japanese-architects.com Terms and Conditions
This japanese-architects.com Terms and Conditions is prepared only for the referential purposes and if there is any discrepancy between this Terms and Conditions and the Japanese Terms and Conditions for our service "titel", which can be found here, the Japanese version will prevail.
Article 1 (Purpose)
The japanese-architects.com Terms and Conditions (the “Terms”) sets out the contents, and the terms and conditions of the services (the “Service”) offered through websites or Apps (hereinafter collectively referred to as “the Website”) managed and provided by Aoyama Art Inc. (the “Company”).
Article 2 (Definitions)
Each of the following terms used in the Terms shall have the following meanings:
(1) “Architect”: A person or an enterprise that uses this Service and provides or intends to provide services relating to designing of architectures and other objects.
(2) “User”: A person or an enterprise that uses the Service, who is not an Architect.
(3) “Personal information”: Information that can identify a specific individual (including those that can be easily compared with other information, thereby identifying a specific individual).
Article 3 (Consent to the Terms)
- Users and Architects agree to the Terms before using the Service. Users and architects are deemed to have agreed to the Terms when viewing and using the Website.
- In the event that the Company has created and published documents in addition to the Terms, such as, but not limited to, other terms and conditions, rules, manuals, or FAQs (hereinafter referred to as the “Rules”) on the Website, the Rules will be hereby incorporated in and become the integral part of the Terms and shall apply to Users and Architects.
Article 4 (Registration)
- Architects will be able to complete the registration process according to the procedures separately designated by the Company. If the Architect applies for the registration process, the Company will conduct a screening process separately determined by the Company and the registration process will be complete if and when the Company admits the registration of the Architect. For the avoidance of doubt, the Company is not obliged to notify the reasons to the Architect why the Company does not admit the registration.
- When there is a change in the registered content, the architect will promptly notify the Company in accordance with the procedures separately determined by the Company. The Company will not be responsible for any prejudice, such as, but not limited to cases where the notifications from the Company or a User cannot reach the Architect, arising from the Architect’s failure of notification.
- After the completion of the registration process under paragraph 1, Architects shall strictly keep the password confidential and shall not disclose it to third parties, nor allow them to use it. The Company will treat a person who has used the correct password as the authentic Architect.
- Only after the completion of the registration process under paragraph 1, an Architect shall be able to use the services provided for in Article 8.
- An Architect can cancel the registration under paragraph 1 by contacting the Company by the method separately determined by the Company. In this case, the Company will delete the Architect’s registration information and posted information.
Article 5 (Responsibilities for using the Service)
- Users and Architects shall prepare the internet services, communication equipment, electronic devices and other necessary tools or environments for using the Service at their own expense and responsibility.
- Users and Architects confirm that the Service is available only to the extent of the purpose of the Service and that they do not acquire any other rights regarding the intellectual property rights related to the Service.
- Even if Users or Architects submit information to the Website (the “Posted Information”), the Company is not obligated to preserve the information and Users and Architects shall, based on its own responsibility, record or preserve necessary information relating to the Posted Information.
Article 6 (Liability and License regarding Posted Information)
- Users and Architects represent and warrant to the Company that the Posted Information does not violate any third-party rights (including but not limited to trademarks, copyrights, and moral rights of authors).
- In the event that the Company receives requests for including, but not limited to, complaints, objections or indemnifications for damages from third parties due to or in connection with Submitted Information, the User or the Architect who submitted the Submitted Information shall resolve them at their own responsibility. In this case, if the Company incurred any expenses (including but not limited to legal fees), or if the Company made payments to a third party, the Company is able to claim the User or the Architect who submitted the Submitted Information to compensate such expenses or payments.
- By using the Service, Users and Architects confirm that they do not acquire any rights in the Submitted Information of other Users and Architects.
- Users and Architects permit the Company or anyone designated by the Company to use its Submitted Information (including, but not limited to, reproduction, adaptation or automatic public transmission) without charge and without restriction of the area. Users and Architects agree not to exercise their moral rights of the author for Submitted Information (if any) to the Company or anyone designated by the Company.
- The Company is not responsible for the accuracy, truthfulness, completeness or usefulness of the Submitted Information and Users and Architects shall use the Submitted Information at their own responsibility.
- Notwithstanding the preceding paragraph, if the Company believes that the Submitted Information is in violation of the Terms or any laws and regulations, the Company will be able to delete the Submitted Information without notifying or obtaining approval in advance.
Article 7 (Use of the Service by Users)
Users can use the following functions on the Website.
(1) View Architects’ registered information and past works and contents published by the Company
(2) Ask questions or consult about desired designs or services
(3) Make inquiries to Architects via the Company
(4) Introduced to Architects upon he Company’s sole discretion
Article 8 (Use of the Service by Architects)
Architects can use the following functions on the Website.
(1) Make an introduction about yourself and/or your office and disclose your work
(2) Answer to questions or consultations by Users
(3) Introduced to Users upon the Company’s sole discretion
Article 9 (Negotiation, execution, and performance of design contracts)
- Users and Architects can use the Service to commence discussion to execute retainer agreement or other contracts for the purpose of designing architectures (hereinafter referred to as “Architectural Design Contracts” regardless of their name) or retainer agreement or other contracts for other designing purposes (hereinafter referred to as “Other Design Contracts”, regardless of their name, and Architectural Design Contracts and Other Design Contracts are collectively referred to as “Design Contracts”). However, negotiation, execution, and performance of Design Contracts shall be done at their own expense and responsibility. In addition, the Company does not guarantee the execution of a Design Contract.
- The services offered by the Company are limited to the matching of Architects and Users, or the assistance in communication between them. The Company does not own specialized knowledge, experience, expertise, or qualification in architectures or designing. The Company is not responsible for Design Contracts, including but not limited to the negotiations, execution, contents, or performance thereof, Users’ ability to make payments, as well as experience, expertise, or qualifications of Architects. Users and Architects agree to these conditions without objection before using the Service.
Article 10 (Referral Fee)
- If a User and an Architect have agreed and signed a Design Contract, the Architect shall pay the Company the prescribed referral fee to the bank account indicated by the Company by wire transfer. The transfer fee shall be borne by the Architect.
- The Architect shall pay the referral fee set forth in the preceding paragraph by the end of the month following the month of the execution of the Design Contract, unless otherwise agreed with the Company. If the referral fee is not paid by the due date, the Architect will pay a late payment charge of 14.6% per annum for the delayed days, together with the referral fee.
- Even if the Architect deregisters the Service, the Architect will not be released from the obligation to pay the referral fee set forth in paragraph 1.
- In lieu of paying the referral fee set forth in paragraph 1, Architects can cause a party who builds or constructs the building based on the Design Contract pay the referral fee to the Company, if agreed among the parties.
Article 11 (Notification of Formation of Contract)
- When a User and an Architect have signed a Design Contract, the User and the Architect shall each inform the Company that they have signed a Design Contract and submit a copy of the Design Contract.
- In the event that a User and an Architect have signed an Architectural Design Contract and construction contracts or any other contracts for construction, extension work, or renovation of architectures (hereinafter referred to as the “Construction Contract”, regardless of the name), the User and the Architect shall each notify the Company of the fact that the Construction Contract has been signed and submit a copy of the Construction Contract.
- In case a User or an Architect fail to notify in accordance with the preceding paragraph, the User or the Architect will be jointly responsible for the penalty charge. The penalty charge is the higher of 1 million Japanese Yen or 2% of the total fee of the Architectural Design Contract and the Construction Contract. For the avoidance of doubt, the Architect shall bear the obligation to pay the penalty charge in addition to the referral fee set forth in the preceding article. Even if the penalty charge is paid, neither the obligation nor the amount of referral fee payment shall not be exempted or reduced.
Article 12 (Construction Reports)
When architectures are constructed, extended or renovated or when a work is created based on the Design Contracts, the Architect shall report to the Company. In addition, if the Architect, with a consent of a User, publishes the architecture or other works based on the Design Contracts on media, including but not limited to websites or advertisements managed by the Architect, the Architect shall publish the same in the Website.
Article 13 (Prohibited Items)
1. Users and Architects shall not engage in any of the following actions in connection with the use of the Service.
(1) Any act in violation of laws, regulations or public order and morals, or infringement of the rights of third parties or the Company
(2) Making a false display or informing the Company with false facts
(3) Unauthorized use of the Company’s name by using the Company’s name, trademark, design, service name, employee title, or an indication that you are retained by the Company
(4) Acts of causing trouble to other Users and Architects, creating a sense of aversion, or any act that could result in these consequences.
(5) Directly contacting Users or Architects outside of the Service or making misrepresentation for the purpose of avoiding or reducing the referral fee incurred.
(6) Advertisement, promotion, or solicitation irrelevant to the purposes of the Service
(7) Altering or deleting the contents or information that can be used under the Service
(8) Using the Service by pretending to be another person, or allowing a third party to use your own name
(9) Sending or posting harmful computer programs including but not limited to viruses
(10) To use, reproduce, copy or transmit the information contained in the Website for purposes or in a way other than using the Service properly, or to access the Website for these purposes.
(11) Acts that may interfere with the operation of the Service or anything that may result in it
(12) Linking other websites for the purpose of promoting acts that fall under any of the preceding items while knowing it
(13) Other acts that the Company believes conflict with the purpose of the Service based on reasonable grounds
2. Upon the occurrence of any act falling under any of the items stipulated in the preceding paragraph or the possibility of such acts taking place, Users and Architects shall promptly notify the Company.
Article 14 (Handling of Confidential Information)
- When Users and Architects disclose confidential information to the Company when using the Service, they must specify the scope of confidential information and disclose it in a written form clearly identifying as confidential (hereinafter, these specified and disclosed information will be referred to as “Confidential Information”).
- The Company may disclose Confidential Information to Users or Architects with the consent of the User or the Architect. The User or the Architect who has received the Confidential Information from the Company shall keep it confidential, and shall not disclose or leak it to third parties. However, this does not apply to information that falls under any of the following items:
(1) Information already held without an obligation to keep confidential
(2) Information obtained in a lawful manner from a third party without an obligation to keep confidential
(3) Information developed independently, without relying on the information disclosed by the Company
(4) Information known to the public regardless of reasons or causes attributable to the User or the Architect
- Users and Architects shall only use the Confidential Information disclosed by the Company within the scope of the purpose of the Service.
Article 15 (Handling of Personal Information)
- When a User or an Architect receives the Personal Information from the Company, the User or the Architect shall manage and handle the Personal Information in accordance with the Act on the Protection of Personal Information.
Article 16 (Liability for Damages)
- Users and Architects are responsible for compensating for the damages incurred by the Company or third parties caused by breach of the Terms or its willful conduct or negligence.
- A User and an Architect shall solve any disputes with a third party or requests for, including but not limited to, queries, complaints, objections or indemnifications for damages from a third party at its own costs and responsibility in relation to the use of the Service. In such case, the User and the Architect shall indemnify the Company against any damages arising from the above disputes or requests.
Article 17 (Suspension of the Service)
- The Company can suspend the Service without prior notification at its own discretion in the event of any of the following items:
(1) In case of urgent need for maintenance or inspection of the Service or the Website
(2) Inevitable causes relating to operational or technical reasons of the Service or the Website
(3) Any reasons arising from third party services used to provide the Service
(4) In case of the Force Majeure, such as, but not limited to natural disaster.
(5) Any other cases where the Company deems it necessary to suspend the Service based on reasonable grounds
- The Company shall not be held liable for any damages whatsoever to Users and Architects due to the suspension of the Service under the preceding paragraph.
Article 18 (Measures to Suspend the Use of Certain Users or Architects)
- In the event that a User or an Architect falls under any of the following items, the Company can suspend the use of the Service by the User or the Architect without prior notice at the Company’s discretion.
(1) Violation or a reasonable speculation in violation of any part of the Terms
(2) Admission of inability to payor insolvency
(3) When there is a motion for seizure, provisional seizure, or auction, or when the User or the Architect receives a non-payment disposition on taxes and dues
(4) When there is a petition for bankruptcy, a commencement of civil rehabilitation proceedings, or a commencement of corporate reorganization proceedings, or when there is serious concern about the credit status
(5) Received a disposition such as revocation / suspension of the qualifications and permissions necessary for the use of the Service
(6) Belonging to organized crime groups, members or organizations involved in organized crime groups, corporate extortionist or other anti-social forces (collectively referred to as “Anti-social Forces”), virtually managed or involved by Anti-social Forces, using Anti-social Forces, providing funds or benefits to Anti-social Forces
(7) Any cases which are similar to any of the preceding items or Any other cases where the Company deems it necessary to suspend the use of the Service based on reasonable grounds
- The Company shall not be responsible for damages incurred by Users and Architects as a result of suspension of the use of the Service under the preceding paragraph.
Article 19 (Exemption)
Users and Architects shall acknowledge and accept that the Company shall not be held liable for any damages resulting from any of the following items, and use the Service at its own responsibility.
(1) Force majeure including, but not limited to, natural disaster, fire, typhoon, flood, tsunami, earthquake, epidemic, pandemic, demonstration, strikes, war / canisters / riots, suspension of public transportation or power outages
(2) Damage or disruption of communication lines and computers used by Users or Architects
(3) Damage or disruption of servers and systems used by the Company
(4) Disability related to the services of third parties used to provide the Service
(5) Unauthorized access, computer viruses, and other misconduct that can not be prevented by the Company’s safety measures
(6) Disputes arising between Users or Architects and any parties including Users, Architects or third parties
(7) Other reasons not attributable to the Company
Article 20 (Limitation of Liability)
- The Company is not liable for any damages whatsoever arising from the use of the Service by Users or Architects, suspension, change or termination of the Service.
- The provision of the preceding paragraph shall not apply if the User is deemed as a consumer under the Consumer Contract Law (消費者契約法).
- When the Company assumes liability for damages to Users or Architects, the scope of the Company’s indemnification shall be limited to the damage caused directly and actually to the User or the Architect, and the limit of the amount of liability for such damages shall be equal to the amount of the referral fee received by the Company under the Construction Contract signed by the User or the Architect. This does not apply when there is a willful conduct or gross negligence of the Company.
Article 21 (Notification)
The Company will send notifications to Users and Architects in an electromagnetic method or in writing, and those notifications shall be effective, for electromagnetic method, as soon as they have been sent, and, for writings, upon the arrival to the User or the Architect.
Article 22 (Termination of the Service)
The Company can terminate part of or all of the Service by publishing its intention on the Website or by notifying Users and Architects.
Article 23 (Changes to the Terms)
- The Company can change, at its own discretion, with reasonable grounds, the usage fees, the contents, or any part of the Terms, taking into account the changes in social or economic conditions, tax system, contents of the services used by the Company, laws and regulations, and other conditions that can affect the Service, or actual usage and behavior of Users and Architects regarding the Service
- When making changes to the Terms pursuant to the provisions of the preceding paragraph, the Company shall publicly announce them on the Website or notify Users and Architects of the revised Terms and the effective date.
Article 24 (Prohibition of Transfer of Rights and Obligations)
Without a prior written consent of the Company, Users and Architects shall not transfer, lease or provide collateral to third parties regarding all or part of the rights or obligations relating to the Service.
Article 25 (Separability)
Even if any provision of the Terms or any part thereof becomes invalid pursuant to the laws or regulations, only the concerned portion will be deemed as deleted from the Terms, and the effectiveness of any provision outside of the invalid portion will not be affected. The invalid portion shall be filled with contents that most closely matches the purpose of the invalid portion.
Article 26 (Agreement Jurisdiction)
The Tokyo District Court (東京地方裁判所) shall be the exclusive court of jurisdiction for the first trial of any disputes relating to the Service.
Article 27 (Governing Law)
The validity, content, and interpretation of the Service as well as the Terms shall be governed by the Japanese Law.
Established: November 30, 2020