Trade Cloud Terms of Service

terms

These Terms and Conditions apply to customers (businesses) who apply for and sign/seal the Trade Cloud using our prescribed order form.

Article 1 (Application of these Terms and Conditions and Notes on Using the Service)

  1. These Terms and Conditions apply to all relationships between STANDAGE Co., Ltd. (hereinafter referred to as "the Company") and customers (hereinafter referred to as "the Customer") who use the services provided by the Company (hereinafter referred to as "the Services") as described in the order section of the order form.
  2. To use our trade order and settlement site, "Trade Cloud," we request that each customer register for one account.

Article 2 (Service Provision Period)

  1. Our company will provide this service to the customer for the contract period specified in the order section. Cancellation during this period is not permitted. If the order amount has already been paid, no refunds will be given.
  2. If payment is not made by the due date specified in the order form, we may immediately suspend the provision of this service.
  3. Even if the service starts in the middle of the month, the full monthly fee for that month will be charged without any pro-rata calculation.

Article 3 (Provision of Services)

  1. The contractor may perform or utilize the following items specified in the order form during the service provision period specified in the order form:
    - Trade Cloud Implementation Setup: We will issue accounts, set up company accounts, and register the customer's products in the database on behalf of the client.
    • Trade Cloud Onboarding: We conduct training sessions for our clients on how to use the Trade Cloud.
    • Customer Support: Conduct meetings via web conference, phone, or email to follow up on how customers are using the trade cloud.
    • Cloud usage fee: Only employees belonging to the contracting company can use the trade cloud.
    Please note that the above-mentioned setup, onboarding, and customer support are all included in the trade cloud usage fee, and no additional charges will be incurred.
  2. Our company will perform the provision of this service with the due care of a prudent manager.

Article 4 (Outsourcing)

Our company may outsource some or all of the operations related to this service to a third party.

Article 5 (Handling of Confidential Information)

  1. The Contracting Party and our company shall not disclose or leak to any third party any technical, business, or other operational information, know-how, etc. (hereinafter referred to as "Confidential Information," including information disclosed by a third party, regardless of the method of disclosure) provided by the other party for the purpose of performing this service. However, this shall not apply if prior written consent has been obtained from the other party or if the information falls under any of the following items.
    ① Information already possessed without any obligation of confidentiality
    ② Information legitimately obtained from a third party without being subject to a confidentiality obligation.
    ③ Information developed independently, not based on information provided by the other party.
    ④ Information that becomes publicly known without violating these Terms and Conditions, and whether before or after receipt.
  2. Notwithstanding the provisions of the preceding paragraph, the Contractor and our company may disclose confidential information to a third party in any of the following cases:
    ① When disclosing information to the recipient's officers, employees, or agents, or to professionals such as lawyers or tax accountants, to the extent necessary to achieve the purpose of disclosure.
    ② When disclosing information that should be disclosed pursuant to laws and regulations or at the request of an authorized government agency to the recipient or government agency specified in those laws and regulations.
  3. The party receiving confidential information shall take the necessary measures to manage such confidential information.
  4. The party receiving confidential information shall use the confidential information received from the other party only within the scope of using or providing the Service, and may reproduce or modify (hereinafter collectively referred to as "reproduction, etc." in this paragraph) materials, etc., that embody the confidential information (hereinafter referred to as "materials, etc." in this Article) to the extent necessary for using or providing the Service. In this case, the contracting party and the Company shall also treat the reproduced, etc. confidential information as confidential information as defined in this Article.
  5. The contracting party shall not perform the following actions without our prior written consent:
    ① Using confidential information obtained through the use of this service to plan, operate, or provide services that are identical, of the same type, or similar to this service.
    ② Using confidential information obtained through the use of this service, the contractor's officers, employees, etc., to initiate a business that competes with our company, or to establish a corporation or other entity that operates a business that competes with our company.

Article 6 (Amendment of the Regulations)

  1. Our company may change these Terms and Conditions without obtaining the individual consent of the contracting party, pursuant to Article 548-4 of the Civil Code, only in the case of any of the following circumstances:
    ① When the changes to these Terms and Conditions are in the general interest of the contracting parties.
    ② When the changes to these Terms and Conditions do not contradict the purpose of the contract, which is the provision of the Service, and are reasonable in light of the necessity of the changes, the appropriateness of the changed content, and other circumstances related to the changes. Specifically, this includes additions, improvements, and maintenance of functions and specifications of the trade cloud, other changes necessary for the operation of the system, changes to the support system or the method of providing it, changes to rules regarding account issuance and use, and other rules of use, changes necessary to respond to the enactment or amendment of laws and regulations or guidance from supervisory authorities, and minor wording corrections and other changes that do not substantially harm the rights of the contractor.
  2. When we amend these Terms and Conditions pursuant to the preceding paragraph, we will determine the effective date of the amendment and notify customers of the fact that these Terms and Conditions will be amended, the content of the amended Terms and Conditions, and the effective date thereof at least 14 days before the effective date by posting on the Service's website, sending emails to customers, or other appropriate means. For amendments falling under paragraph (2) above, the amendment will not take effect unless such notification is given by the effective date.
  3. Notwithstanding the preceding two paragraphs, the amount, quantity, service period, and other terms and conditions that form the core of this Agreement as stated in the purchase order shall not be subject to change under this Article. Any changes to these terms and conditions shall not take effect unless there is a separate written agreement between us and the customer.
  4. Notwithstanding the provisions of paragraph 1, if any changes to these Terms and Conditions result in a significant reduction in the services provided, the introduction or increase of costs for the customer, a substantial increase in the customer's obligations, or other significant disadvantage to the customer, we will obtain the customer's individual consent for such changes.

Article 7 (Handling of Personal Information)

Our company will use personal information of customers and their employees obtained in connection with the provision of this service only within the scope of the purposes set forth in our separate "Privacy Policy," including the operation and performance of this service and communication with customers, and will handle such information in accordance with that Privacy Policy.
*Privacy Policy:https://standage.co.jp/privacy

Article 8 (Exclusion of Anti-Social Forces)

  1. The Contractor and our company represent and warrant to the other party, both now and in the future, the following matters:
    ① You yourself are not an organized crime group, an organized crime group member, a person who has not yet passed five years since ceasing to be an organized crime group member, an organization related to an organized crime group, an associate member of an organized crime group, an organized crime group related company, a corporate racketeer, a group that falsely claims to be a social movement, or a special intelligence organized crime group, or any other group or individual that makes unreasonable demands using violence, intimidation, threatening language and fraudulent methods (hereinafter referred to as "anti-social forces").
    ② Neither the company itself, its officers, those who are substantially involved in management, nor its major investors have any ties to anti-social forces.
    ③ Do not make unreasonable demands by suggesting that you have ties to anti-social forces.
    ④ Do not use antisocial forces.
    ⑤ Not having any relationship that could be deemed to involve providing funds or other benefits to anti-social forces.
  2. If either the contracting party or our company discovers any breach of the preceding paragraph, they shall immediately report the fact to the other party.
  3. If either party violates the provisions of this clause, the other party shall immediately report the fact to the other party.
  4. If either party violates the provisions of paragraph 1 of this article, the other party may terminate the entire contract described in the purchase order without any prior notice.
  5. The provisions of the preceding paragraph shall not preclude the contractor and our company from claiming damages against the other party.

Article 9 (Loss of the Benefit of Time)

If any of the following events occur, the contracting party shall automatically lose the benefit of the term for all debts owed to the Company and must immediately repay all debts.
(i) If you violate any provision of these Terms and Conditions and fail to rectify the violation within a reasonable period given by the other party,
② When the business license is revoked, suspended, or otherwise punished by the supervisory authority.
③ When there is insolvency, suspension of payments, dishonor of bills or checks, provisional attachment, provisional disposition, compulsory execution or application for auction as enforcement of security rights, or when there is enforcement of delinquent taxes or public charges.
④ When a petition is filed for commencement of bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or special liquidation proceedings, a resolution is passed for dissolution, or there is a reduction in capital, cessation of business, or change in business.
⑤ When there is a significant change in assets, credit, or ability to pay.
⑥ When any other event similar to those described in the preceding paragraphs occurs.

Article 10 (Intellectual Property Rights)

The subscriber acknowledges and agrees that the information (including images, audio, text, photographs, and software) provided by the Company to the subscriber through this service is protected by copyright, trademark rights, patent rights, or other intellectual property rights and laws.

Article 11 (Loan and Return of Materials, etc.)

  1. The subscriber shall, upon request from the Company, promptly provide the Company with the necessary materials and data required for the provision of this service, and shall otherwise provide all necessary cooperation.
  2. Our company will manage and store the materials and data provided by the client with the due care of a prudent manager, and will not use them for any purpose other than the services provided.
  3. If there are any customer documents or data that are no longer necessary for the provision of this service, we will return them to the customer or delete them without delay.

Article 12 (Temporary Suspension/Termination of the Service)

  1. Our company may temporarily interrupt or suspend all or part of this service without prior notice to the customer in any of the following cases:
    ① When performing regular or emergency maintenance, inspection, repair, or modification of the system for this service.
    ② In the event of a failure in the equipment used for this service, if it is unavoidable
    ③ When the use of telecommunications services becomes impossible due to telecommunications services provided by a Type I telecommunications carrier or other telecommunications carrier.
    ④ In cases where it is difficult to provide this service due to fire, power outage, or natural disasters such as earthquakes, volcanic eruptions, floods, or tsunamis.
    ⑤ If the provision of this service becomes impossible due to war, rebellion, riot, civil unrest, labor dispute, etc.
    ⑥ If the service becomes inoperable due to destruction or interference with the service system by a third party (including tampering with or destroying data or source code).
    ⑦ In other cases where we deem it necessary to temporarily interrupt or suspend this service for operational or technical reasons.
  2. Our company may, for business reasons, discontinue providing all or part of this service by notifying the customer in advance.

Article 13 (Refunds)

  1. In the event of any significant change to the content of this service, or the suspension of all or part of the service due to circumstances beyond our control as outlined in the preceding article, we will refund the amount of the order already paid divided by the remaining contract period, and the service will be deemed terminated as of the date of the refund.
  2. The payment schedule mentioned above will be determined through discussions between both companies. Bank transfer fees will be borne by our company.

Article 14 (Services not included in this service)

The customer acknowledges that the fees for obtaining necessary licenses and permits in foreign countries, as well as any other special expenses incurred when using the services provided by our company to the customer and selling the customer's goods/products in those countries, are not included.

Article 15 (Publication of Use Cases)

The customer agrees that we may publish the customer's company name and logo, as well as an overview of the services used, as examples of use on our website and other media. However, if the customer notifies us that they do not wish for such information to be published, we will not publish it, and will promptly remove any information that has already been published.

Article 16 (Termination of this Service)

  1. Our company may terminate this service, or a part thereof, to a customer after giving reasonable notice to the customer.
  2. The notification mentioned in the preceding paragraph shall be made by posting on this service.
  3. If we terminate this service after giving the notice described in paragraph 1, we shall be exempt from any liability for damages, losses, or other expenses incurred by the customer as a result of the termination of this service.

Article 17 (Viewing of explanatory videos)

The customer shall, in order to use this service, watch the explanatory video designated by the Company in advance, fully understand the content, execution method, and non-warranty items of this service, and then sign and seal this order form.

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