Article 1. Application
These Terms shall apply to any relationship between the Client and the Company that may arise in connection with the Client’s use of the Services.
Article 2. Provision of Services
- Whenever the Client wishes to use the Services, it will ask the Company for a Service estimate.
- The Company may decline to provide the Services to the Client if it deems that there is any of the following grounds on the part of the Client. The Company shall have no obligation to disclose to the Client the reason for such declination.
(1) The Client requests a translation of any material containing any content that is considered as disturbing public order and morals;
(2) The Client requests a translation of any material containing any content that is R15-rated, R18-rated or equivalently age-restricted;
(3) The Client is found to violate any of the matters specified in Article 3;
(4) The Client is found to have a history of violating these Terms; or
(5) Any other circumstances make the Company determine that providing the Services to the Client would be inappropriate.
- At the time when the Client notifies the Company by email or other means of its acceptance of the content of an estimate for the Services that the Company sent to the Client by email or postal mail in response to the Client’s estimate request, a service agreement for the Services (“Service Agreement”) consistent with the provisions of these Terms and the content of the estimate will be formed between the Client and the Company.
Article 3. Elimination of Antisocial Forces
The Client assures the Company that:
(1) It does not fall under an organized crime group, a member of an organized crime group, a quasi-member of an organized crime group, a person related to an organized crime group, a corporate racketeer, or other antisocial forces;
(2) It does not fall under a person for whom five (5) years have not elapsed since the day on which he/she ceases to be part of antisocial forces;
(3) It does not involve antisocial forces substantially in its management;
(4) Its directors, executive officers, advisers, consultants or other persons who have control over its business irrespective of his/her title or its company auditors do not fall under antisocial forces;
(5) It does not exploit antisocial forces; and
(6) It does not have any relationship with antisocial forces including by providing antisocial forces with funds or benefits.
Article 4. Service Fees and Payment Method
- In consideration of the Services, the Client shall pay the service fee separately specified by the Company by the due date and means designated by the Company.
- In the event that the Client delays its payment of the invoiced service fee, it shall pay to the Company a late payment charge calculated at a rate of fourteen point six percent (14.6%) per annum of the unpaid amount.
Article 5. Outsourcing
The Company may outsource all or part of the Services to a third party.
Article 6. Cancellation for the Client’s Own Reason
Once a Service Agreement is formed between the Client and the Company, it may not be canceled by the Client for its own reason. However, the Company may accept the Client’s cancellation of the Service Agreement for its own reason if the Client pays the full amount of the applicable cancellation fee as specified in the following respective items.
(1) When the Company has already performed seventy percent (70%) or more of the work contracted under the Service Agreement at the time when the Client makes a cancellation request (“Point of Request”): the full amount of the service fee specified in the estimate
(2) When the Company has already performed less than seventy percent (70%) of the work contracted under the Service Agreement at the Point of Request: the amount obtained by multiplying the amount of the service fee specified in the estimate by the percentage of the work performed by the Company up until the Point of Request.
Article 7. Deliverables, etc.
- The Company will deliver the deliverables prepared through the Services (“Deliverables”) to the Client generally by the due date designated by the Company. Except for the cases as specified in the respective items of Article 8, paragraph 1, if the Company is unlikely to be able to deliver the Deliverables to the Client by the due date, it may change (delay) the delivery date after notifying the Client of such a situation.
- The ownership and copyright of the Deliverables (including any right as prescribed in Article 27 and Article 28 of the Copyright Act) shall pass from the Company to the Client upon the Client's payment of the full amount of the service fee for the Services to the Company.
- Only if the Client finds and then notifies the Company that the Deliverables do not conform to the content of the contract in terms of their type or quality (“Non-Conformity”) within one (1) week from the delivery thereof, the Company will correct any non-conforming portion of the translation or otherwise remedy such Non-Conformity at its own cost. However, the Company shall have no responsibility under this paragraph for any Non-Conformity that is caused by the Company’s adherence to the Client’s instructions or any reason attributable to the Client.
- If the Company accepts the Client’s cancellation of the Service Agreement for its own reason pursuant to the preceding Article, the Client may request that the Company deliver the work product prepared by the Company up until the Point of Request (“Partially-Completed Work Product”) to the Client.
- The Company shall have no responsibility to the Client for any Partially-Completed Work Product including the responsibility under this Article, paragraph 3.
Article 8. Discontinuation, etc. of Provision of Services
- The Company may discontinue or suspend the whole or part of the provision of the Services without prior notice to the Client if it determines that there is any of the following grounds:
(1) Difficulty in the provision of the Services due to force majeure such as an earthquake, lightning strike, fire, power failure or natural disaster;
(2) Unavoidable shutdown of computers or communications lines due to an accident; or
(3) Any other circumstances that make the Company determine that the provision of the Services is difficult.
- The Company shall not be liable for any disadvantage or damage suffered by the Client or a third party as a result of the discontinuation or suspension of the provision of the Services for whatever reason.
Article 9. Termination
- The Company may terminate the Service Agreement with the Client if there occurs any of the grounds as listed in the following items on the part of the Client, without prior notice to the Client.
(1) The Client violates any provision of these Terms;
(2) The Client falls under any item of Article 3;
(3) The Client’s registered information is found to contain any falsehood;
(4) The Client commits any act of disloyalty toward the Company;
(5) The Client commits any act disturbing public order and morals or other equivalent conduct leading to the Company’s determination that providing the Services to the Client is unreasonable;
(6) The Client’s financial or credit standing has deteriorated or is deemed to be likely to deteriorate; or
(7) Any other circumstances make the Company determine that the Client’s performance of its obligations under these Terms and the Service Agreement could become difficult.
- If the Client falls under any of the grounds as listed in the items of the preceding paragraph, any obligation that the Client may owe to the Company shall thereupon be accelerated and become due and payable even if the Company gives no notice or demand to the Client.
- The Company shall not be liable for any damage incurred by the Client as a result of any action taken by the Company under this Article.
Article 10. Disclaimer
- The Company shall not be liable to compensate the Client for any damage arising out of or relating to the Client’s use of the Services unless such damage was caused intentionally or gross-negligently by the Company.
- Even if the Company is found to be liable to the Client, the Company’s liability shall be limited to the extent of ordinary damages directly and actually arising from the Client’s use of the Services and in no event exceed the amount equivalent to the service fee paid by the Client to the Company.
Article 11. Non-Assignment
The Client may not assign any of its rights or obligations under these Terms or the Service Agreement to a third party.
Article 12. Changes to Terms of Service
The Company reserves the right to change these Terms whenever it deems it necessary. When making any revision to these Terms, the Company will announce on its website its intention of revising these Terms, the details of the revised portion(s) of these Terms, and when the revised version of these Terms becomes effective.
Article 13. Governing Law/Jurisdiction
- The interpretation of these Terms shall be governed by the laws of Japan.
- The court having jurisdiction over the location of the head office of the Company shall have the exclusive jurisdiction for the first instance over any dispute that may arise between the Client and the Company in relation to these Terms or the Services.
To inquire about the Company’s handling of personal information, etc.
Inquiries about personal information can be sent to:
Interbooks Co., Ltd.
6F Kudan Crest Building, 1-5-10 Kudankita, Chiyoda-ku, Tokyo