable in light of tax, accounting, legal or other specialized fields.

Article 20 (Limitation of Liability)

• Even in the case of any damages incurred by the User in connection with the Services due to a reason attributable to the Company, the scope of compensation for damages by the Company shall be limited to ordinary damages actually incurred by the User, and except in cases of willful misconduct on the part of the Company, the amount of compensation shall not exceed the usage fees for the past six (6) months paid by the User to the Company as consideration for the Services that caused such damages.
• Notwithstanding the provisions of the preceding paragraph, if a situation occurs where the User is subject to an investigation by or has any issues pointed out to it by the authorities in relation to laws, regulations, guidelines or practical principles, etc. that are related to taxation, accounting or legal affairs (including those in Japan and overseas) or if any other situation occurs where the User incurs an economic burden or de facto burden, the Company shall not be liable for any loss or damage incurred by the User as a result of the occurrence of such situation.
• Notwithstanding the provisions of Paragraph 1, the Company shall not be liable to compensate for loss of business opportunities and lost profits, etc. of the User, whether the claim is based on contract, tort or any other grounds.

Article 21 (Suspension and Discontinuation of the Services)

• The Company may suspend or discontinue (“Stoppage, Etc.”) the provision of all or part of the Services by giving prior notice to the User in a manner specified by the Company.
• Notwithstanding the provisions of the preceding paragraph, in the case of any of the following items, the Company may implement the Stoppage, Etc. of the provision of all or part of the Services without giving notice to the User:
  • If the Company performs maintenance work on the Services;
  • If there is a problem with the Company’s service environment;
  • If it is necessary for the protection of the life, body or property of the User or a third party;
  • If the provision of the Third Party Service that is used by the Services has been discontinued;
  • If the Company determines that the User has breached or may breach any provision of these Terms, etc.;
  • If the provision of the Services is impossible or extremely difficult due to an attack from or a wrongful act of a third party;
  • If the provision of the Services is impossible or extremely difficult due to fire, earthquake, typhoon, tsunami or other natural disaster, war, riot, civil war, terrorism, infectious disease, strike, labor dispute, order/disposition/instruction/request by a government agency or other public authority, or other force majeure; or
  • If the Company otherwise determines that it is necessary to stop the provision of all or a part of the Services.
• Even in the event of Stoppage, Etc. of the provision of all or part of the Services pursuant to this Article, the Company shall not be obliged to refund the usage fees received from the User, and shall not be liable for any disadvantage or damage incurred by the User due to Stoppage, Etc.

Article 22 (Confidential Information)

• In these Terms, “Confidential Information” means information that falls under any of the following items. In this Article, the party disclosing Confidential Information is referred to as the “Disclosing Party” and the party receiving Confidential Information is referred to as the “Receiving Party”.
  • Any business, technical or other information of the other party which has come to the knowledge of either party through or in connection with the use of the Services;
  • Any information related to the Services; and
  • Other information that should reasonably be recognized as confidential in light of socially accepted conventions.
• Notwithstanding the provisions of the preceding paragraph, information that falls under any of the following items is not considered Confidential Information:
  • Information that is already in the possession of the Receiving Party at the time of disclosure;
  • Information that is independently generated by the Receiving Party without reference to Confidential Information;
  • Information that is already in the public domain at the time of disclosure;
  • Information that comes into the public domain after disclosure by the Disclosing Party to the Receiving Party for a reason not attributable to the Receiving Party; and
  • Information that is disclosed by a duly authorized third party without a confidentiality obligation.
• The Receiving Party shall keep Confidential Information in strict confidence and shall not disclose or divulge it to any third party without the written consent of the Disclosing Party.
• Notwithstanding the preceding paragraph, the Receiving Party may disclose Confidential Information if such disclosure is required by laws and regulations or by an order, etc. of a judicial or administrative authority. Provided, however, that in such case, the Receiving Party shall give prior notice to the Disclosing Party as much as possible, and if it is difficult to give prior notice, the Receiving Party shall promptly give an after-the-fact notice.
• The Receiving Party shall not use or utilize Confidential Information for any purpose other than to exercise its rights or perform its obligations under the Agreement (the Company’s use of Confidential Information includes the use of the Data pursuant to Paragraph 4 of Article 14 (Handling of Data)).
• Upon termination or expiration of the Agreement or at the request of the Disclosing Party, the Receiving Party shall immediately return or destroy Confidential Information in accordance with the Disclosing Party’s instructions, unless otherwise provided in these Terms or in violation of any laws or regulations.

Article 23 (Handling of Personal Information)

• The Company shall handle the personal information relating to the User and any other related parties of the User received from the User in connection with the provision of the Services (“personal information” means information about an individual that is subject to the Act on the Protection of Personal Information (Act No. 57 of 2003) and other laws and regulations established for the protection of personal information in each country that apply to the information mentioned above and its use (such laws and regulations are hereinafter referred to as “laws and regulations on the protection of personal information”)) in accordance with the provisions of the privacy policy separately stipulated by the Company.
• If the Data contains personal information, the User shall expressly indicate to the Company to that effect and represents and warrants to the Company that all of the following facts are accurate and true:
  • The User is duly authorized to acquire and provide to the Company such personal information under the laws and regulations on the protection of personal information; and
  • The User has complied with the laws and regulations on the protection of personal information (including, but not limited to, obtaining the consent of the person concerned required by the laws and regulations on the protection of personal information).

Article 24 (Discontinuation of the Services)

• The Company may discontinue all or part of the Services at any time by giving notice to the User of the relevant services at least six (6) months prior to the date on which all or part of the Services will be discontinued.
• Notwithstanding the provisions of the preceding paragraph, in the case where the Company discontinues the Services due to unforeseen events or other unavoidable events such as the establishment/revision/abolishment of laws and regulations or natural disasters, and where it is impossible or extremely difficult to give six (6) months’ or more advance notice, the Company shall notify the User of such discontinuation as promptly as possible.
• If notice is given to the User by the Company in accordance with the procedures set forth in this Article, the Company shall not be liable for the consequences of the discontinuation of the Services.

Article 25 (Amendment to the Agreement)

• During the Agreement Term, the User may upgrade the Contract Plan (this means to scale up the Services provided under the Agreement) at any time in a manner specified by the Company.
• During the Agreement Term, the User may downgrade the Contract Plan (this means to scale down the Services provided under the Agreement) in a manner specified by the Company by no later than three (3) months prior to the desired date of the change. In such case, the User shall be obligated to pay the Service Usage Fee based on the original Contract Plan for the period until the downgrading of the Agreement takes effect.

Article 26 (Termination of the Agreement)

• If the User wishes to terminate the Agreement for the User’s personal reasons during the Agreement Term, the User shall notify the Company to that effect in a manner specified by the Company by six (6) months prior to the desired date of termination. In such case, the Agreement shall terminate when the User has notified the Company of the termination of the Agreement and the Company has invalidated the User’s user ID for the Services, and the User shall be obliged to pay the Service Usage Fees for the period up to the termination of the Agreement.
• If all or part of the Services are discontinued pursuant to Article 24 (Discontinuation of the Services), all or part of the Agreement between the Company and the User shall terminate at the time when the whole or the relevant part of the Services have been discontinued.
• In the event that the User falls under any of the following items, the Company may immediately terminate all or part of the Agreement without giving any notice or demand to the User:
  • If the User violates any of the prohibitions set forth in Article 18 (Prohibitions);
  • If the User fails to perform its obligations under, or violates, the Agreement and fails to perform its obligations or correct the violation within a reasonable period of time specified in the notice from the Company;
  • If the User becomes subject to seizure, provisional seizure, provisional disposition, disposition due to tax delinquency or any other disposition by a public authority with respect to its material properties, or if a petition is filed by or against the User for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings or special liquidation;
  • If the User dissolves or assigns the whole of its business, or if a resolution therefor is passed;
  • If the User becomes unable to pay its debts such as where any note or check issued or accepted by the User is dishonored;
  • If the User is penalized by a supervisory agency with suspension of its business or revocation of its business license or business registration;
  • If there occurs any material change in the User’s assets or credit standing and it is deemed likely that the User will have difficulty in performing its obligations under the Agreement; or
  • In addition to the preceding items, if any event equivalent to the preceding items occurs.
• If the User falls under any of the preceding items, all monetary obligations owed by the User to the Company automatically become due and payable and the User shall immediately repay such obligations to the Company.

Article 27 (Surviving Provisions)

Article 28 (Handling after Termination of the Agreement)

Article 29 (Elimination of Antisocial Forces)

• The User hereby represents, warrants and undertakes that it does not currently, and will not during the Agreement Term, fall under an organized crime group (boryokudan), a member of an organized crime group member (including an individual who has been a member of an organized crime group in the last five (5) years), a quasi-member of an organized crime group, a company associated with an organized crime group, a corporate racketeer or extortionist (sokaiya to), a group engaging in criminal activities under the pretext of conducting social campaigns or political activities, a crime group specializing in intellectual crimes or any other person equivalent to the foregoing (collectively, “Organized Crime Group Members”), nor any of the following items:
  • The User has any relationship in which Organized Crime Group Members are deemed to have control over the User’s management;
  • The User has any relationship in which Organized Crime Group Members are deemed to be substantially involved in the User’s management;
  • The User has any relationship in which the User is deemed to be unlawfully using Organized Crime Group Members for purposes such as seeking unfair profits for itself or third parties, or inflicting damage on third parties;
  • The User has any relationship in which the User is deemed to be offering funds to, granting favors to, or otherwise aiding and abetting, Organized Crime Group Members; or
  • An officer, or a person substantially involved in the User’s management has a relationship of such a nature with Organized Crime Group Members that might bring the User into disrepute.
• The User hereby undertakes that it shall not commit, or induce a third party to commit, any of the following acts:
  • making demands in a violent manner;
  • making unlawful demands;
  • using threatening words or behavior, or using violence, to facilitate a transaction;
  • any action which damages the Company’s reputation, or obstructs the Company’s business, by spreading false rumors, using fraudulent means, or using force; or
  • any other acts equivalent to those set forth in each Item above.
• If the User breaches the representations, warranties or undertakings set forth in the preceding two paragraphs, the Company may immediately terminate the Agreement without any notice or demand. In such case, the Company is not obliged to compensate the User for damages and may claim compensation for the damages incurred by the Company from the User.
• If the User receives any unreasonable intervention by Organized Crime Group Members in connection with the transactions under the Agreement, the User shall immediately report to the Company to that effect.

Article 30 (Notice)

• Notices relating to the Services or other notices from the Company to the User set forth under the Agreement shall be sent to the email address notified by the User to the Company in the Application Form, etc., and shall be deemed to have arrived at the time such notice is sent.
• In the case of any change in the contact information notified in the Application Form, etc., the User shall notify the Company in advance of the new contact information in a manner specified by the Company. The Company shall not be liable for any damage incurred by the User due to the User’s failure to give such notification.

Article 31 (No Assignment of Rights and Obligations)

Article 32 (Severability)

Article 33 (Consultation)

Article 34 (Governing Law and Jurisdiction)