1. General Provision
- “the Service”: Collectively refers to viewing the Site, using matching or other functions, and providing information or performing matching through mail deliveries etc. to conduct or accept outsourcing.
- “User”: A corporation that receives the Service (including viewing the Site), regardless of whether or not they are Members
- “Member”: A corporation that has conducted the prescribed membership registration on the Site, and whose registration has been authorized by the Company
- “Client”: A corporation or individual who conducts or plans to conduct outsourcing through the Service
- “Contractor”: A corporation that accepts or plans to accept outsourcing through the Service
- “Client/Contractor”: Collectively refers to the Client and the Contractor
- “the Transaction”: The outsourcing contract and the transactions based on that contract between the Client and the Contractor that are realized through the Service
- “Remuneration”: All money (regardless of their nominal terms) related to the Transaction that is paid from the Client to the Contractor such as compensation and expenses, in exchange for outsourced work or the outcome of such outsourced work
- “Registered Information”: All information registered or provided under membership registration
- “Personal Information”: Personally identifiable information such as address, name and e-mail address
4. Membership Registration
- Registration can only be performed by the one who is to become the Member (one who owns the rights to sign contracts with other parties concerning usage of the Service and the Transaction). By registering to the Service, that registrant shall be deemed to own such rights.
- The registrant shall warrant that all Registered Information is credible, and shall be held reliable in providing accurate, credible and up-to-date contents.
- The registrant must fulfill the following qualifications and conditions to register as a Client.
- Has a valid e-mail address
- Is not already a Client of the Service
- Has never been part of or been related to anti-social groups such as organized crime groups, and never will be
- Fulfills all other conditions prescribed separately by the Company
- The Company may not authorize Client registration if the registrant is applicable to any of the items set forth below. The Company may also cancel the registration or authorization even after completing registration or authorization if it discovers any facts relevant to the Client that are applicable to the items set forth below.
- The registrant does not fulfill or no longer fulfills the qualifications and conditions required for Client registration.
- It is discovered that the registration information provided (including modifications) is false or does not correspond with the facts.
- The registrant is unable to accept e-mails sent by the Company (including cases where the registrant does not respond to the Company’s notices for a certain period).
- The Company determines that the registration is inappropriate for other reasons.
- When the Client wants to unsubscribe from the Service, they shall conduct the proceedings prescribed by the Company. However, if the Client is applicable to the conditions set forth below, they are prohibited from unsubscribing.
- The work of a transaction for which they are the Client is still in progress.
- The payment procedure of the Transaction for which they are the Client is still in progress.
- Through the Service, the Company provides the tools and platform that enable the Client and Contractor to exchange information and conclude outsourcing contracts. The Company discloses information obtained for matching purposes from Members (including but not limited to project information and profile information) to Members who are candidates for matching.
- When a Client and Contractor conclude an outsourcing contract through the Service, the Company shall not be a party concerned in the Transaction.
- Administrative work related to Remuneration payment of the Transaction from the Client to the Contractor shall be entrusted to the Company by the Client as set forth in Article 9.
- When the Contractor concludes a contract through the Service, the contract type shall be an outsourcing contract (quasi-mandate or contracting). For the Transaction, the Client may not exercise authorities of supervision, instruction or superintendence, including delivering specific supervision and instruction regarding work contents or implementation methods, or designating the Contractor’s workplace and worktime. The Client may not treat the Contractor in such a manner regardless of whether or not it is included in the contract.
- For the Service, the Company shall not check or assure any matters such as contents, performance, quality, credibility, legality, accuracy or effectiveness of the implementation or deliverables of the work for the Transaction between the Client and the Contractor. Also, the Company shall not be held reliable for any defects, issues, or non-performances etc. of such work.
- In principle, Members shall contact each other through the Service. However, this shall not necessarily apply when the Company gives prior consent to other methods of contact.
- The Company may save or use information provided by the Member through the Service in order to enhance usability of the Service, as long as individual Members or projects cannot be identified.
- The Company may introduce Client names, project names and project summaries on the Site as practices of using the Service with prior consent of the Client. However, if the Client requests non-disclosure, the Company shall discuss with the Client and take appropriate actions.
6. Service Fee
- The fee charged to the Client for using the Service (hereinafter referred to as “System Usage Fee”) shall be included in the Remuneration paid from the Client to the Contractor. The System Usage Fee is set forth in the fee list prescribed separately by the Company. The usage fee shall be calculated based on pretax Remuneration.
7. Restrictions to Direct Transactions
- The Client shall not directly pay the Remuneration for the Transaction etc. to the Contractor without prior consent from the Company.
- The Client (including those who posted a project for which it serves as a Client within the past year or whose membership was canceled within the past two years) shall not conduct transactions directly without using the Service with those who are applicable to the items set forth below. However, this may not necessarily apply if the Client and Contractor had transactions prior to using the Service, and the Transaction is for work that is directly related to such transactions.
- Is a Member of the Service
- Posted a project as a Client within the past year
- Canceled membership within the past two years
- Transactions that violate the preceding paragraph are deemed as transactions of the Service. In this case, the Client assumes an obligation to pay a penalty charge for the amount greater between three times that of the System Usage Fee that would have incurred had the Service applied (regardless of whether or not deliverables were delivered from the Contractor or payment conditions were fulfilled), and JPY3,000,000 per project.
8. Conclusion of Transaction
The outsourcing contract for the Transaction shall be concluded once the Client and Contractor have confirmed contract contents including work contents, Remuneration and deadlines, and once both express the intention to perform the Transaction in accordance with such contents.
When the contract is concluded, the Company shall be entrusted with the payment work for the Remuneration from the Client to the Contractor.
- When concluding the contract in accordance with the preceding paragraph, if the Client and Contractor need to prescribe transaction conditions aside from work contents, Remuneration and deadlines etc. as prescribed by the Company, the parties concerned shall conclude a separate agreement, and the Company shall not be concerned with the existence of such agreements or their contents, and shall not be held reliable for any damages occurring due to such agreements.
- The Client assumes an obligation to pay to the Contractor the value set forth in the outsourcing contract.
- If the Client does not perform the outsourcing contract, and the Company receives payment demands etc. from the Contractor or a third party, the Client shall defend the Company at their own expense and on their own responsibility, and shall compensate for any damages caused to the Company as a result.
9. Handling of Remuneration for the Transaction
- The Client shall entrust payment work for the Remuneration of the Transaction to the Company, and transfer the total Remuneration amount (hereinafter referred to as “Temporary Payment etc.”) to the account designated by the Company by the date prescribed separately by the Company.
- When the total amount of the Temporary Payment etc. has been transferred to the Company’s account and has not been reclaimed, and the Client expresses the will to pay the Contractor, the Company shall deduct the System Usage Fee and transfer fee, which must be borne by the Contractor, and shall be entrusted by the Client to pay the remaining amount of the Temporary Payment etc. to the Contractor on the 10th day of the month after next of the month when the Client expressed the will to pay. Even in the event that the payment is delayed or ineffective due to unfulfilled entrusted payment conditions, the Company shall not be held reliable, and the Client shall exempt the Company from responsibility.
- If any of the following items apply, the Company shall terminate the entrusted payment work for the Transaction, deduct the cancelation fee (in principle, the same amount as the System Usage Fee) and transfer fee from the Temporary Payment etc. received from the Client and reimburse the rest to the Client. In this case, the Client shall bear the cancelation fee.
- When prior to the completing the work, one of the parties concerned in the Transaction declares to the other party their intention to interrupt or terminate work, and the other party accepts or fails to express non-acceptance within a week, and the Company confirms to that effect.
- When the Transaction is canceled with the consent of both the Client/Contractor, and the Company can confirm with both the Client/Contractor to that effect.
- When one of the parties concerned in the Transaction delays fulfilling their obligations for the Transaction such as paying Remuneration or delivering deliverables, and regardless of demands from the other party or the Company to fulfill the obligation, the concerned party apparently does not fulfill the obligation within one week.
- When the Company determines that there is a conflict in understanding or dispute between the parties concerned on matters relevant to the Transaction, such as whether obligations were fulfilled in accordance with the obligation purposes of the Transaction, or regarding the contents of agreement or performance statuses.
- When the entrusted payment conditions set forth in Paragraph 1 are not fulfilled for the period of time prescribed separately by the Company.
- When the Transaction is conducted without complying with guidelines prescribed by the Company.
- The Company shall not be held reliable for payments from the Company to the Contractor or reimbursements from the Company to the Client based on this article. Such matters shall be resolved between the Client and Contractor as their direct rights and obligations.
- All taxes related to paying or receiving Remuneration for the Transaction between the Client/Contractor (including but not limited to adding/not adding consumption tax and collecting/not collecting withholding tax) and related procedures or documents shall be handled directly by the Client/Contractor. The company shall not be concerned with the handling of such tax-related matters, and shall not be held reliable for any results occurring from such handlings.
10. Intellectual Property Rights
- The Company reserves all intellectual property rights including copyrights related to images, texts, program and libraries etc. that are created, provided or authorized by the Company through or in relation with the Service.
- All images, texts and programs etc. that the Company creates, provides or posts for the Service are protected under the “Copyright Law” and the “Trademark Act” etc.
11. Intellectual Property Rights and Their Usage Regarding Deliverables etc. of the Transaction
The Client and Contractor shall prescribe the handling of intellectual property rights such as copyrights related to deliverables that the Contractor delivers to the Client through the Transaction. The Company shall not be involved in the handling of intellectual property rights.
12. Complying with Laws and Regulations Regarding Outsourcing
In using the Service and performing transactions through the Service, Members shall comply with related laws, regulations and guidelines including the “Copyright Law”, “Patent Act”, “Unfair Competition Prevention Act”, and “Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors and Tax Act.”
13. Managing ID and Password
The Member shall adequately manage the registered ID and password on one’s own responsibility and take measures to prevent fraudulent use of the ID and password.
14. Handling of Confidential Information
- When Members contact each other through the Service, the Member must retain the information disclosed by the other party (hereinafter referred to as “the Disclosing Party”) as confidential information, and shall not disclose or divulge the information to third parties or use the information for purposes other than such confidential information disclosure purposes without the prior written consent of the Disclosing Party.
- The types of information prescribed in the items set forth below shall not be treated as confidential information.
- Any information that can be proved to have been duly possessed by the disclosed party prior to the disclosure by the Disclosing Party
- Any information that was publicly known prior to the disclosure by the Disclosing Party
- Any information that becomes publicly known after the disclosure by the Disclosing Party without any fault of the disclosed party
- Any information that is duly obtained by the disclosed party from a third party with legitimate rights without assuming obligations of confidentiality
- Any information developed independently by the disclosed party without using the disclosed information
- The Company shall not be held reliable in the event that a User violates the provisions of Paragraph 1 of this article.
15. Prohibition of Transferring Status etc.
The User shall not transfer, mortgage or dispose otherwise to a third party in whole or in part the rights or obligations, or contractual statuses based on these Terms or Use. However, this shall not apply when the Company gives prior written consent.
The User of the Service is prohibited from any actions that apply to or contain the risk of applying to the following.
- Actions that violate or contain the risk of violating intellectual property rights including copyrights or trademark rights of the Company, other Users or third parties
- Actions that violate or contain the risk of violating properties, privacy or portrait rights of other Users or third parties
- Providing personally identifiable information such as name, address, phone number and mail address to third parties
- Registering for membership redundantly by registering multiple e-mail addresses etc. for one User
- Registering for membership in place of a Member whose membership was terminated or invalidated
- Discriminating or harassing other Users or third parties, or defaming or tarnishing others
- Altering or deleting accessible programs of the Service or information of others
- Impersonating the Company or others (including tampering e-mail headers etc. to commit fraud)
- Sending harmful computer programs etc. or leaving others in a state that they can receive such programs
- Sending e-mails or messages (hereinafter referred to as “E-mails etc.”) of advertisements, promotions or solicitations etc. (including E-mails etc. that generate or contain the risk of generating a sense of repulsion), without their consent; preventing others from receiving E-mails etc.; requesting forwarding of chain E-mails etc. or forwarding e-mails in response to such requests
- Accessing facilities of others or facilities of the Service (this refers to communication equipment, electronic computers, other devices and software arranged to provide the Company’s services, hereinafter refers to the same) without authorization, executing port scans or DOS attacks, or sending massive amounts of mails etc., and thereby impacting or containing the risk of impacting the usage or operation of such facilities.
- Distributing information, devices or software etc. to disable or avoid access control functions of servers etc.
- Obtaining membership registration information of others without their consent, or by fraudulent means (including so-called phishing and similar means)
- Conducting business activities using the Service, using the Service for purpose of producing profit, or using the Service for preparation of such activities, except when the Company has given prior written consent
- Using the Service without proceedings such as submission to or obtaining mandates from regulatory authorities etc. when such proceedings are obligated in accordance with laws and regulation
- Interfering operations of the Service; obstructing exchanges or sharing of information led by other Users or third parties; creating disadvantages to the Company, Users or others such as impairing trust or violating property rights
- Making lengthy phone calls, excessively repeating similar enquiries, or forcing actions that are not obligatory or rational, and thereby significantly impacting the Company’s operations
- Requesting for misleading descriptions that describe certain products or services as better and advantageous on review sites or blogs
- Attaching links to other sites for the purpose of promoting actions that apply to the items set forth above (including cases where others are taking such actions)
- Disguising, impersonating, reporting disguised facts or concealing facts regarding transaction contents or related matters
- Performing actions with the purpose of avoiding the occurrence or payment of the System Usage Fee
- Performing other actions that the Company determines as inappropriate
17. Monitoring Operations
The Company, in its sole discretion, may monitor whether the User is using the Service adequately, and the User shall be deemed to have consented to such monitoring. However, contents concerning the Transaction between the Client/Contractor shall not be subject to monitoring unless agreed otherwise by the Client or Contractor.
- The Company may take necessary measures in its sole discretion such as suspending the use of the Service temporarily or permanently, canceling membership, or deleting, changing, or restricting disclosure scope of profile information etc. posted to the Site or posts to online bulletins in whole or in part without noticing the User concerned.
- The Company shall not accept any queries or complaints related to the Company’s actions set forth in the preceding paragraph. The User shall not seek compensation from the Company for any damages occurring from such actions.
19. Contact or Notification from the Company
- The Company shall send notifications to Members by e-mail to the registered e-mail address, posts on the Service Member’s page, or by post, phone or fax to the registered contact information.
- In principle, the User shall contact the Company by e-mail or by using the inquiry form.
20. Interruption, Modification or Termination of the Service
- The Company may interrupt or take other necessary measures against the Service in whole or in part without prior notice to Users in the event of system failures, needs for maintenance etc., disasters such as blackouts or fires, for technical or managerial purposes, or if it is determined that provision of the Service is difficult, or for other rational reasons. In the event that this happens, the Company shall not be held reliable for any outcome occurring to the User from such interruptions etc.
- The Company may modify or terminate the Service by notifying Members two weeks in advance by e-mail and by posting a notice on the website of the Service.
- The Company shall not be held reliable for any losses or damages incurred by the User from using the Service such as cancelation or other actions of membership registration, divulging ID and password to third parties, disclosing confidential information, or any losses or damages incurred by issues, failures or interruption to the Service’s system, or loss or divulgation of data.
- In the event that the User causes losses or damages to other Users or third parties by using the Service, the User shall compensate for the losses at their own cost and responsibility, and the Company shall not be held reliable for such losses or damages.
- The Company shall not manage the Transaction between the Client/Contractor conducted through the Service, and shall not be held reliable for any losses or damages incurred in relation to the Transaction.
- When a message or file sent or received through the Service contain Personal Information etc., the Company shall not be held reliable for losses or damages incurred by the Member related to such cases.
- The Company shall not guarantee the identity of the Member, and does not guarantee the completion of the Transaction of either the Client or Contractor.
- The Client shall use information posted on the Service on their own responsibility, and the Company shall not guarantee the accuracy, completeness or legitimacy etc. of such information.
22. Governing Laws and Jurisdiction
- Lawsuits related to the Service shall first be addressed by the District Court of Tokyo, which has been designated as the legal ruling body for legal action of the Company.