Training Services Terms and Conditions
Article 1 (Scope of Application)
These are the terms and conditions of the training services (hereafter referred to as “Terms and Conditions”) provided by Invite Japan Corporation (hereinafter referred to as the “Party A”), which apply to all contracts (hereinafter referred to as “Individual Contracts”) concluded between Party A and users (hereinafter referred to as “Party B”) for the use of various training programs (hereinafter referred to as “Training Programs”) provided by Party A to Party B. If Party B concludes an Individual Contract and uses the Training Programs, it shall be deemed to have agreed to these terms and conditions.
Article 2 (Application and Conclusion of Contract)
- The Individual Contract shall be concluded when Party A has accepted the application submitted by Party B in the specified application form (document or electronic application system), which includes the necessary information, and Party A has notified Party B of such acceptance.
- If a separate individual contract is concluded regardless of the format specified in the preceding paragraph, the individual contract shall be deemed concluded when both Party A and Party B sign the separate Individual Contract.
- If any changes occur in the information that Party B has provided to Party A through the application form specified in Paragraph 1 or other notifications, Party B shall promptly notify Party A of the change using the prescribed method.
- Party A shall not be responsible for any damages incurred by Party B as a result of Party B’s failure to make the correspondence specified in the preceding paragraph, which causes Party A’s notification to Party B to not arrive or be delayed.
Article 3 (Relation to Individual Contracts)
Notwithstanding Article 1, in the event that the parties (Party A and Party B) conclude an Individual Contract, if the content of the Individual Contract contains provisions that are not stipulated in these Terms and Conditions or provisions that differ from the content of these Terms and Conditions, the content of the individual contract shall take precedence.
Article 4 (Content of Training Programs)
The content of the Training Programs that Party A will provide to Party B shall be as follows (Note: the specific details of the implementation period, implementation content, implementation location, fees, and other individual details related to the Training Program shall be determined separately through consultation between Party A and Party B):
(1) Dispatch Team Training
(2) Online Team Training
(3) Outdoor Scavenger Hunt Team Training
Article 5 (Fees and Expenses)
- The fee for the Training Programs (hereinafter referred to as the “Training Fee”) shall be determined by Party A based on the content of the Training Program, duration, number of participants, and other relevant factors.
- In addition to the preceding paragraph, Party B shall bear all expenses incurred in connection with the implementation of the training program (including actual expenses for shipping materials necessary for the training kit, transportation, accommodation, and other actual expenses). However, if the Parties agree otherwise, this shall not apply.
- If there is a discrepancy between the Training Fee posted on Party A’s website and the Training Fee indicated in the estimate, the Training Fee indicated in the estimate shall take precedence. Furthermore, if there is a discrepancy between these Terms and Conditions and the estimate in any matter other than the Training Fee, the contents indicated in the estimate shall take precedence.
Article 6 (Payment)
- Payment of the Training Fee and other expenses shall be made at the end of the month following the month of implementation. However, if there is a request from Party B, Party A shall discuss and separately determine any changes in the deadline and payment date.
- Notwithstanding the provisions of the preceding paragraph, with respect to the Training Fees and other expenses in Item 1 of Article 4, Party B shall, by the date designated by Party A, either transfer the payment to the account designated by Party A or make the payment by a prescribed method. If payment is not made without prior notice by the date specified by Party A, Party A shall deem it a cancellation on the part of Party B, take necessary measures such as suspension of the training program, and receive cancellation fees from Party B as provided in Article 7.
- All fees related to payment of the Training Fees and other expenses stipulated in these Terms and Conditions, as well as fees for refunding to Party B from Party A, shall be borne by Party B. However, this shall not apply if there are reasons attributable to Party A’s fault.
Article 7 (Changes and Cancellation)
- In case the number of participants needs to be changed due to reasons attributable to Party B, Party B may make changes to the number of participants within 10% of the originally scheduled number. In case of an increase of more than 10% in the number of participants, Party B shall notify Party A of the change no later than 7 days prior to the scheduled date of the training program. Party A shall promptly notify Party B of its acceptance or rejection of the change and the revised Training Fee after considering whether to accept or reject the change. In case of a decrease of more than 10% in the number of participants, Party B shall pay 90% of the Training Fee for the number of participants originally scheduled to attend.
- In case Party B cancels the Training Program after applying for it, Party B shall pay the following cancellation fees:
(1) No fee if the cancellation is made 61 days prior to the scheduled date of the Training Program;
(2) 30% of the Training Fee if the cancellation is made between 90 and 61 days prior to the scheduled date of the Training Program;
(3) 50% of the Training Fee if the cancellation is made between 60 and 31 days prior to the scheduled date of the Training Program;
(4) 70% of the Training Fee if the cancellation is made between 30 and 8 days prior to the scheduled date of the Training Program;
(5) 90% of the Training Fee if the cancellation is made between 7 days and the day before the scheduled date of the Training Program;
(6) 100% of the training fee if the cancellation is made on the day of the scheduled date of the training program.
- In case of cancellation of a training program held outside the office, Party B shall pay, in addition to the cancellation fees specified in the preceding paragraph, all actual expenses incurred, including transportation, accommodation, cancellation fees for venues and facilities (including handling fees), preparation costs for training materials already produced, planning and customization fees specified in the estimate, and any other actual expenses incurred.
Article 8 (Disclaimer and Limitation of Liability for Online Training)
- Even if Party A is responsible for any reason, Party A shall not be liable for damages suffered by Party B beyond the amount of compensation for the online training paid by Party B to Party A, and Party A shall not be liable for damages related to incidental, indirect, special, future, and lost profits.
- Party B shall act, speak, behave, post, speak out, and transmit at their own discretion and responsibility in regards to the online training, and Party A shall not be responsible for any transactions, contacts, or disputes between Party B and third parties related to the online training.
- Party B shall, at their own expense, prepare the necessary equipment, such as personal computers, smartphones, internet connection, headphones, web camera, and software installation necessary to use the online training. Even if interruptions, speed reductions, malfunctions, suspensions, or interruptions occur due to the condition of party B’s internet connection, computer environment, or other unforeseen reasons, party A shall not be liable for any damages suffered by party B.
- Party B agrees that Party A may record or videotape the online training for the purpose of improving its quality.
Article 9 (Suspension, etc. in Case of Unavoidable Circumstances)
In the event that any of the following apply, Party A may suspend or interrupt all or part of the online training without prior notice to Party B. In this case, Party A shall not be liable for any damages incurred by Party B and shall not provide any refund or extension of the usage period:
(1) When maintenance or inspection of equipment, computers, systems or communication lines necessary for the provision of online training is required;
(2) When equipment, computers, systems or communication lines necessary for the provision of online training become unusable due to unavailability, defects, accidents, etc.;
(3) When service provision becomes difficult due to natural disasters, such as fire, lightning, earthquakes, floods, or power outages, or other events beyond Party A’s control;
(4) When service provision becomes difficult due to the intervention of so-called hackers or other similar causes;
(5) When Party A deems it necessary to suspend or interrupt the service due to unavoidable circumstances other than those mentioned above.
Article 10 (Termination by Party A)
- In the event that any of the following circumstances arise with Party B, Party A may immediately terminate the individual contract without any notice or warning, and this will not prevent Party A from seeking damages from Party B:
(1) Issuance of a dishonored bill or check, or when subject to a suspension of bank transactions.
(2) When subjected to seizure, provisional seizure, provisional disposition, auction, compulsory execution, or delinquent measures exercised by public authority.
(3) When bankruptcy, civil rehabilitation proceedings, or corporate reorganization proceedings are filed or received, or when a resolution to dissolve is passed.
(4) When Party B or a third party utilizes violent acts, fraudulent acts, threatening language, or obstructive acts in business.
(5) When Party B or their officers or employees are found to be members of organized crime groups, gang members, related companies or organizations, or other anti-social forces (hereinafter referred to as “Gangs”).
(6) When Party B or their officers or employees fail to cooperate with Party A’s investigation into whether they are involved with Gangs, or fail to provide requested materials, etc.
(7) When Party B becomes unlocatable or unreachable for more than one month.
(8) When it is discovered that information submitted or sent to Party A regarding Party B contains falsehoods or significant omissions. Also, when there is gross negligence or fraudulent behavior..
(9) When Party B violates the provisions of these Terms and Conditions or the Individual Contract.
(10) When any situation arises that is equivalent to the preceding items and Party A deems it unavoidable.
- Even if Party B or any of its affiliates suffer damages as a result of Party A’s termination of the Individual Contract based on the preceding paragraph, Party A shall not be liable for any damages arising therefrom.
- In the case provided for in paragraph 1, Party B shall forfeit the benefit of any deadlines for all obligations to be borne by Party B to Party A.
Article 11 (Exclusion of Anti-Social Forces)
- Party A and Party B shall declare that they do not fall under any of the following categories of anti-social forces, which include but are not limited to: (i) organized crime groups, members of organized crime groups, or persons who have ceased to be members of organized crime groups within the past five years; (ii) quasi-members of organized crime groups; (iii) companies related to organized crime groups; (iv) persons engaged in activities commonly associated with organized crime groups, such as extortionists, social movement hoodlums, or special intelligence violent groups; (v) groups or individuals who pursue economic benefits through the use of violence, intimidation, and fraudulent methods, or who have relationships with such groups; (vi) persons who provide funds or other benefits to such groups, or who offer them assistance; and (vii) persons who are otherwise socially condemned. They shall also guarantee that they will not fall under any of the aforementioned categories of anti-social forces in the future.
- Party A and Party B shall guarantee that they will not engage in any of the following acts, either on their own or through a third party:
(i) violent demands;
(ii) unreasonable demands that exceed legal responsibility;
(iii) acts such as the use of threatening language or violence
(iv) acts including the spreading rumors, using false information or exercising power to damage the reputation of the other party or disrupt their business operations; and
(v) any other acts similar to those listed above.
- If Party A or Party B violates any of the provisions set forth in the preceding paragraphs, the other party may terminate the contract without prior notice or demand.
- The party whose contract is terminated pursuant to the preceding paragraph shall be liable for any damages incurred by the other party as a result of such termination. Furthermore, the terminated party shall have no right to make any claims against the other party.
Article 12 (Damages)
Party A and Party B shall be obligated to compensate the other party for any damages caused by their own fault, limited to direct and ordinary damages. However, Party A’s liability for damages shall be limited to the amount stipulated in the Individual Contract in question.
Article 13 (Prohibition of Transfer of Rights and Obligations)
Party A and Party B shall not transfer all or part of their position under these Terms and Conditions or Individual Contracts, or the rights and obligations arising from these Terms and Conditions or Individual Contracts to a third party without prior written consent from the other party.
Article 14 (Subcontracting)
Notwithstanding the provisions of the preceding article, Party A may subcontract the performance of all or part of the Training Programs provided under this agreement or Individual Contracts to a third party, provided that the third party assumes obligations equivalent to those of Party A under these Terms and Conditions or Individual Contracts.
Article 15 (Prohibitions)
Party B shall refrain from engaging in any of the following acts or any act that Party A deems to be applicable:
(1) Any act that infringes upon the intellectual property rights, portrait rights, privacy rights, reputation, or any other rights or interests of Party A or any third party, including but not limited to photographing, filming, recording or any similar act in relation to the training business conducted by Party A.
(2) Any act that goes beyond the scope of use of online training, including but not limited to reproduction, transmission, reprinting, modification, and other acts.
(3) Any act related to criminal activities or acts that violate public order or morals.
(4) Any act of transmitting obscene information or information harmful to minors.
(5) Any act of soliciting or pursuing religious or political associations, multi-level marketing schemes, or sexual transactions with Party A or any third party.
(6) Any act that violates the laws or internal rules of industry associations to which Party A or Party B belongs.
(7) Any act of transmitting information containing harmful computer programs such as computer viruses.
(8) Any act that may hinder the operation of Party A’s online training.
(9) Any act of impersonating a third party, such as using a third party’s ID or password, or allowing a third party to use one’s own ID and password, or lending, transferring, changing ownership, selling or buying them.
(10) Any other act that Party A deems inappropriate.
Article 16 (Exemption Clause)
Party A shall not be liable for any delay or inability to perform all or part of the provisions of these Terms and Conditions or Individual Contracts due to any reasons beyond its control which cannot be attributed to Party A, including but not limited to natural disasters, war, riots, civil unrest, changes in laws and regulations, exercise of public authority such as governmental orders, dispositions, requests by the government, accidents in communication lines, delay in transportation or customs clearance, etc.
Article 17 (Definition of Confidential Information)
- Confidential information, as used in these Terms and Conditions and any Individual Contract, refers to any useful technical or business information related to the provision or use of Training Programs that is disclosed by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”), regardless of the means of information disclosure, including but not limited to oral, written, and electronic media, and which falls under any of the following categories:
(1) Information disclosed in tangible form, such as written materials, diagrams, and other related documents, clearly indicating that it is confidential;
(2) Information disclosed in intangible form, such as orally, which is clearly indicated to be confidential and for which a written document indicating its confidentiality is disclosed within 30 days after the oral disclosure.
- Notwithstanding the provisions of the preceding paragraph, information for which the Disclosing Party has obtained prior written consent or which falls under any of the following categories shall not be considered confidential information:
(1) Information that was already publicly known or available before the Receiving Party received it;
(2) Information that the Receiving Party already legitimately possessed before receiving it;
(3) Information that became publicly known due to reasons not attributable to the Receiving Party after receiving it;
(4) Information that the Receiving Party obtained lawfully from a third party without any obligation of confidentiality;
(5) Information that the Receiving Party independently developed without using the information received;
(6) Information requested to be disclosed by law (provided, however, that this provision shall not apply beyond the scope necessary to comply with such request).
Article 18 (Confidentiality)
- The Receiving Party shall not disclose or leak confidential information to any person other than its own officers and employees (hereinafter referred to as “Employees”) who need to know such confidential information in order to provide or use the Training Program. The Receiving Party shall also ensure that its Employees comply with the same obligations that the Receiving Party is obliged to comply with under these Terms and Conditions and any Individual Contract.
- The Receiving Party shall use confidential information solely for the purpose of providing or using the Training Program and shall not use confidential information for any other purpose.
- The Receiving Party shall manage confidential information with the care of a prudent manager in order to comply with the confidentiality obligations under this article.
- The Receiving Party shall take appropriate measures, as it deems appropriate, to prevent the unauthorized disclosure or loss of documents, electronic media, or other materials (hereinafter referred to as “Confidential Materials”) containing confidential information received from the Disclosing Party. In the event of any loss, the Receiving Party shall immediately notify the Disclosing Party and follow the instructions of the Disclosing Party with respect to any subsequent measures.
- Unless otherwise approved in writing by the Disclosing Party in advance, the REceiving Party shall not duplicate or reproduce Confidential Materials, except to the extent necessary to provide or use the Training Program. The provisions of these Terms and Conditions and any Individual Contract shall also apply under this article to duplicated Confidential Materials.
- Confidential Materials under paragraph 4 include any materials that document the confidential information disclosed by the Disclosing Party to the Receiving Party, regardless of the method of disclosure.
Article 19 (Handling of Personal Information of Training Instructors)
Party B shall handle the information regarding instructors, facilitators, and operational staff (collectively referred to as “Instructors”) dispatched by Party A for the implementation of the training program, which includes personally identifiable information such as images, histories, and names, either received from Party A or obtained by Party B itself, in accordance with the following provisions:
(1) Information regarding Instructors shall not be disclosed, except with the prior approval of Party A.
(2) When using information regarding Instructors within Party B, prior approval from Party A shall be obtained.
(3) Even in cases where information regarding instructors has been disclosed based on the provisions of paragraph 1 of this article, Party B shall discontinue the publication thereof if requested by Party A.
(4) In the event that Party B enters into an Individual Contract with a third party, Party B shall ensure that such third party complies with the provisions of each item of this article.
Article 20 (Definition of Personal Information, etc.)
The term “personal information, etc.” as used in these Terms and individual contracts shall mean those falling under each of the following items:
(1) “Personal information” as defined in Article 2, Paragraph 1 of the Act on the Protection of Personal Information (Act No. 57 of 2003, hereinafter referred to as the “Personal Information Protection Act”)
(2) Information that Party A and Party B have specifically agreed to designate, in addition to the preceding item.
Article 21 (Handling of Personal Information)
- Party A shall comply with the Personal Information Protection Act and other relevant laws and regulations (hereinafter referred to as “Laws and Regulations”), and handle personal information obtained with the consent of Party B as confidential information in accordance with Laws and Regulations.
- Party A shall use the personal information provided by Party B only for the purposes of inquiry response, management of training programs, providing information on other training programs, and creating statistical data, and shall not use it for any other purpose.
- Party A shall take necessary measures to prevent the unauthorized use, leakage, loss, or alteration of personal information and to ensure the appropriate management of personal information.
- Party A shall not provide personal information to a third party without the prior consent of Party B, except as provided by law. In the event that Party A outsources its business to a third party and provides personal information to the extent necessary with the consent of Party B, Party A shall conduct necessary investigations regarding the outsourced third party and ensure appropriate supervision to maintain confidentiality.
Article 22 (Ownership of Intellectual Property Rights)
The rights to intellectual property regarding works provided by Party A based on these Terms and Conditions or Individual Contracts shall belong to Party A. Party B shall not use, reproduce, transcribe or distribute such works without prior written permission from Party A.
Article 23 (Governing Law)
These Terms and Conditions and any Individual Contracts shall be governed by Japanese law.
Article 24 (Jurisdiction)
Regarding any legal proceedings related to these Terms and Conditions or Individual Contracts, the Tokyo District Court shall be the exclusive agreed jurisdictional court of first instance.
Article 25 (Amendment of Terms and Conditions)
Party A may amend these Terms and Conditions. In the event that changes are made to these Terms and Conditions during the implementation of an Individual Contract, Party A shall publish the amended terms on Party A’s website (https://www.invitejapan.com/) and notify Party B of the amendment. Party B shall be deemed to have agreed that the amended terms shall apply between Party A and Party B from the time when Party A notified Party B of the amendment.
Article 26 (Effectiveness Upon Termination of Contract)
Even if an individual contract is terminated due to expiration of its term or any other reason such as termination by Party A under Article 10, damages under Article 12, prohibition on transfer of rights and obligations under Article 13, definition of confidential information under Article 17, confidentiality obligations under Article 18, definition and handling of personal information under Articles 20 and 21, attribution of intellectual property rights under Article 22, choice of law under Article 23, and jurisdiction of courts under Article 24, the provisions of these articles shall continue to be effective.
Article 27 (Language)
This Terms and Conditions is made in Japanese and translated into English. The Japanese text is the original and the English text is for reference purposes. If there is any conflict or inconsistency between these two texts, the Japanese text shall prevail.
Article 28 (Effective Date)
This agreement shall be applicable from and after April 1, 2022.