Terms of Service

Article 1. (Purpose of these Terms)

• The purpose of these Terms of Use is to set forth the necessary conditions for the use of the Services by the Clients.
• The Company shall provide the Services to Clients in accordance with the terms set forth herein, and the Clients shall pay the consideration therefor.

Article 2. (Definition of the Services)

• The Services provided by the Company in accordance with these Terms of Use shall be the following services:
  • Name of the Services: multibook
  • The Company: Multibook Limited
  • Outline of the Services: Cloud-based ERP software service provided by Multibook Limited and related services designated by the Company
• For the propose of these Terms of Use, the definition of the following words shall be as set forth below:
  • Subsidiary: A subsidiary provided for in Article 2, Paragraph 8 of the Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial Statements
  • Intellectual Property Rights: Rights provided for in Article 2, Paragraph 2 of the Intellectual Property Basic Act and similar rights under foreign laws and regulations
  • Registered Information: Information provided by the Applicant or the Client
  • Applicant: A person who requests to use the Services and applies to become a Client
  • User: Employees and other individuals of the Client using the Services pursuant to the Service Agreement
  • Service Agreement: Agreements entered into between the Client and the Company that sets forth in the Terms of Service and other conditions on the provision of the Services.

Article 3. (Application Procedures)

Article 4. (Management of ID and Passwords, etc.)

• The Client shall manage any IDs and passwords issued by the Company for the use of the Services at its responsibility, and shall not allow the third party to use, or lend, transfer, change the name of or sell the same.
• The Company shall, if the ID and the password account input for the Services matches those registered with the Company, deem that the Client registered as the owner of such ID and password has used the Services.
• The Client shall be liable for any damage incurred by the Client or third parties (including Users) due to insufficient management of IDs and passwords, errors in use or use by third parties, and the Company shall not be in any way liable.

Article 4-2. (Delivery of the User Account, etc.)

• The Client may appoint its employees or persons falling under the scope or type prescribed by the Company as Users, and in such case, the Company shall create user accounts using the User’s email address and deliver the same to the relevant User.
• The Client shall cause the Users to comply with the contents of the Service Agreement, and shall be fully liable for the use of the Services by Users.

Article 5. (Change of Registered Information)

• The Client shall promptly follow the procedures prescribed by the Company when there is a change in the Registered Information.
• The Client agrees in advance without objection that if any notice from the Company is not delivered due to its failure to update the Registered Information, such notice shall be deemed to have been delivered when it should normally be delivered.
• The Company shall not be in any way liable for any damage incurred by the Client or Users due to the Client’s failure to update the Registered Information.

Article 6. (Conditions for Use of the Services)

• The Client may use the Services in accordance with these Terms of Service for the internal operations of the Client (including the internal operation of its subsidiaries; hereinafter the same in the following Paragraph).
• If the Client shall use the Services not for its internal operations but for the provision of services to the customers of the Client or other third parties, it shall obtain the consent of the Company at the time of application provided for in Article 3. Furthermore, the Client shall cause such third party to comply with the obligations as the Client under this Agreement.
• The Company may carry out the necessary investigations to confirm that the Client is using the Services within the scope of use provided for in Paragraph 1, and the Client shall accept the same.
• If the Client and the Company desires the provision of services not provided for in these Terms of Use, the Client and the Company shall enter into a separate agreement upon discussion.
• The Client shall procure, set up and maintain the system operation environment (including, but not limited to, client PCs, software and access lines) for operating the Services at its responsibility and expense.

Article 7. (Prohibited Matters)

• The Client may not engage in the following act with respect to the use of the Services:
  • The act of referencing the software of the Services or developing or attempting to develop similar software, or other act that infringes the Intellectual Property Rights of the Company or third parties;
  • The act of registering or attempting to register trademarks, etc., identical or similar to the logo or product name of the Services, or the act of infringing the Intellectual Property Rights of the Company or third parties;
  • The act of using the Services for purposes violating laws and regulations or public order and moral;
  • The act of infringing the property, rights or privacy of the Company or third parties;
  • The act of disparaging the Company or third parties or damaging or their reputation;
  • The act of impersonating the Company or a third party in the use of the Service provided by the Company;
  • The act of unjustly hindering the use of the Services by the Client or third parties, the act of hindering the operation of the Services by the Company, or any act that has a possibility of the same;
  • The act of uploading harmful computer programs, etc., to the Services provided by the Company, or any act that has a possibility of the same;
  • The act of falsifying or deleting Registered Information or other information used by the Company or other information through the use of the Services;
  • The act of causing its officers, employees, contractors of the Client or third parties to engage in any of the acts set forth above;
  • The act of using the user ID or user password of other Clients or Users of the Services;
  • The sharing of one user ID or user password among multiple persons (multiple logins are not permitted);
  • The act of impeding the operation of the Services;
  • Acts equivalent to the foregoing items.

Article 8. (Handling of Confidential Information)

• The Client and the Company shall handle information disclosed by the counterparty as confidential (hereinafter referred to as “Confidential Information”) in accordance with the provisions set forth below:
  • Maintain the confidentiality of such information, and shall not disclose the same to a third party without the prior written consent of the counterparty (except for third parties to which the Company delegates the performance of the Services in accordance with Article 25); provided, however, this shall not apply to (i) disclosure of Confidential Information of the Company by the Client to officers and employees of the Client’s Subsidiary who use the Services to the extent of the purpose of these Terms of Service; (ii) disclosure of Confidential Information to approved third parties, or (iii) disclosure of Confidential Information under laws and regulations, or orders, requests or demands by the court, government agencies or other public agencies.
  • To use such information within the scope of these Terms of Service;
  • To promptly return the Confidential Information to the counterparty or erase them at its responsibility after the termination of the Service Agreement or at the request of the counterparty.
• Information falling under any of the following shall be excluded from Confidential Information:
  • Information already held by the receiving party prior to disclosure by the counterparty;
  • Information independently developed by the receiving party without relying on the Confidential Information received by the counterparty;
  • Information that is already public;
  • Information duly obtained from a third party without the receiving party owing the duty of confidentiality.
• The Client and the Company must take the necessary measures so that the person receiving information in accordance with (i) and (ii) of the proviso to Paragraph 1, Item (1) will not breach the duty of confidentiality under this Article.
• The provisions of Paragraph 1 and the preceding Paragraph shall survive the termination of the Service Agreement.

Article 9. (Service Fees, etc.)

• The Client shall pay the following service fees and expenses (hereinafter collectively referred to as “Service Fees”) in accordance with the Service Agreement as consideration for the provision of the Services:
  • The fees for the use of the Services;
  • The environment construction cost at the time of introduction of the Services;
  • Support fees at the time of introduction of the Services.
• The Company shall issue an invoice to the Client for the expenses of the preceding Paragraph by the last day of the month prior to the Service start month, and the Client shall pay the invoice by the last day of the month following the Service start month by wire transfer to the bank account designated by the Company. The Client shall bear the wire transfer fee.
• If the Service Agreement is extended pursuant to the proviso to Article 20, Paragraph 1, the Company shall issue an invoice for the Service Fees after renewal by the last day of the month two month prior to the renewal month each year, and the Client shall pay the invoice by the last day of the renewal month in the method designated by the Company. The Client shall bear the payment charges.
• In the case of late payment of the Service Fees by the Client, the Client shall pay to the Company delay damages at a rate of 14.6% per annum, prorated on a 365-days-a-year basis.
• The Client agrees in advance that the Company will not refund any Service Fees paid by the Client to the Company except for cases separately set forth in these Terms of Services.

Article 10. (Revision of the Service Fees)

• The Company may revise the Service Fees upon prior notice to the Client if the Service Fees become inappropriate due to changes in economic conditions or taxes and public dues and requires revision. Provided, however, the prior consent of the Client shall be obtained when increasing the Service Fees, and if the Client does not agree to the increase of the Service Fees, the Service Agreement must be terminated with effect towards the future. If the Client uses the Services after receiving the notice of increase of the Service Fees beyond the period prescribed by the Company (which shall not be less than 3 months), the Client shall be deemed have consented to the increase.

Article 11. (Suspension of Provision of the Services due to Maintenance, etc.)

• Upon any of the following, the Company may suspend the provision of the Services by giving notice to the Client at least two (2) weeks in advance in the Updates section of multibook (meaning the Client page of the Services; hereinafter the same) or in any other method prescribed by the Company (except in unavoidable cases upon an emergency):
  • Where it is necessary to perform maintenance, construction or failure countermeasures, etc., for equipment necessary for the provision of the Services;
  • Where the telecommunications carrier discontinues the provision of telecommunication services;
  • Scheduled suspension due to Service upgrades;
  • Where the Company otherwise deems necessary.
• The Company shall not be required to return the Service Fees received form the Client if it suspends the Services pursuant to this Article, and shall not be liable for any disadvantages or damages suffered by the Client thereby.

Article 12. (Suspension of Provision of the Services due to Force Majeure)

• The Company may suspend the provision of the Services in any of the following events, and shall notify the Client by email without delay after such suspension:
  • Suspension of the Services due to force majeure such as natural disaster, war, riot, terrorism, rebellion, fire or pandemic;
  • Failure due to circumstances unrelated to the Company’s products operating on servers (server, storage, network, OS or other software, etc.);
  • Service disruption due to the cloud computing service business operator partnering with the Company or other circumstances beyond the Company’s control.
• The Company shall not be required to return the Service Fees received form the Client if it suspends the Services pursuant to this Article, and shall not be liable for any disadvantages or damages suffered by the Client thereby.

Article 13. (Suspension of the Services)

• The Company may suspend the provision of the Services in any of the following events, upon notifying the Client in the manner prescribed by the Company (however, this shall not apply in unavoidable cases of an emergency):
  • Where the Client breaches Article 7, or the Company determines that the Client has breached the same;
  • Where the Client fails to pay the Service Fees and other debts owed to the Company even after the due date (including cases where the Company is unable to confirm the fact that the payment has been made);
  • Where the Client breaches the Service Agreement, or the Company determines that the Client may breach the same.
• The Company shall not be required to return the Service Fees received form the Client if it suspends the Services pursuant to this Article, and shall not be liable for any disadvantages or damages suffered by the Client thereby.

Article 14. (Measures Upon Recovery/Restoration of the Services)

• The Client shall promptly respond to any requests from the Company for the resumption of the Services in the event of Service suspension.
• If all or a part of the Services become unavailable due to a functional failure of the Services, the Company shall take the following actions for early restoration:
  • Information disclosure
    The Company shall promptly carry out restoration work upon recognizing the functional failure, and shall disclose information as needed in the Updates section of multibook on (i) the details of such functional failure, (ii) the cause of the functional failure, (iii) the period during which the Service is unavailable or the scheduled restoration timeline, and (iv) the status of the measures taken.
  • Inquiries
    The Client may make individual inquiries regarding the functional failure using the inquiry form. The service provider shall respond to any inquiries that are common to other Clients in the Updates section of multibook in lieu of responding to inquiries individually.

Article 15. (Service Discontinuation)

Article 16. (Handling of Data)

• The Company shall manage the data registered or retained by the Client in the Company’s service environment (hereinafter referred to as “Client Data”) with the duty of care of a good manager.
• The Company may handle the Client Data for research, development improvement and otherwise for its services at its discretion, subject to laws and regulations and these Terms of Service.
• The Company may delete the Client Data and other data concerning the Client after the termination of the Service Agreement.
• The Client shall, if the Service Agreement will be terminated, download and obtain the Client Data as necessary at its responsibility and expense. The Client may not reference, view, operate or acquire the Client Data after the termination of the Service Agreement.

Article 17. (Client and User Information)

Article 18. (Scope of Liability of the Company)

• The Company shall not be in any way liable for any erasure of all or a part of the Company’s server data if the cause of such erasure falls under any of the following:
  • Erasure due to services provided by the server hosting provider;
  • Erasure due to the willful intent or negligence of the server hosting provider;
  • Erasure due to the suspension of telecommunication services by the telecommunications carrier;
  • Erasure due to the client environment defects or client software;
  • Erasure due to software operating on servers that are not the Company’s products;
  • Deletion of Client Data pursuant to Article 16;
  • Erasure due to earthquake, typhoon, flood, storm or other natural disaster, epidemic, war, civil war, riot or other force majeure;
  • Other erasure caused without the Company’s willful intent or gross negligence.
• In addition to the preceding Paragraph, the Company provides no assurance that the following matters will be met, and shall not be liable for compensating any damage caused to the Client due to such matters not being satisfied:
  • That the Services are safe, accurate, reliable, useful, and suitable for the Client’s specific purpose and usage;
  • That communications using access lines will operate normally;
  • That the cline environment or client software will operate normally;
  • That the server will respond to inquiries or processing requests from the client within a certain period;
  • That the use of the Services by the Client does not infringe the Intellectual Property Rights or other rights or interests of third parties.

Article 19. (Damage Compensation; Indemnification)

• If the Client suffers any damage in connection with the performance of the Service Agreement due to causes attributable to the Company, the Client may claim from the Company compensation for such damage up to the amount set forth in the succeeding Pragraph, to the extent of ordinary damage actually suffered by the Client as the direct result of such cause (for the avoidance of doubt, the Company shall not be in any way liable for the cases set forth in Article 3, Paragraph 2, Article 4, Paragraph 3, Article 5, Paragraph 3, Article 11, Paragraph 2, Article 12, Paragraph 2, Article 13, Paragraph 2 and Article 18).
• The maximum amount of damage compensation provided for in the main text of the preceding Paragraph shall be the amount of Service Fees paid by the Client to the Company corresponding to the six months prior to such damage.
• Notwithstanding the provisions of Paragraph 1, the Company shall not be liable for damages arising from communication ne failure, causes due to the Client’s willful intent or negligence, or other causes not attributable to the Company, irrespective of the cause of the claim.
• If the Company suffers damage in the performance of the Service Agreement due to causes attributable to the Company, the Company may claim compensation for ordinary damage actually suffered by the Company as the direct result of such cause.

Article 20. (Term; Early Termination)

• The term of the Service Agreement shall be one (1) year from the date of execution of the Service Agreement; provided, however, if neither the Client nor the Company notifies its intent to terminate the Service Agreement in writing by the end of the month three months prior to the month in which the term expires, the term shall be extended for another year, and the same shall apply thereafter.
• The Client shall notify the Company in writing at least three (3) months in advance for early termination of the Service Agreement during the term.
• If the Client terminates the Service Agreement mid-term in accordance with the preceding Paragraph, the Client may no claim refund of the Service Fees that have already been paid.

Article 21. (Revision of the Terms of Service)

• The Company may, without the Client’s consent, revise these Terms of Service where (i) the revision conforms to the general interests of the Client, or (ii) where the revision is not contrary to the purpose of the Service Agreement, and is reasonable in light of the necessity of the revision, the reasonableness of the revised content and other circumstances. The Company shall, when revising these Terms, notify the contents of the revised Terms of Service and the effective date of the revision by posting the same on the Updates section of multibook or by any other method considered appropriate by the Company at least 14 days in advance (1 day in the case of revisions with minor effect on Clients), and the revised Terms shall become effective as of the effective date so notified.
• The Company shall revise the contents of the Terms of Service with the consent of the Client except in the case set forth in the preceding Paragraph.

Article 22. (Elimination of Anti-Social Force)

• The Client and the Company represent and warrant that neither it nor its representatives, officers (meaning employees executing business, directors, executive officers or equivalent) or persons considered to be substantially involved in its management falls under any of the following, and covenant that they will not fall under the same in the future:
  • A person belonging to an organized crime group, an organized crime group member, a quasi-member of an organized crime group, an organized crime group affiliate, a corporate racketeer, etc., forces claiming to be social movements, special intelligence violence groups or other anti-social force (hereinafter collectively referred to as “Anti-Social Force”);
  • A person considered to be using an Anti-Social Force;
  • A person considered to be involved with an Anti-Social Force, such as by providing funds or benefits;
  • A person considered to be having socially-accusable relationships with an Anti-Social Force.
• The Client and the Company covenant that they will not engage in the following acts against the counterparty or the counterparty’s persons concerned, directly or through a third party:
  • Demand with violence;
  • Unjust demands beyond statutory liability;
  • The act of using intimidating language and behavior or violence with respect to transactions;
  • The act of spreading rumors or using fraudulent means or force to damage the credit of the counterparty or to disturb the business of the counterparty;
  • Other acts equivalent to the foregoing items.
• The Client and the Company may, if any representations and warranties made by the counterparty (hereinafter referred to as the “Violating Party” in this Article, and the other party hereinafter referred to as the “Non-Violating Party”) is found to be untrue, or the Violating Party breaches the covenants under the preceding two (2) Paragraphs, terminate the Service Agreement without the need for making any demand for performance.
• If the Service Agreement is terminated pursuant to the provisions of the preceding Paragraph, the Violating Party shall compensate the damage incurred by the Non-Violating Party.
• The Violating Party may not claim any damage compensation from the Non-Violating Party even if it suffers damage due to the termination of the Service Agreement pursuant to the provisions of Paragraph 3.

Article 23. (Termination)

• The Client and the Company may immediately terminate the Service Agreement without any prior notice if the counterparty falls under any of the items set forth below (Items (1), (4), (7) and (8) shall be determined with respect to the Client):
  • Where it delays the payment of the Service Fees for three (3) months or more after the prescribed payment due date;
  • Where it files a petition for bankruptcy, civil rehabilitation, corporate reorganization, or any　bankruptcy proceeding of similar nature under any applicable foreign law, or becomes subject to such petition by a third party;
  • Where it becomes subject to seizure, provisional seizure, provisional disposition or other compulsory execution;
  • Where it resolves to dissolve, merge or transfer all or an important part of its business;
  • Where there are reasonable grounds to believe that its business condition has deteriorated or is likely to deteriorate;
  • Where it becomes subject to coercive collection of taxes and public dues;
  • Where it falls under any prohibited matters provided for in Article 7;
  • Where it engages in any violent acts, intimidating language, acts that damage the reputation or credit of the Company, or acts that disturb the business of the Company.
• The Client and the Company may immediately terminate the Service Agreement if the counterparty breaches the Service Agreement and fails to rectify the breach within the reasonable cure period as set forth in a demand for rectification.

Article 24. (Survival)

Article 25. (Delegation to Third Parties)

Article 26. (Publication of Name of Client)

• The Company may, unless otherwise requested by the Client, publish the name of the Client as an user of the Service.
• The Client shall grant the Company free of charge permission to use the Client’s registered trademark and other logos to the extent necessary for the publication in accordance with the preceding paragraph.

Article 27. (No Assignment of Rights and Obligations)

• The Client may not assign, transfer, or provide as collateral to a third party its position under the Service Agreement or all or a part of the rights and obligations under the Service Agreement.
• If the Company transfers the business concerning the Services to a third party, the Company may transfer its position under the Service Agreement, the rights and obligations under the Service Agreement and the information of the Client to the transferee of the business transfer in connection with such business transfer and the Client hereby agrees to such transfer in advance. The business transfer under this Paragraph shall include not only an ordinary business transfer but also business divestitures and any other causes in which the business is transferred.

Article 28. (Severability)

Article 29. (Matters not Provided Herein)

Article 30. (Governing Law and Jurisdiction)

• The validity, interpretation and performance of the Services Agreement shall be governed by and construed in accordance with the laws of Japan.
• The Tokyo District Court shall have exclusive jurisdiction for the first instance over any dispute regarding the Service Agreement.