HUE Digital Invoice Standard Terms of Service
This is the past HUE Digital Invoice Standard Terms of Service. The latest version is HERE is
Article 1 (Definition of Terms)
The meanings of the following terms used in this Agreement shall be as set forth below
(1) HUE DI: HUE DI is a service provided by Works Applications, Inc. (hereinafter referred to as the "Company") provides invoices as electronic documents (hereinafter referred to as "Invoice Data"). (1) HUE DI: means HUE Digital Invoice, a cloud invoice sending/receiving service that enables the receipt and issuance of invoices as electronic documents ("Invoice Data") provided by Works Applications, Inc.
(2) "Services": means the services (including support services or optional services) that allow you to use HUE DI within the scope of use only in accordance with each provision of these Terms and Conditions. means the services (including support services or optional services) that can be used by HUE DI within the scope of use only in accordance with the terms of this Agreement.
(3) Support Service: means the support service provided by HUE DI to the Subscriber via e-mail or the HUE DI support site "@SUPPORT" or other methods deemed appropriate by HUE DI. The Support Service shall be provided from 9:30 a.m. to 6:30 p.m., Monday through Friday, excluding national holidays and holidays of the ordering party.
(4) Optional Services: means the HUE DI Optional Services described in Attachment 2-1.
(5) Agreement: means the contract for the use of the Service established in accordance with Article 4, Paragraph 1.
(6) Prospective Subscriber: means a legal entity or organization that wishes to use the Service.
(7) Subscriber: means a legal entity or organization that has entered into this Agreement with the Company in accordance with this Agreement.
(8) Usage Fee: means the consideration for the Service as set forth in Attachment 1-1 and Attachment 2-1.
(9) Scope of Use: Means the scope of use of the Service (excluding Support Service and Optional Service) by the Subscriber as described in Attachment 1, 3 Scope of Use. (9) Scope of Use: means the generic term for each item that is within the scope or must be within the scope when the subscriber uses the Service (excluding Support Service and Optional Service) described in Attachment 1, 3 Scope of Use. Definitions, etc. of each item of the Scope of Use shall be as described in Attachment 1, 4 Usage Rules.
(10) Term of this Service: means the contract term (defined in Article 14.1) of this Agreement. (defined in Article 14, Paragraph 1).
(11) Corporation using the Service: means the corporation that has obtained the Company's consent in accordance with Article 5, Paragraph 1.
(12) "Corporation using the Service" means the Subscriber and the Corporation using the Service.
(13) Company's Service Environment: means the server environment used by the Company to provide the Service.
(14) User ID, etc.: means a user ID, password, or other information created to verify the identity of the Subscriber when using the Service.
(15) Subscriber registration information: means the application information and other information that is entered and registered on the Service Application Site or Subscriber Dedicated Site by a prospective Subscriber or Subscriber to enter into this Agreement, and subsequently added or changed on the Subscriber Dedicated Site as necessary.
(16) Subscriber's Stored Information: This means information that is recorded or stored in the SOFTBANK TELECOM service environment by the Subscriber using the Service. However, Subscriber registration information is excluded.
(17) Subscriber-related information: Information that includes the Subscriber's usage history of the Service and its contents, communication history between the Subscriber and SOFTBANK TELECOM concerning the Service and its contents, and any other information that is recorded or stored in the SOFTBANK TELECOM service environment in connection with or in the course of use of the Service by the Subscriber. altsute、means any information, including contractor-specific information。 However, subscriber registration information and subscriber saved information are excluded.
(18) Subscriber information: means Subscriber registration information, Subscriber stored information, and Subscriber related information.
(19) Service Application Site: means SOFTBANK TELECOM's website that accepts applications for use of the Service.
(20) Subscriber-specific website: means the website for the exclusive use of the Subscriber where the Subscriber can receive the Service.
(21) Target company: means a company or other business partner of the Subscriber that wishes to receive or issue invoice data using the Service.
(22) Eligible Counterparty: means a business partner of the Corporation who agrees to all of the terms and conditions of use of HUE DI as specified by the Company and is accepted by the Company, which enables the Corporation to use the Service to receive or issue invoice data. (22) Damage, etc.: means any loss or damage arising out of the use of the Service.
(23) Damages: means damages, losses, and expenses (including lost profits, indirect damages, and attorneys' fees within a reasonable range) arising out of or in connection with an event. (23) Damages, etc.: means, collectively, damages, losses and expenses (including lost profits and indirect damages and attorney's fees to the extent reasonable) arising out of or in connection with an event.
Article 2 (Notification)
- The Company may notify the Subscriber of necessary matters from time to time by posting on the Subscriber Site or Service Application Site, by sending an e-mail, or, if these are difficult, by any method the Company deems appropriate.
- The notification in the preceding paragraph shall become effective at the time when the Company sends the notification if it is made by e-mail or in writing, or at the time when the Company posts the contents of the notification on the Subscriber Site or the Service Application Site if it is made by posting on the Subscriber Site or the Service Application Site.
Article 3 (Modification of these Terms and Conditions, etc.)
- The Company may add, delete, or change the contents of this Agreement without the Subscriber's approval. When adding, deleting, or changing the contents of this Agreement, the Company shall notify the Subscriber of the contents after such addition, deletion, or change with a reasonable notice period determined by the Company at its own discretion, and such addition, deletion, or change shall take effect at the expiration of such notice period.
- Notwithstanding the provisions of the preceding paragraph, in the event of an emergency, the Company may add, delete, or modify the contents of this Agreement by notice to the Subscriber without the prior notice specified in the preceding paragraph. In this case, such addition, deletion, or modification shall become effective at the time of such notice or at the time specified in such notice.
- Notwithstanding the provisions of Paragraphs 1 and 2, a prospective subscriber who makes an application under Article 4.1 during the period in which notice of addition, deletion, or modification of the Terms and Conditions is given on the Service Application Site shall be entitled to receive a notice of the expiration of the notice period specified in Paragraph 1 or 2 even if the period from the time this Agreement is concluded to the expiration of said notice period is less than the notice period specified in said Paragraph 1 or 2. The prospective subscriber agrees that even if the period between the time the Agreement is concluded and the expiration of the advance notice period is less than the advance notice period specified in Paragraph 1 or Paragraph 2, the change shall take effect at the expiration of the advance notice period.
- Notwithstanding the provisions of Paragraph 1 and Paragraph 2, SBM may, at its own discretion, add, delete, or change the contents of this Agreement at any time if such addition, deletion, or change is minor or does not cause any particular disadvantage to the subscriber. In this case, such additions, deletions, or changes shall become effective immediately upon notification to the Subscriber.
- Notwithstanding the provisions of the preceding paragraphs, any addition, deletion, or modification of the Terms and Conditions that restricts the rights or aggravates the obligations of the Subscriber in comparison with the application of provisions of the Civil Code, Commercial Code, or other laws not related to public order, and that unilaterally harms the interests of the Subscriber in violation of the basic principles stipulated in Article 1, Paragraph 2 of the Civil Code shall be deemed to be a modification of the Terms and Conditions, This shall become effective only with the written consent of the subscriber.
- Even if the Subscriber suffers damages or other losses in connection with additions, deletions, or changes to the Terms of Use based on this Article, the Company shall not bear any responsibility to the Subscriber for such damages or other losses.
Article 4 (Formation of this Agreement)
- This Agreement is formed when a prospective subscriber submits an application for registration by sending the Company's prescribed information through the service application site (or submitting the Company's prescribed application form containing the required information, if and only if the Company separately approves) upon agreeing to all of the terms and conditions herein, and the Company notifies the prospective subscriber of its acceptance of said application. The contract is concluded when the Company notifies the applicant that it accepts the application.
- If there is a separate free-of-charge contract for HUE DI service between the subscriber and the Company (hereinafter referred to as the "Free-of-charge Contract"), the contract is concluded in principle. In principle, this Agreement shall not affect the validity of the Free Service Agreement if a separate agreement for the use of the HUE DI service (hereinafter referred to as the "Free Service Agreement") has been concluded between the Subscriber and the Company. However, notwithstanding the provisions of the Gratis Contract, MEDIASEE may terminate all or part of the Gratis Contract upon expiration of the concurrent operation period with the Services under the Contract to the extent MEDIASEE deems necessary and appropriate.
- The Company may request the prospective subscriber or subscriber who has made an application based on Paragraph 1 to provide information necessary for identification and other purposes, and the prospective subscriber or subscriber shall provide such information to the Company in accordance with such request. In addition, the Company may refuse to accept the application of a prospective subscriber or subscriber who has made an application in accordance with Paragraph 1 without disclosing the reason, and such prospective subscriber or subscriber may not raise any objection to the Company's refusal to accept such application.
- When notifying the Company of its acceptance of an application for use of the Service under Paragraph 1, the Company shall clearly indicate the date of commencement of use of the Service (hereinafter referred to as the "Service Commencement Date"), and shall give notice of such date. The Company shall make such notice by clearly indicating the date of the start of use of the Service (hereinafter referred to as the "Service Usage Commencement Date").
- If the application under Paragraph 1 is made on behalf of a corporation or other organization (hereinafter referred to as "Corporation, etc.") In the event that the application under Paragraph 1 is made on behalf of a corporation or other organization (hereinafter referred to as "Corporation, etc."), the individual making such application shall receive legal and valid authorization from such Corporation, etc. to make such application on behalf of or on behalf of such Corporation, etc.
- In the event that SBM or a third party suffers damages due to false or insufficient Subscriber registration information based on an application under Paragraph 1, the Subscriber and the individual who made such application shall be liable for all such damages.
- Even if the prospective subscriber or subscriber suffers damages due to the fact that the application made by the prospective subscriber or subscriber in accordance with Paragraph 1 did not reach the Company due to a malfunction of the communication environment or other reasons, the Company shall not be liable to the prospective subscriber or subscriber in any way for such damages.
- After this Agreement has been concluded, the Subscriber may not cancel the application described in Paragraph 1 pertaining to said Agreement, nor may he/she request a change in the terms and conditions of said Agreement. However, if the Company, after consultation with the Subscriber, determines that there is a reasonable reason, the Company may approve such cancellation or change of terms and conditions.
Article 5 (Use by the Corporation Using the Service)
- If the Subscriber wishes to have the Service used by a corporation in which it holds a majority of voting rights, the Subscriber shall notify the Company in writing or by e-mail or other electromagnetic means in advance to that effect and the name of the corporation it wishes to use, and shall obtain the Company's approval.
- In the use of the Service by the Corporation, the terms of this Agreement shall apply mutatis mutandis to the use of the Service by the Corporation, and the Company shall not assume any obligation or liability to the Corporation other than the obligations and liabilities assumed by the Company to the Subscriber based on this Agreement. The Subscriber shall make the Corporation comply with the obligations of the Subscriber set forth in the Agreement, and if the Corporation violates any of the obligations of the Subscriber set forth in the Agreement, the Subscriber shall be jointly and severally liable to the Company with the Corporation.
Article 6 (Provision of the Service)
- The Company shall provide the Service to the Subscriber with the care of a good manager in accordance with this Agreement. In order to receive invoices using the invoice receipt function of HUE DI in the Service, the Subscriber shall place an order for HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"), which is used in conjunction with the Service, and shall pay the invoice to HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"). In order to receive invoices using HUE DI's invoice receipt function in the Service, you must place an order for HUE Works Suite DX Solutions Electronic Book Maintenance ("EBM"), which is used in conjunction with the Service, in a manner separately specified by the Company.
- The details of the Service shall be determined by the Company at its discretion.
- The Service provided by the Company to the Subscriber shall be limited to the area within Japan.
- The Service shall be provided only for the purpose of use by the Subscriber for its own business (hereinafter referred to as the "Purpose"). The Subscriber may not resell the Service, provide the Service to a third party, conduct research and development, or use the Service for any purpose other than the Purpose.
- The Company may sub-consign all or part of the work related to the Service to a third party at the Company's responsibility.
- The User Company may request that the Service be used by a Target Preferred Customer by entering and registering information prescribed by the Company in the Service. Upon receipt of such request, the Company shall provide the prospective client with the necessary notice to use the Service, but shall not be obligated to consent to such use, and shall not be liable for any obligation or responsibility to allow the prospective client to use the Service before consent is given.
- The User Corporation, etc. may allow a Subject Business Partner to use the Service provided by the Company to the Subscriber only for the purpose of receiving or issuing invoice data between itself and the Subject Business Partner, to which the Company has given its consent. Other than the obligations and responsibilities borne by the Company to the Subscriber under this Agreement, the Company shall have no obligations or responsibilities to the Subject Suppliers.
- (2)The Company may, from time to time, notify the Target Company or a prospective Target Company of necessary matters in a manner the Company deems appropriate based on the information entered and registered by the Corporation. The Company shall not be liable for any damages incurred by the Subscriber due to errors in the information entered and registered by the Corporation.
- In the event that the Usage Corporation, etc. or the Applicable Counterparty (hereinafter referred to as the "Subscriber, etc.") If it is found that any of the following items applies to the Subscriber (hereinafter referred to as "Subscriber, etc."), the Company may immediately suspend provision of all or part of the Service to the Subscriber, etc. or cancel all or part of this Agreement without prior notice or demand, and the Subscriber, etc. may not make any objection to such action. The Subscriber may not make any objection to these actions.
(1) If the Subscriber violates this Agreement and such violation is not corrected within 10 business days after the Company has demanded correction of the violation
(2) If the Company reasonably determines that such violation is necessary for the operation and management of the Service
(3) If the Subscriber's use of the Service is not permitted for any reason (3) In the event that payment of usage fees or other monetary obligations to the Company by the Subscriber is not made legally and effectively regardless of the reason (including the case where such payment is found to have been made due to fraudulent use of the payment method)
(4) If any subscriber information is found to be false
(5) If the subscriber interferes with the operation of the Service by any means
(6) If we determine that there are other reasons similar to those listed in the preceding items
Article 7 (Cloud Computing Services)
In the provision of the Service, the cloud computing services provided by Amazon Web Services, Inc. ("AWS") will be used to provide the Services. In using the Service, the Subscriber shall comply with the "AWS Customer Agreement" prescribed by AWS (in the event that the name or content of the agreement has been changed, the name and content of the agreement shall be in accordance with the name and content after such change. The latest version is available at http://aws.amazon.com/jp/agreement/ listed on the.) The Subscriber agrees to and shall comply with the terms and conditions of the AWS Customer Agreement (the "AWS Customer Agreement"), which the Subscriber shall comply with.
Article 8 (Temporary Suspension of the Service)
- For the smooth operation of the Service, the Company may perform planned maintenance ("Planned Maintenance") on the Company's service environment. (hereinafter referred to as "Planned Maintenance") for the smooth operation of the Service. When performing Planned Maintenance, SBM may temporarily suspend provision of the Service, if necessary, after notifying the subscriber to that effect in advance.
- Notwithstanding the provisions of Paragraph 1, in any of the following cases, SOFTBANK TELECOM may temporarily suspend provision of the Service without prior notice to the subscriber.
(1) When urgent maintenance is performed on the Company's service environment
(2) When services are not provided by telecommunications carriers or AWS
(3) When it becomes difficult to provide this Service normally due to a significant load or failure in the Company's service environment
(4) When we determine that provision of the Service may cause damage to the Subscriber or other third parties due to data tampering, hacking, or other reasons in our service environment
(5) When war, conflict, upheaval, riot (5) When provision of the Service becomes difficult due to war, conflict, upheaval, riot, natural disaster, spread of infectious disease, or other force majeure, or measures taken in response thereto
(6) When provision of the Service becomes difficult due to fire, power failure, or other unforeseen accident, or measures taken in response thereto
(7) (8) In any other cases deemed necessary by the Company in accordance with the preceding items. - Even if the Company suspends provision of the Service in accordance with the provisions of Paragraph 1 or Paragraph 2, the Subscriber may not make any objection to such suspension. The Company shall not be liable to the Subscriber for any damage, etc. (including, but not limited to, any damage, etc. caused by or in connection with adverse effects of the interruption on data, software, or hardware other than software used to provide the Service) due to such interruption. The same shall apply hereinafter). (hereinafter the same shall apply), the Company shall not be liable to the Subscriber for any such damage, etc.
Article 9 (Subscriber's Obligation to Cooperate)
- The Subscriber shall provide the Company with information required by the Company for the provision of the Service when requested by the Company.
- In using the Service, the Subscriber shall designate a person (hereinafter referred to as the "Contact Person") who will serve as a contact person with the Company and shall notify the Company of such contact information in the manner prescribed by the Company. The subscriber shall designate a contact person (hereinafter referred to as the "Person in Charge") and shall notify the Company of the contact information in the manner prescribed by the Company. If the contact person changes, the Subscriber shall promptly notify the Company of the new contact person's contact information.
Article 10 (Principle of self-responsibility)
- Provision of the Service to the Subscriber is performed when the Subscriber connects to the Company's service environment via the network. The Subscriber shall use the telecommunications equipment, telecommunications lines (including the conclusion of a telephone usage contract, a mobile terminal usage contract, or a subscription to an Internet service provider), software, and other computer environment (hereinafter referred to as the "Service Environment") necessary to connect to the service environment of SOFTBANK TELECOM and use the Service. (hereinafter referred to as the "Client Environment"), software, and other computer environment The Subscriber shall prepare, at his/her own responsibility and expense, the telecommunications equipment, telecommunication line (including entering into a telephone use contract, entering into a mobile terminal use contract, and subscribing to an Internet service provider), software and other computer environment (hereinafter referred to as "Client Environment").
- The Subscriber agrees in advance that in order to use the Service for business processing in his/her own business environment, the Subscriber must perform the initial setup and other installation work for the Service, and that the Service cannot be used for business processing in his/her own business environment until such installation work is completed.
- The Company shall not be liable to the Subscriber for any damage caused to the Subscriber due to a malfunction accompanying the installation of software necessary for use of the Service in the client environment or any other malfunction in the client environment caused by or in connection with the Subscriber's use of the Service. The Subscriber shall not be liable for any damages.
- The Subscriber shall manage the Subscriber's registration information, user ID, etc. necessary to use the Service at its own responsibility and expense. The Subscriber shall not disclose or allow a third party to use said Subscriber registration information, user ID, etc., regardless of the method.
- Use of the Service made with a user ID, etc. shall be deemed to be made by the Subscriber who has been granted said user ID, etc. Even if the Subscriber suffers damages due to the use of a user ID by a third party other than the Subscriber, regardless of whether such use is intentional or negligent on the part of the Subscriber, the Company shall not be liable to the Subscriber for any such damages.
- If there is any change in the Subscriber's registration information, the Subscriber shall change said Subscriber's registration information without delay in accordance with the method prescribed by the Company. Even if the Company's notice to the Subscriber fails to reach the Subscriber due to the Subscriber's failure to make said change, said notice shall become effective at the time specified in Article 3, Paragraph 2. Even if the Subscriber suffers damage due to the Subscriber's failure to make said change, the Company shall not bear any responsibility to the Subscriber for said damage.
- The Subscriber shall investigate at his/her own responsibility and expense whether or not the use of the Service violates laws and regulations applicable to the Subscriber or the rules of the industry organization to which the Subscriber belongs.
- The Subscriber shall bear full responsibility for the results of his/her use of the Service, and shall be liable for any damage, etc. caused to a third party arising from or in connection with the Subscriber's use of the Service or other acts related to this Agreement (including cases where a third party suffers damage, etc. due to a breach of these Terms of Use by the Subscriber). ) If the Subscriber receives a claim, warning, inquiry, complaint, or other notification from a third party, the Subscriber shall handle and resolve the matter at the Subscriber's own responsibility and expense. In addition, if the Company receives a claim, warning, inquiry, complaint, or other notice from a third party due to or in connection with the Subscriber's use of the Service or other acts related to this Agreement, the Subscriber shall indemnify the Company for any damage, etc. caused to the Company due to or in connection with such acts.
Article 11 (Backup of Subscriber's Stored Information)
- The Subscriber shall, at its own responsibility and expense, save the same data as a backup for Subscriber-Saved Information.
- In the event of termination of this Agreement, the Subscriber shall download and retrieve said Subscriber-Stored Information at its own responsibility and expense before this Agreement is terminated. The Subscriber may not refer to, view, operate, or retrieve such Subscriber-Saved Information after the termination of this Agreement.
Article 12 (Prohibited Matters)
- With regard to the use of the Service, the Subscriber shall not perform any of the acts listed in the following items, and shall not participate in such acts by a third party. If the Subscriber commits such acts or is involved in such acts by a third party, the Subscriber shall compensate the Company for any damages, etc. incurred by the Company or a third party arising from or related to such acts.
(1) Any act that interferes or may interfere with the operation of this Service
(2) Any act that infringes or may infringe intellectual property rights, privacy or other rights of the Company or any other third party
(3) Any act that &. (3) & nbsp; Acts that violate or may violate laws or offend public order and morals
(4) Acts that violate the rules of any industry organization to which the Subscriber or the Company belongs
(5) Acts that transmit information containing computer viruses or other harmful computer programs (6) & nbsp; Acts that violate or may violate the laws and regulations of any country or region
(6) Accessing, using, acquiring, or falsifying the system or information in our service environment that the Subscriber is not authorized to access
(7) Acting reasonably to prevent adverse effects on information security in our service environment (8) Acting reasonably to prevent adverse effects on information security in our service environment (9) Acting reasonably to prevent adverse effects on information security in our service environment (7) Acts of connecting to this service environment using a client environment that does not take reasonably necessary measures to prevent adverse effects on information security
(8) Acts of transmitting data through this service that exceeds a certain data volume specified by us
(9) Acts of using this service for purposes other than this purpose (10) Acts of using this service for purposes other than this purpose (9) Acts of using the Service for purposes other than the Purpose
(10) Other acts that the Company deems inappropriate - If the Company determines that the Subscriber has committed any of the acts listed in the preceding items, the Company may, without prior notice to the Subscriber, suspend provision of the Service to the Subscriber, delete all or part of the Subscriber's stored information, or take any other measures that the Company deems appropriate.
Article 13 (Usage Fees)
- Usage fees shall be as listed in Attachment 1, 1 and Attachment 2, 1. However, the usage fees listed in Attachment 1 1 will vary in accordance with Attachment 1 4 Usage Rules, depending on the actual number calculated monthly for each item in Attachment 1 3 Scope of Use.
- The Subscriber shall pay the Usage Fees and consumption tax and local consumption tax thereon to the Company as consideration for the Service during the Service Period by means of a lump-sum remittance to the bank account designated by the Company in accordance with the payment terms described in Attachment 1 2 and Attachment 2 1. Any transfer fees required for such payment shall be borne by the subscriber.
- If the Subscriber does not pay the full amount of the usage fee by the payment due date specified in the preceding paragraph, regardless of the cause, the Company may suspend provision of the Service until such payment is completed.
- In any case (including cases where the provision of the Service is suspended based on the preceding paragraph, and cases where the Agreement is terminated for any reason before the expiration date of the Agreement Term), SOFTBANK TELECOM will not be liable for the full or partial payment of the Usage Fees. ), the Company shall not be obligated to refund all or part of the usage fees, and the Subscriber shall not be exempted from the obligation to pay the usage fees.
- If the Company changes the subscription fee, it will notify the Subscriber with a notice period of at least 2 months. The revised fee will be applied to the renewal of this Agreement in accordance with the proviso of Article 14.1 after the expiration of such notice period.
- If the Subscriber delays payment of the usage fees or any other financial obligation to the Company under this Agreement, the Subscriber shall forfeit the benefit of time with respect to all obligations owed to the Company, and shall pay to the Company a late payment penalty at the rate of 14.6% per annum from the day following the date of delay until the payment is completed. The term of this Agreement shall be the term of this Service Agreement.
Article 14 (Term of Contract)
- The contract term of this agreement shall be from the date of commencement of use of the service to the last day of the month in which the date of commencement of use of the service falls. However, unless the Subscriber or the Company expresses another intention such as termination of this Agreement in writing to the other party at least one month prior to the expiration date of the Agreement, the Agreement shall be renewed for one month under the same conditions, and the same shall apply thereafter.
- The Subscriber may not cancel or terminate this Agreement mid-term at his/her own discretion without written consent of the Company.
- The Company may discontinue providing all or part of the Service. In such a case, the Company shall notify the subscriber of such discontinuation with a notice period of at least 12 months.
- In the event that the notice prescribed in the preceding paragraph is given, the Agreement pertaining to the Service subject to such discontinuation shall be terminated at the expiration of such advance notice period, notwithstanding the provisions of Paragraph 1.
- Even if the Subscriber suffers damage or other loss from the discontinuation of the Service as specified in the preceding paragraph, the Company shall not be liable to the Subscriber in any way for such damage or other loss.
Article 15 (Cancellation)
- The Subscriber and the Company may immediately terminate this Agreement without any notice if the other party falls under any one of the following items.
(1) If the Contractor violates any of its obligations under this Agreement and fails to correct such violation within 10 business days after being notified to do so
(2) If the Contractor is subject to cancellation or suspension of business by any regulatory authority, or if any cause for such cancellation or suspension is discovered
(3) If the & (3) If the company receives an order approving seizure or compulsory execution, or delinquent taxes and public dues
(4) If the company files or receives a petition for auction, bankruptcy, civil rehabilitation, special liquidation, or commencement of corporate reorganization proceedings
(5) If the company fails to pay bills or checks or otherwise ceases to make payments or becomes insolvent
(6) In the event of suspension or discontinuance of business activities
(7) In the event of dissolution of the Company - In the event of termination of this Agreement pursuant to the preceding paragraph, the terminated party shall not make any claim against the other party who has terminated the Agreement for any damages incurred by such party as a result of such termination.
Article 16 (Handling of Our Confidential Information)
- The Subscriber shall not disclose (1) information that the Company has designated or notified the Subscriber to be confidential information, (2) the terms and conditions of this Agreement, (3) the Company's business or technical information obtained in connection with or in the course of use of the Service, (4) user IDs, etc., information concerning the occurrence of problems with the Service, error codes, and other information that the Company has provided to the Subscriber, and (5) any other information that the Company has provided to the Subscriber in connection with the Service. (4) User IDs, etc., error codes pertaining to the occurrence of problems with the Service, and other information that the Company provides only to users of the Service (hereinafter collectively referred to as the "Company's Confidential Information") ) shall not be used for any purpose other than the purpose of using the Service, and shall not be provided, disclosed, or leaked to any third party other than its own officers and employees who need to know the Company's Confidential Information in order to use the Service, without the Company's prior written consent.
- Notwithstanding the provisions of the preceding paragraph, the Subscriber may disclose the Company's Confidential Information to the Usage Corporation only to the extent necessary to use the Service for the Purpose. In such case, the Subscriber shall be responsible for ensuring that the Corporation complies with the obligations of the Subscriber stipulated in this Article.
- Notwithstanding the provisions of Paragraph 1, (1) information that was already generally known to the public when the Subscriber acquired it, (2) information that became known to the public after the Subscriber acquired it for reasons not attributable to the Subscriber, (3) information that the Subscriber acquired legally without being obliged to maintain confidentiality from a third party, and (4) information that the Subscriber acquired independently without using information obtained from the Company. (4) Information created by the Subscriber on his/her own without being obtained from the Company shall not be included in the Company's Confidential Information.
- The Subscriber shall return or destroy the Company's Confidential Information, documents and other recorded media containing or containing the Company's Confidential Information, and all copies thereof, without delay, at any time upon request by the Company.
Article 17 (Handling of Subscriber Information)
- (5) The Company may use Subscriber information for the purposes listed in the following items, and the Subscriber shall not raise any objections to such use.
(1) To sell, provide, operate, or maintain the Company's products and services (hereinafter referred to as the "Company's Products, etc.")
(2) Customization, improvement, or new development of the functions, specifications, operation, contents, etc. of the Company's products, etc., including improvement of the accuracy of the suggestion function of the Company's products, etc. and the convenience of search results
(3) Processing, editing, or processing of subscriber information (3) Creation or use of statistical data, attribute information, or other information useful for the Company's business
(4) Familiarization or sales promotion of the Company's products, etc. to users or potential users
(5) Communication with the Subscriber, billing, handling inquiries from the Subscriber, and other communications with the Subscriber
(6) Investigating or confirming the existence of reasons for breach or termination of this Agreement
(7) Analyzing data, etc. to the extent incidental or related to the purposes of each of the preceding items (including using the results of such analysis, etc. for the purposes of the preceding items)
(8) Other business execution or internal business processing of the Company (This item applies only to Subscriber-related information.) - SBM shall not provide or disclose Subscriber information to any third party except in the following cases
(1) When the written consent of the Subscriber is obtained
(2) When information that has been processed, edited, or manipulated so that a specific individual or Subscriber cannot be identified is disclosed or provided to a third party or made available to the public for the purpose of Paragraph 1
(3) When the Company's (3) When providing or entrusting the handling of information to our subsidiaries, affiliates, or subcontractors for the purpose of Paragraph 1
(4) When disclosing information to outside professionals such as lawyers and certified public accountants under a statutory duty of confidentiality or under a duty of confidentiality
(5) When necessary to comply with laws, regulations, or at the request of a court, government agency, etc. (6) When requested by a court of law, government agency, etc. - Notwithstanding the provisions of the preceding two paragraphs, subscriber information that (1) was already generally known to the public at the time of acquisition by the Company, (2) became known to the public after acquisition by the Company for reasons not attributable to the Company, (3) was legally acquired by the Company without being subject to a duty of confidentiality from a third party, or (4) was obtained by the Company (4) Information created independently by the Company without information obtained from the Subscriber may be used by the Company without limitation for the purposes specified in Paragraph 1, and the Company shall not be obligated to use such information as specified in Paragraph 2.
- When this Agreement is terminated, regardless of the cause of termination, the Company may, at its discretion, delete or dispose of Subscriber registration information and Subscriber stored information at any time, and such deletion or disposal shall, in principle, be carried out on the date 30 days have passed from the date of termination of this Agreement. Even if the Subscriber suffers any damage as a result of such deletion or disposal, the Company shall not be liable to the Subscriber for such damage. In addition, regardless of the cause of termination, the Company may, at its discretion, continue to retain the Subscriber's registration information and Subscriber's saved information after the termination of this Agreement and use them in accordance with this Article and Article 18.
- The Company may, at its own discretion, delete or dispose of Subscriber-related information at any time, whether before or after termination of this Agreement. In addition, regardless of the cause of termination, MEDINET may, at its discretion, continue to retain Subscriber-Related Information after termination of this Agreement and use it in accordance with this Article and Article 18.
Article 18 (Handling of Personal Information)
- The Company will handle the personal information contained in subscriber information and other personal information obtained from the subscriber for the provision of this service in accordance with the "Personal Information Protection Policy (URL :https://www.worksap.co.jp/privacypolicy/ )" and the Personal Information Protection Law, and will take appropriate measures to ensure the security of such information. The Company shall take appropriate measures to ensure information security and handle personal information obtained from subscribers for the purpose of providing other services.
- HUE DI may provide the personal information described in the preceding paragraph to a third party if it meets the requirements of Article 17, Paragraph 2, but even in that case, HUE DI must comply with the Personal Information Protection Law and fulfill the requirements of the said law.
Article 19 (Intellectual Property Rights)
- HUE DI and all software, documents, and other content used by the Company to provide the Service (hereinafter collectively referred to as "Software, etc.") are protected by copyrights and other intellectual property rights. The copyrights and all other intellectual property rights of HUE DI and the software, documents, and all other content used by HUE DI to provide the Services (collectively, "Software, etc.") belong to HUE DI or a third party that is a licensor that has granted HUE DI a license to use such intellectual property rights. The Subscriber shall not reverse engineer, decompile, or disassemble the Software, etc., and shall not reproduce, publicly transmit (including making transmittable), modify, alter, alter, or adapt the Software, etc., in whole or in part. The Subscriber shall not reproduce, publicly transmit (including making transmittable), modify, alter, adapt, or disclose to any third party all or part of said software, etc.
- In providing the Service, the Company may grant the Subscriber permission to use software that operates in the client environment necessary for the use of the Service. The terms and conditions regarding the installation and use of such software shall be stipulated in the terms and conditions of the license agreement prescribed by the Company, and the Subscriber shall comply with these terms and conditions.
- The service application site, Subscriber-only site, and other Company websites may display trademarks, logos, and service marks (hereinafter collectively referred to as "Trademarks, etc."). However, the Company does not grant the Subscriber or any other third party any rights regarding the use of such Trademarks, etc. or any other rights regarding such Trademarks, etc.
- Any intellectual property rights invented or created in the course of or in connection with the provision of the Service shall belong to the Company. The Subscriber shall not apply for patent rights, utility model rights, design rights, or trademark rights, or apply for registration of copyrights in connection with inventions or other intellectual property related to the Service.
- If the Subscriber violates any of the provisions of the preceding paragraphs and any problem arises, the Subscriber shall handle and solve the problem at his/her own responsibility and expense.
- Notwithstanding Article 17, Paragraph 2, the Company may disclose the name of the Subscriber for the purpose of publicizing the company introducing the Service. In this case, the Company may use the Subscriber's trademark, etc. free of charge to the extent necessary for such publication. However, the Subscriber may request the Company to suspend or delete the publication of the name or use of the trademark.
Article 20 (Scope of Subscriber's Liability and Limitation of Damages)
- With regard to the Service, the Company does not guarantee any of the matters listed in the following items, nor does it assume any obligation with regard to such matters.
(1) That the use of the Service by the Subscriber conforms to the laws and regulations applicable to the Subscriber or the internal rules of an industry organization.
(2) That the use of the Service by the Subscriber does not infringe on the intellectual property rights or other rights of any third party.
(3) That the (3) That the Service and the software, etc. used to provide the Service are suitable for the Subscriber's specific purpose of use or have specific functions or quality.
(4) That the software used to provide the Service and other software and hardware that make up the Service environment are not defective or damaged. (4) No defect or damage exists in the software and hardware used to provide the Service and other software and hardware that make up the Service Environment, and that they have a specific level of reliability, security, and efficiency.
(5) No leakage, loss, or destruction of Subscriber information, or other information security problems or accidents occur in the Service Environment, and the confidentiality, integrity, and availability of Subscriber information are maintained at all times. (6) That there will be no interruption or suspension of the Service or unavailability of the Service.
(7) That the Service will be available only to the Subscriber and not to any third party. - Even if links are provided from the Subscriber Site to third-party websites or from third-party websites to these websites, the Company shall not assume any responsibility for the third-party websites or their contents.
- In addition to the provisions of the preceding paragraphs, the Company shall not be liable to the Subscriber for any damage or loss incurred by the Subscriber in connection with the Service, except in cases of willful misconduct or gross negligence on the part of the Company.
- In the event that SBM is liable to the Subscriber for damages or compensation in connection with the Service or this Agreement, regardless of default of obligation, tort liability, or any other legal cause of claim, the scope of such liability shall be limited to ordinary damages directly and actually incurred by the Subscriber, and shall not exceed the amount of damages incurred in the most recent one-month period from the time the cause of the damage arose. The maximum amount of liability shall be limited to the total amount of the usage fees for the Service actually received from the Subscriber during the most recent one-month period from the time when the cause of damage occurred (1,000 yen if no usage fees for the Service were received during the said period). In addition, lost opportunity, business interruption, and other similar indirect damages and lost profits incurred by the subscriber or a third party shall not be included in the "ordinary damages directly and actually incurred" stipulated in this paragraph, even if the Company is aware of the possibility of such damages or is informed of such damages by the subscriber in advance.
- Notwithstanding the provisions of the paragraphs of this Article, if the Subscriber or a third party suffers damages due to reasons attributable to AWS or other subcontractors in the course of the Company's performance of its obligations to provide the Service under this Agreement, the Company shall compensate the Subscriber for such damages only if the selection of such subcontractors was intentional or grossly negligent on the part of the Company. In this case, the Company shall compensate the Subscriber for the damage. The provisions regarding the limitation of liability of the Company set forth in the preceding paragraph shall also apply to the liability based on this paragraph.
Article 21 (Exclusion of Antisocial Forces)
- (2) If the Subscriber or an officer, etc. of the Subscriber (a person who is an officer of the Subscriber or a person who has effective control of the Subscriber) commits any of the following acts against the other party The Subscriber and Company each represent to the other party that they or their officers, etc. (meaning their own officers or persons with substantial management authority) do not fall under any of the following items, and promise that they will not fall under any of the following items in the future.
(1) Being a crime syndicate, a company affiliated with a crime syndicate, a general meeting house, or a person equivalent thereto, or a member thereof (hereinafter collectively referred to as "Anti-Social Forces"). (2) Having a relationship that is deemed to involve the use of antisocial forces
(3) Having a relationship that is deemed to involve the provision of funds or favors to antisocial forces
(4) Having a relationship that is deemed to involve the provision of funds or favors to antisocial forces
(5) Having a relationship that is deemed to involve the use of funds or favors to antisocial forces (4) Having a socially reprehensible relationship with antisocial forces
(5) Using fraudulent, violent, or threatening words or deeds against the other party or the other party's related parties, either by oneself or by utilizing a third party. - If the other party commits an act in violation of the representations or warranties in the preceding paragraph, the Subscriber and the Company may terminate all or part of the agreement between the Subscriber and the Company that was concluded before or after the effective date of this Agreement (hereinafter referred to as the "Subject Agreement") without any notice. The Company may terminate all or part of the Subject Agreement between the Subscriber and the Company at the time the Agreement takes effect.
- In the event that a Subject Contract is cancelled pursuant to the provisions of the preceding paragraph, the person who has cancelled the Subject Contract shall not make any claim against the other party for damages arising from the cancellation.
- If the subject contract is terminated pursuant to the provisions of Paragraph 2, the terminated party shall compensate the other party for any damages incurred.
Article 22 (Prohibition of Assignment of Rights and Obligations)
The Subscriber and the Company shall not assign or succeed the position under this Agreement or any rights and obligations arising from this Agreement to any third party or offer them as collateral without the prior written consent of the other party.
Article 23 (Entire Agreement)
This Agreement sets forth the entire agreement between the parties hereto as of the date of execution of the Agreement, and in the event of any inconsistency or conflict between this Agreement and the contents of any oral or written communications, discussions, or agreements between the parties hereto prior to the execution of this Agreement, or the contents of any minutes, proposals, estimates, or other materials provided by either party to the other party, this Agreement shall be void. In the event of any conflict, this Agreement shall prevail.
This Agreement constitutes the entire agreement between the Subscriber and the Company with respect to the Terms and Conditions or the Services as of the date of execution of this Agreement, and any discussions or agreements, whether oral or written, between the parties prior to the execution of this Agreement, or any minutes, proposals, quotations, or other materials provided by one party to the other party, shall be deemed to be the subject matter of this Agreement. In the event of any inconsistency or conflict between this Agreement and the contents of the discussions, agreements, or minutes, proposals, estimates, or other materials provided by either party to the other party prior to the formation of this Agreement, this Agreement shall prevail.
Article 24 (Survival Clause)
Article 8 (Temporary Suspension of the Service) Paragraph 3, Article 10 (Principle of Self-Responsibility) Paragraphs 3, 5, 6, and 8, Article 11 (Backup of Subscriber-Stored Information) Paragraph 2, Article 12 (Prohibited Matters) Paragraph 2, Article 13 (Fees) Paragraphs 4 and 6, Article 14 (Contract Term) Paragraph 5, Article 15 (Termination) Paragraph 2, Article 16 (Handling of Confidential Information), Article 17 (Handling of Subscriber Information), Article 18 (Handling of Personal Information), Article 19 (Intellectual Property Rights), Article 20 (Scope of Subscriber's Liability and Limitation of Damages), Article 21 (Exclusion of Antisocial Forces) Paragraph 3 and 4, Article 22 (Prohibition of Transfer of Rights and Duties) Article 23 (Entire Agreement), this Article, Article 25 (Governing Law), and Article 26 (Consultation and Exclusive Jurisdiction) shall remain in effect even after termination of this Agreement.
Article 25 (Governing Law)
All matters relating to this Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 26 (Consultation and Exclusive Jurisdiction)
- Any matter not stipulated in this contract shall be settled amicably upon consultation between the contractor and the Company in the spirit of good faith.
- The Tokyo District Court shall have exclusive first instance jurisdiction over any and all disputes relating to this Agreement.
Supplementary Provisions
These Terms and Conditions shall be effective as of January 1, 2026.
- Date of enforcement of the first edition: February 18, 2025
- First revision effective date: January 1, 2026
Attachment 1
1. usage fee
Monthly fee: 19,000 yen (excluding tax) (subject to change in accordance with Article 13.1 of this Agreement)
2. payment terms
(1) The usage fee is due and payable on the last day of the month following the month of use.
(2) Fees will be incurred from the date of commencement of use of the Service.
(3) If the Service start date is in the middle of a month, the usage fee for that month will be calculated on a pro-rated basis.
* Usage fee for the month in question = monthly usage fee - (monthly usage fee x number of days not used / number of calendar days)
* "Days not used" is the number of days from the first day of the month to the day before the Service Start Date.
The pro-rata calculation is performed by multiplying first and dividing second, and rounding off the decimal point.
[Example]
In the case of starting use on March 16, 2025
March 16, 2025 - March 31, 2025 (for 16 days)
= 19,000 yen - (19,000 yen x 15 days / 31 days)
= 9,806 yen (excluding tax)
(4) Even if this Agreement is terminated in the middle of the contract period in accordance with the provisions of this Agreement, the usage fee for the month in question will not be reduced or refunded on a pro-rata basis, and the full amount of the usage fee for the month in question must be paid.
3. scope of usage
(1) Number of invoices received: 100 (Regardless of the number of invoices received, the invoice receipt function is not available when there is no EBM usage contract between the Subscriber and the Company, as described in the further clause of Article 6.1 of this Agreement).
(2) Number of invoices issued: 100
4. usage rules
(1) "Number of Invoices Received" means the number of invoices that the Subscriber may receive using the HUE DI's Invoice Receipt function during the Service Period (meaning the number of times "invoices received" can be received by HUE DI). means the number of invoices that can be received using HUE DI's invoice receipt function during the Service Period. If the number of invoices received using HUE DI's invoice receipt function during the Service Period exceeds 100, a fee of 130 yen (excluding tax) times the number of invoices received in excess will be automatically added to the monthly usage fee set forth in Section 1 "Usage Fee" above. The Subscriber shall pay the additional usage fee calculated in accordance with such method in a lump sum by the last day of the month following the month of such excess usage.
Example]
If the number of invoices received using HUE DI's invoice receiving function during the Service Period from April 1, 2025 to April 30, 2025 is 105, the Subscriber shall pay the additional fee of 130 yen x 5 invoices = 650 yen (excluding tax) in a lump sum by the last day of May 2025 because the number of excess invoices is 5. (2) "Number of Invoices Issued" is the number of invoices issued.
(2) "Number of Invoices Issued" means the number of invoices that the Subscriber may issue using HUE DI's invoicing function during the term of this Service (the number of times an "Issued Invoice" can be sent by HUE DI, and in the calculation thereof, the number of times a transmission error has occurred shall be included). (In calculating the number of times an invoice can be sent using the invoicing function of HUE DI, the calculation shall include the number of times a transmission error occurs). means the number of times that HUE DI is able to send "Outstanding Invoices". If the number of invoices issued by using HUE DI's invoicing function exceeds 100 invoices during the term of the Service, the Company will automatically add 100 yen (excluding tax) x the number of invoices in excess to the monthly usage fee set forth in "1. The Subscriber shall pay the additional usage fee calculated in accordance with such method in a lump sum by the last day of the month following the month of such excess usage.
Example]
If the number of invoices issued using HUE DI's invoicing function during the Service Period from April 1, 2025 to April 30, 2025 is 110, the Subscriber shall pay 100 yen x 10 invoices = 1,000 yen (excluding tax) in a lump sum by the last day of May 2025 because the number of excess invoices is 10. The payment must be made in a lump sum by the end of May 2025.
Therefore, in the example of 4(1) and 4(2), the total usage fee that must be paid in a lump sum by the end of May 2025 for the relevant period is 19,000 yen + 650 yen + 1,000 yen = 20,650 yen (excluding tax).
Attachment 2
1. HUE DI Optional Service ("Optional Service")
(1) API Linkage
(1) Basic fee
Monthly fee: 20,000 yen (excluding tax)
(2) Payment terms
Payment is due at the end of the following month, with the last day of each month as the closing date (deferred payment).
3) Offerings
This service enables the use of API linkage with external systems. The basic API integration fee includes a monthly limit of 10,000 API requests (if there are multiple linked external systems, the limit is 10,000 requests for each external system). (If there are multiple external systems linked, this means the total number of data sent and received via API requests to each external system.) If this number is exceeded, the monthly fee is 15,000 yen. If the number exceeds this limit, you will be billed automatically for 15,000 yen per month (excluding tax) per 10,000 requests. Initial setup by our company is required to use this service. Details regarding specifications, quality, and all other details of the API linkage shall be determined by the Company at its own discretion.
Example]
If the number of data sent and received through API requests during the service period from April 1, 2025 to April 30, 2025 is 10,010, the monthly limit of 10,000 requests has been exceeded, so the basic usage fee of 20,000 yen (excluding tax) plus 15,000 yen (excluding tax) per month for the excess will be charged. The basic fee of 20,000 yen (excluding tax) plus 15,000 yen (excluding tax) per month for the excess amount, i.e., 20,000 yen + 15,000 yen = 35,000 yen (excluding tax), must be paid in a lump sum by the end of May, 2025. 2.
2. HUE DI Optional Service Terms and Conditions (collectively with these Terms and Conditions, the "Terms and Conditions")
(1) This Optional Service is a service provided under these Terms and Conditions. (2) Upon the conclusion of an order and supply contract for the Optional Service (hereinafter referred to as the "Optional Service Contract"), the Company shall provide the Optional Service to the Subscriber. (2) Upon the conclusion of this Optional Service Agreement, the Company shall provide the Optional Service to the Subscriber.
(2) The Optional Service Agreement is concluded in accordance with Article 4.1.
(3) The business to which the Subscriber consigns the provision of the Optional Service to SOFTBANK TELECOM is referred to as the "Service.
(4) The Company shall perform the Work with the duty of care of a good manager in accordance with the terms and conditions of this Agreement during the period of provision of the Work, as the performance of the matters to be performed or observed by the Subscriber with respect to the Work.
(5) The Services shall be provided on a quasi-commissioned basis, and MHI makes no promises or warranties with respect to any of the following items.
(i) That the provision of the Work will enable the Work and its deliverables to be provided by the Company using HUE DI as expected or intended by the Contractor.
(ii) That, in addition to the preceding item, any work will be completed or any result will be achieved with respect to the matters to be performed by the Company under the terms of this Agreement. (ii) In addition to the preceding item, that some work is completed or some result is achieved with respect to the matters to be performed by the Company under the terms of this Agreement.