Terms of Use
Article 1. Chapter 1 (General Provisions) Definition of Terms
Definitions of the key terms in this Terms of Use shall be as set forth in the following items:
1.
“Services” means ‘ANDPAD’, the cloud-based information sharing services provided by ANDPAD Inc. (hereinafter referred to as the “Company”) for the purpose of construction management on the Websites. The Services shall include ‘ANDPAD’ and other related services provided on the Websites.
2.
“Websites” means the websites operated by the Company in relation to the Services, including https://andpad.jp/ and the subdomains and subdirectories thereof.
3.
“Use Contract” means the agreement for receiving the provision of the Services from the Company.
4.
“Contracting Party” means the party entering into the Use Contract with the Company based on this Terms of Use.
5.
“User” means the third party who is allowed by the Contracting Party to use the Services based on this Terms of Use. Further, the User shall be deemed to use the Services for the business of the Contracting Party.
6.
Hereinafter, all of the ‘Contracting Party’ and the ‘User’ shall be collectively referred to as the “Client”.
Article 2. Application and Amendment of the Terms
1.
This Terms of Use shall apply to all Clients. If this Terms of Use is not agreed upon, the Services shall not be usable.
2.
When there are other rules in connection with the Services (including the Privacy Policy; hereinafter referred to as the “Other Rules”) on the Websites, such Other Rules shall form a part of this Terms of Use. In case of discrepancy between the provisions of this Terms of Use and the contents of the Other Rules, this Terms of Use shall prevail.
3.
The Contracting Party shall, when the User allowed by such Contracting Party commences using the Services, have the responsibility to explain to, and cause such User to agree and comply with the contents of this Terms of Use. In the event such User is in breach of the obligations under this Terms of Use, the Contracting Party shall be liable directly to the Company for such breach of obligation.
4.
The User who cannot understand the contents of this Terms of Use or do not agree with this Terms of Use or fails to comply with this Terms of Use shall not be able to use the Services.
5.
The Company may amend this Terms of Use in accordance with the provisions of the Civil Code of Japan and the Client accepts such amendments.
The Company shall, in case of amending the Terms of Use, clearly specify, and for a reasonable period of time prior to such effective date, inform the Client from time to time of the contents of the amendment and the effective date by posting on the Websites or other method as the Company deems appropriate. The relevant amendments shall take effect from such effective date.
Article 3. Provision of the Services
1.
The Company shall provide the Services to the Client. The detailed contents of the Services shall be subject to the contents of the plan (https://andpad.jp/) as prescribed separately.
2.
The Client shall, at its own liability and expense, prepare the environment necessary to use the Services such as hardware, software, internet connection lines, ensuring security (hereinafter referred to as the “Usage Environment”), and maintain the most up-to-date conditions.
3.
The Company shall not be liable for any delay or error in the provision of the Services due to the defections in or relating to the Usage Environment of the Client.
Article 4. Intellectual Property Rights
1.
All patent right, utility model right, design right, trademark right, copyright, rights under the Unfair Competition Prevention Act of Japan, and all of other economic or moral rights in connection with the program, service provision screen, the Website or otherwise, and the Services (hereinafter referred to as the “Intellectual Property Right”) shall be entirely vested in the Company or its licensors.
2.
The Client may use the Services based on the execution of the Use Contract for the Services, however, shall not acquire the Intellectual Property Rights in connection with the provided Services. In respect of a part or the whole of the Services, the Client shall not reverse engineer, decompile, or disassemble, or take any other acts of analyzing.
Article 5. Contract Term
1.
Formation of Contract and Use Commencement Date
The contract shall be formed after an internal review upon the application form for use of the Services. Thereafter, the use of the Services shall be commenced through the opening of the account for management. The Use Commencement Date shall be as set forth in the application form for use of the Services.
2.
Term of Contract
The contract term shall be one (1) year from the Use Commencement Date set forth in the application form for use of the Services. The contract term shall automatically be extended for one (1) year, provided that there is no request to terminate the contract through the termination procedures under Article 18 from the Contracting Party to the Company on or before the time limit provided for separately by the Company, and the same shall apply thereafter.
3.
Internal Review
The Company may, if any of the following items apply to the application for use of the Services, reject such application or immediately terminate the Use Contract without any notice or demand. Even in such case, the Company shall not be obligated to disclose the reason for such measure to the applicant, and the applicant shall not object to the Company’s decision:
1)
If the application was made with false information, or it is found that it was made with false information;
2)
If the applicant has previously breached, or the Company judges that the applicant is likely to breach in the future, its contractual obligations in relation to the Services or other services provided by the Company;
3)
If the Company judges, for reasonable grounds, that it is difficult to continue providing the Services to the applicant;
4)
If the application was made for purposes other than the use of the Services;
5)
If the Company otherwise judges the applicant to be inappropriate.
Article 6. Use Period, Etc. of the User
Within the term of the Contracting Party’s contract, while being registered as a User by the Contracting Party, the User shall be able to use the Services.
Article 7. Certification and Password Management, Etc.
1.
In using the Services, registration of email address and password shall be necessary.
2.
The Client shall manage and use the email address and password at its own liability. In the event any harm occurs to the Client as a result of the inappropriate management and use of the password by the Client, the Company shall not take any liability.
3.
The Contracting Party shall implement the operation explanation on the hardware and software to the Client, the change of the Client’s password upon loss of the hardware, and
the deletion of the Client’s account when it becomes unwanted, and shall manage properly the handling of personal information.
4.
When the Client logs in by inputting the registered email address and password and uses the Services, the Company shall deem that the Client who registered the email address and password is using the Services personally.
Article 8. Usage Fee
1.
In using the Services, the Contracting Party shall pay the usage fee pursuant to the provisions of the following items:
1)
Fee
The Services’ usage fee, calculation method, payment method and other matters shall be in accordance with the plan (https://andpad.jp/) and other contents as provided for separately by the Company.
2)
Payment method
To make payment by the method provided separately by the Company. In case of bank remittance, the remittance fees shall be borne by the Contracting Party.
3)
Incurrence of usage fee and payment date
The usage fee shall incur from the Use Commencement Date. The payment date shall be set forth in the application form.
2.
Note on Payment of Fee
Whether or not using during the contract term, all usage fee during the contract term must be paid.
3.
Revision of Fee
The Company may revise or make a partial change to the fees without the consent of the Contracting Party, and the Contracting Party shall pay the revised fee by the method designated by the Company.
4.
Delays in Payment
In the event payment of the usage fee cannot be confirmed, the Contracting Party shall, upon request of the Company, immediately pay the unpaid amount and the damages for delay at the annual rate of 14.6% by the method designated by the Company.
If such payment of the usage fee is not confirmed or not paid in full prior to the due date as designated by the Company, the procedures for suspension of the Services or termination of the Use Contract may be carried out pursuant to Article 14 and Article 19.
5.
Other Payments
Notwithstanding the terms other than this Article, the fee and the payment method relating to the use of ANDPAD App Market (as defined in Article 32) shall be provided separately by the Company or the Developer (as defined in Article 32).
Article 9. Change in Filed Matters
The Client shall, in case a change to the contents of the application form filed to the Company at the time of applying for the Services occurs, shall promptly file the changed contents by the method designated by the Company.
Article 10. Personal Information Handling
1.
The Company shall properly handle the personal information of the Client in accordance with This Terms of Use and the Privacy Policy (https://andpad.jp/privacy).
2.
The Company may provide the Client with the personal information of the other Client through joint use. The Client received provision of the personal information through joint use shall use such personal information only within the scope of the purposes of the joint use as set forth in the Privacy Policy referred to in the preceding paragraph, and shall not use for any other purposes.
3.
In case of receiving the provision of personal information from the Company following the provision of the Services, the Client shall properly deal with such personal information in accordance with the Act on the Protection of Personal Information of Japan, other relevant laws, regulations and guidelines, etc. and shall take the necessary measures in order to properly manage the personal information and prevent leakage, loss, falsification, etc.
4.
In case the Client uses the survey function of the Services and obtains the personal information of the survey respondents, the Client shall become the personal information collecting person. In such case, the Client shall explain or clearly indicate to the survey respondents that the survey respondents may be linked to the survey results, shall comply with the Act on the Protection of Personal Information of Japan and other laws regulations in using the survey function, and shall assume all obligations as the collecting person and manager of the personal information and the information relating to the survey answers.
Article 11. Change in the Services’ Contents
The Company may, without prior notice to the Client, change the contents of the Services such as the conditions to the Services, price, partial revision or abolition of the Services, and the Client accepts such change.
Article 12. Third Party’s Services
1.
If the Client requested, there may be coordination between the Services and the services operated by third parties other than the Company (comprising of applications and contents, etc., hereinafter referred to as the “Third Party’s Services”, and including but not limited to the Developer’s Services set forth in Article 32 and the services provided through API). Such coordination between the Services and the Third Party’s Services does not mean partnership, cooperation, authorization, or any other cooperative relationships whatsoever between the Company and the person operating the Third Party’s Services, and the Client shall, at its own liabilities, make appropriate confirmation of the Third Party’s Services, the Third Party’s Services’ contents, terms of contract and terms of use, the accuracy, completeness, etc. of the data or otherwise obtained through the coordination with the relevant Third Party’s Services.
2.
The Client shall, at its own liabilities, use the Third Party’s Services, and shall resolve, at its own expenses and liabilities, the disputes and all of the other claim and debt relationships with third parties or the person operating the relevant site or service resulted from the coordination with the Third Party’s Services, and shall not cause any trouble whatsoever to the Company, or indemnify the damages (including the attorney’s fee) thereby incurred by the Company.
3.
In case of implementing the coordination between the Services and the Third Party’s Services, the Company may provide third parties such as the person operating the Third Party’s Services, and the service entrusting party thereof with the Transmitted Information (as defined in Article 20) such as the data inputted, transmitted by the Client through the Services, and the Client agrees therewith.
4.
The Client acknowledges in advance that the data obtained through the coordination with the Third Party’s Services may not be displayed accurately on the Websites due to abnormal incidents with the communication equipment, etc. or other events.
5.
The Client shall, in using the Third Party’s Services, comply with the separate terms of use and other agreements between the Client and the person operating the Third Party’s Services.
Article 13. Suspension of Services
The Company may suspend the provision of the Services temporarily in the event falling under one of the following items, and the Client shall use upon acknowledgement of this provision:
1.
The event of implementing periodical or urgent maintenance of the Services’ system;
2.
The event the Services may not be provided due to fire, power outage, accident or otherwise;
3.
The event the Services may not be provided due to earthquake, eruption, flood, tsunami or otherwise;
4.
The event the Services may not be provided due to war, disturbance, riots, civil commotion, labor disputes or otherwise;
5.
The event the Services may not be provided due to damages to the telecoms environment or the external environment or server attacks, or other events that the control by the Company is not feasible or difficult;
6.
Unforeseeable technical problems;
7.
Other event that the Company deems a temporary suspension of the Services is necessary, whether of a technical or operational.
Article 14. Discontinuance of Services due to the Client’s Circumstance
In the case the discontinuance cause set forth in each of the following items exists, the Company may discontinue the provision of the Services to the Client until the resumption cause set out in each items occurs:
1.
(Discontinuance Cause)
In case the Company requested the Client for payment of the unpaid amounts in accordance with the provisions of Article 8.4, and the payment of the unpaid amounts cannot be confirmed by the end of the term designated at the time of the request.
(Resumption Cause)
The deposit of all unpaid amounts is confirmed.
2.
(Discontinuance Cause)
Unpaid amounts arises, and contact from the Company to the Contracting Party cannot be made.
(Resumption Cause)
Contact to the Contracting Party is made, and the deposit of all unpaid amounts is confirmed.
3.
(Discontinuance Cause)
In the event it is necessary to make contact from the Company to the Client, and contact to the Client cannot be made.
(Resumption Cause)
Contact to such Client is made.
4.
(Discontinuance Cause)
In case of a violation of Article 18, and the violation situation is not remedied.
(Resumption Cause)
The situation of violation of Article 18 is remedied.
Article 15. Cancellation of Services
1.
The Company may terminate the contract for the Services, or cancel the provision of the Services in case of occurrence of the unavoidable circumstances.
2.
In case of cancelling the Services, the Client shall be notified in advance by a notice on the Websites or other appropriate methods, except for cases of emergency or other unavoidable circumstances.
Article 16. Termination by the Contracting Party
1.
The Contracting Party may terminate the Use Contract for the Services by requesting termination through the proceedings provided for by the Company within the term set forth separately by the Company.
2.
The termination date shall be the date the request for termination reached the Company, and if the termination is completed, a notice indicating that the termination is completed shall be given to the Contracting Party.
3.
All amounts of the part of the contract term provided for by the Company shall be paid in whole regardless of the termination in the midst of contract term, or the number of used days, and, even in case there is usage fees already paid, the return from the Company to the Contracting Party shall not be made.
Article 17. No Assignment
1.
The Company may assign the claim against the Client to a third party, and the Client accepts that for such purposes the personal information, etc. of the Client shall be provided to the relevant third party.
2.
The Client may not, without prior written consent of the Company, in respect of the rights and obligations based on the status under this contract or the Services, assign, transfer, create security, or otherwise deal with, unless the Company specified as a content of the Services.
Article 18. Prohibited Matters
In using the Services, the Client shall not take any acts falling under the following items by itself or by using a third party, whether intentionally or with negligence:
1.
Act of sending the copyrighted works or the copies thereof of other person without obtaining approval, act of sending things that is of other person’s privacy and business secret, act violating the copyright, intellectual property rights such as trademark right, property, privacy or portrait right of the Company or a third party, or act that is likely to be as aforementioned;
2.
Act of causing harm or damage to the Company or a third party, or act that is likely to be as aforementioned;
3.
Act of violating human right of a third party or act of violating public order and morality, or act that is likely to be as aforementioned;
4.
Criminal act or act connected with criminal act such as using the Services for the purpose of the means of executing crimes such as fraud or intimidation, and inducement or incitement of crimes, and act that is likely to be as aforementioned;
5.
Act that hinders the operation of the Company or the Services such as using the Services or the Third Party’s Services in a manner that imposing an extreme load on the server of the Company or a third party, or act that is likely to be as aforementioned;
6.
Act corresponding to unauthorized access or cracking;
7.
Act of carrying out a particular access other than the use of web browser within the normal scope;
8.
Act of damaging the credit of the Company or the Services, or act that is likely to be as aforementioned;
9.
Act of making false statement or registration to the Company;
10.
Act of use, or provide the harmful program such as computer virus, through the Services, or in connection with the Services, or act that is likely to be as aforementioned;
11.
Act violating the laws and regulations (including but not limited to the Construction Business Act of Japan and the Act on Ensuring Proper Transactions Involving Specified Entrusted Business Operators of Japan);
12.
Act of allowing a third party other than the Client to input the email address and password registered as the Client’s things, and use the Services;
13.
Act of lending, assigning the status in the Use Contract to a third party without the prior written consent of the Company;
14.
Act of reverse-engineering, decompiling, or disassembling the Services or the Third Party’s Services in part or in whole, or otherwise analyzing the Services;
15.
Acts in violation of Article 26 (Elimination of Anti-Social Forces);
16.
Act directly or indirectly causing or facilitating the acts set forth above;
17.
Other acts that the Company deems inappropriate.
Article 19. Termination by the Company
1.
The Company may immediately terminate the Use Contract, without notifying the Client in advance, whether it is attributable to the Contracting Party or not, in the event the Client breaches the preceding Article, and other provisions set forth in this Terms of Use, and may restrict the use of the Services, restrict making transmittable or deletion of the transmission information, and take other measures deemed necessary by the Company.
2.
The Company shall not return the usage fee already paid in the event the Use Contract is terminated in accordance with the provisions of the preceding clause.
Article 20. Agreed Matters Related to the View, Use, Disclosure and Deletion of Data
1.
In respect of the information inputted at the time of registration by the Client and information inputted or transmitted through the Services by the Client such as information on the properties (hereinafter referred to as the “Transmitted Information”), the Company shall make effort to manage safely, and pay careful attention.
2.
The Client shall remain holding the copyright relating to the Transmitted Information after the transmission. In providing the Services and the Third Party’s Services to the Client, the Company may make copy, adaptation, automatic public transmission, and make transmittable as necessary for the purposes thereof, and other use of the Transmitted Information.
3.
Notwithstanding clause 1, in consideration of the fact that the Services is a service via the internet telecommunications network basically containing risks of loss, change, destruction, etc. of information, the Client shall back up the Transmitted Information at its own liabilities. The Company shall make efforts to recover the Transmitted Information, but shall not take any liabilities in respect of damages incurred by the Client due to a lack of such back-up.
4.
The Company may view, use the Transmitted Information in the cases falling under any of the following items, and may disclose to a third party the Transmitted Information in the cases falling under any of the following items:
1)
For the preparation and execution of transactions, and for the provision, operation, and maintenance of the Services (for the purpose of this item, “the Services” shall include the services provided by the Company and its subsidiaries and affiliates (collectively, the “Company Group”), as well as services linked to the services of the Company Group). Such purposes include the following:
(i)
To make necessary communications for preparation and execution of transactions;
(ii)
To register and manage transaction status;
(iii)
To make administrative communications related to the Services;
(iv)
To customize the contents of the Services according to the Client's usage status;
(v)
To investigate, prevent, or respond to system failures related to the Services;
(vi)
To ensure security of the Services and to investigate, prevent, or respond to
unauthorized use.
2)
To introduce or propose products or services to the Client. This includes introducing or proposing products or services of the Company or third parties based on analysis of the Client’s usage status of the Services via direct mail, etc.
3)
To utilize for planning, development, and improvement of products and services. This includes analyzing the Client’s usage of products or services for planning, development, and improvement by the Company or third parties, and using recorded telephone conversations with the Client for improving service quality.
4)
To assist in planning and implementing marketing strategies. This includes analyzing the Client’s usage of the Services for marketing purposes by the Company or third parties, and sending invitations to seminars or exhibitions hosted or attended by the Company.
5)
To contribute to data analysis, research and development, publication, etc. This includes using personal data as training data for developing artificial intelligence.
6)
To respond to various inquiries from the Client.
7)
To conduct operations incidental or related to any of the above items.
5.
The Company and the Company Group may, to the extent necessary to achieve the following purposes, share and use the Transmitted Information (excluding the personal information of the Contracting Party’s customers such as name, address, contact details, and the contents of messages and other communications transmitted through the Services that fall under telecommunications confidentiality), and may also disclose such Transmitted Information to third parties. The Client hereby agrees in advance to such sharing and disclosure. The Company shall cause the members of the Company Group with which the Transmitted Information is shared to comply with the obligations set forth in this Article:
1)
To introduce or propose products or services of the Company Group or third parties to the Client (including based on analysis of the Client’s usage status of the Services);
2)
To assist in planning, development, and improvement of products or services of the Company Group or third parties;
3)
To assist in planning and implementing marketing strategies of the Company Group or third parties;
4)
To assist in data analysis (including use of data for AI training), research and development, publication, etc.;
5)
To conduct operations incidental or related to any of the above items.
6.
The Company and the Company Group may disclose Transmitted Information to third parties when outsourcing work related to the use of Transmitted Information as permitted under this Article. In such cases, the disclosing party shall confirm in advance that the subcontractor has taken necessary and appropriate safety management measures for the retained data, and shall conduct ongoing supervision of the subcontractor's handling of the data.
7.
Except as otherwise provided in this Article or elsewhere in this Terms of Use, the Company shall not disclose or publish the Transmitted Information without obtaining the Client’s consent. However, in the case of a lawful disclosure request from a public authority (including investigative inquiries under applicable laws), the Company may disclose or publish all or part of the Transmitted Information without the Client’s prior consent.
8.
If a User participates in a construction or building project through the Services, the Company may provide to other Clients participating in the same project the User’s Transmitted Information, usage status, and other information obtained in connection with the provision of the Services.
9.
The Company may delete all or part of the Transmitted Information in any of the following cases, and shall not be liable for any restoration or recovery of such deleted information:
1)
If the Client consents thereto;
2)
If the Company determines that the Client has engaged in any prohibited acts under Article 18;
3)
Upon termination of the Use Contract by the Contracting Party under Article 16;
4)
Upon termination of the Use Contract by the Company under Article 19;
5)
Upon discontinuance of the Services under Article 15;
6)
If otherwise deemed necessary under circumstances similar to the above.
10.
In accordance with Article 4 of the Telecommunications Business Act of Japan and other relevant laws and regulations, the Company shall protect the confidentiality of communications of the Client. However, if the Company reasonably determines that any of the following applies, the Company may, without prior notice to the Client, view, provide, use, withhold disclosure, or delete information related to the confidentiality of communications within the Transmitted Information, and the Company shall not be liable for such actions:
1)
In cases involving a legally binding measure or court order/warrant under the Code of Criminal Procedure or the Act on Communications Interception for Criminal of Japan Investigation;
2)
In cases involving a legally binding measure based on applicable laws and regulations;
3)
In cases where the Company deems it necessary to take transmission prevention measures or disclose sender information under the Act on the Limitation of Liability of Specified Telecommunications Service Providers for Damages and the Right to Demand Disclosure of Sender Identification Information of Japan;
4)
In cases where the Company deems it necessary to protect the life, body, property, honor, or privacy of another person;
5)
In cases where the Company reasonably determines that other circumstances justify exemption from liability under the law;
6)
In cases where the Contracting Party consents.
Article 21. Agreed Matters Related to the Form of the Services’ Provision
1.
The Company provides the Services on an “as is” basis. The Company shall not make any warranty in respect of the following items. In addition, even in the case the Client receives any information relating to the Services, directly or indirectly, from the Company, the Company shall not make any warranty to the Client exceeding the contents set forth in this Terms of Use.
1)
No trouble and damage shall occur to the using environment resulted from the use of the Services;
2)
The accuracy, completeness, permanency, fitness for purpose, usefulness of the Services;
3)
Compliance with the laws and regulations, and the internal rules of industry association, etc. that is applicable to the Client.
2.
The Company shall not take any responsibility for supervising the information transmitted to the Services or the files uploaded by the Client.
Article 22. Disclaimer
1.
In case the Client’s email address and password are used by a third party, the Company shall not take any liabilities in respect of the damages incurred by the Client, whether there is intention or negligence of the Client or not.
2.
In case of occurrence of disputes between the Client and third parties such as credit institution, it shall be resolved between the relevant parties, the Company shall not take any responsibilities.
3.
During the period of suspension of Services in accordance with the provisions of Article 13, in respect of the damages related to the fact that the Client cannot use the Services, the damages related to suspension of work, the damages related to the data loss, the damages of not be able to receive the interests that should be received through using the Services, and the damages occurred while using the Services, the Company shall not, whether direct or indirect damages or actually occurred damages or not, take any liabilities, and the Client accepts this provision.
4.
During the period of discontinuance of Services in accordance with the provisions of Article 14, in respect of the damages related to the fact that the Client cannot use the Services, the damages related to suspension of work, the damages related to the data loss, the damages of not be able to receive the interests that should be received through using the Services, and the damages occurred while using the Services, the Company shall not, whether direct or indirect damages or actually occurred damages or not, take any liabilities, and the Client accepts this provision.
5.
During the period of cancellation of Services in accordance with the provisions of Article 15, in respect of the damages related to the fact that the Client cannot use the Services, the damages related to suspension of work, the damages related to the data loss, the damages of not be able to receive the interests that should be received through using the Services, and the damages occurred while using the Services, the Company shall not, whether direct or indirect damages or actually occurred damages or not, take any liabilities, and the Client accepts this provision.
Article 23. Limitation of Liabilities
1.
The disclaimer clause of the Company in this Terms of Use shall not apply to the case there is intention or gross negligence of the Company.
2.
In case the Company bears the responsibility to compensate damages, the scope of damages to be compensated shall be limited to the damages within the extent that the Client is actually incurred directly and ordinarily, the liability for loss of profits and other special damages shall not be borne. In addition, the compensation amount shall be limited to the monthly usage fee of 6 months paid to the Company until the time of the occurrence of such damages.
Article 24. Dispute Resolution and Compensation of Damages
The Contracting Party shall, in case the Contracting Party, or the User, or the person executing the use based on the right granted to the Contracting Party by the Company causes damages to a third party or the Company, and it has turned into litigation or other disputes (including the case where the Company or the third party incurred damages a result of the Client fails to perform the obligations under this Terms of Use), at its own expenses and liabilities, resolve such dispute, and compensate the relevant damages.
Article 25. Confidentiality
The Client and the Company shall not use, for purposes other than those for which it was disclosed, nor disclose to any third party, any information designated by the other party as confidential and disclosed in relation to the Services, without the prior written consent of the disclosing party. However, this shall not apply to cases separately provided in Article 20 or other provisions of this Terms of Use.
Article 26. Elimination of Anti-Social Forces
The Client and the Company hereby represent and warrant that they are not, and will not in the future become, an Anti-Social Force (meaning an organized crime group, a member of an organized crime group, a person who has ceased to be a member of an organized crime group within the past five years, a quasi-member of an organized crime group, a company affiliated with an organized crime group, a corporate extortionist, a person acting under the guise of political, religious or social activism, a special intelligence organized crime group, or any other person equivalent thereto; the same shall apply hereinafter). The Client and the Company further covenant that they will not, now or in the future, engage in any act of cooperating with or being involved in the maintenance, operation or management of Anti-Social Forces, nor conduct any business or have any interaction or involvement with Anti-Social Forces, regardless of whether such acts are related to the Services.
Article 27. Severability
Even in case a part of the provisions of this Terms of Use is illegal, invalid, or unenforceable by law or by order of the court, other provisions of this Terms of Use shall remain in force.
Article 28. Governing Law
The formation, validity, implementation, and interpretation of the Use Contract shall be governed by the laws of Japan.
Article 29. Exclusive Jurisdiction
Any dispute related to this Use Contract shall be submitted to the exclusive jurisdiction of the court of first instance of the summary court or the district court having the jurisdiction over the head office of the Company.
Article 30. Consultation
In case of occurrence of problems between the Client and the Company in relation to the Services, the Client and the Company shall consult in good faith, and make efforts to solve such problems.
Chapter 2 (Special Provisions for Individual Services)
Article 31. ANDPAD EDI
The Client using “ANDPAD EDI” included in the Services (hereinafter referred to as the “EDI Service”) agrees to the following items:
1)
The Client shall, when entering into a construction work contract, separately enter into a basic contract with the other contracting party that includes the matters specified in Article 19, Paragraph 1, Items 5 to 15 of the Construction Business Act of Japan (excluding the matters that are individually stated in the purchase order and order acceptance form):
2)
The Client acknowledges and agrees that:
(i)
The EDI Service provided by the Company includes a service for contract execution using electronic signatures via computer systems and networks, and for storing the original documents;
(ii)
The documents executed and delivered between the contracting parties in connection with the contract execution are saved in PDF format on the cloud server provided by the Company and are available for viewing by the contracting parties at any time; and
(iii)
The Client can download such documents from the cloud server to its own server.
The Client hereby agrees, pursuant to laws and regulations (including but not limited to Article 19, Paragraph 3 of the Construction Business Act of Japan, Article 5-5, Paragraph 1 of the Enforcement Order thereof, and Article 13-5 of the Enforcement Regulations thereof), to enter into the construction work contract with the Company and other users of the EDI Service by means of an electronic data processing system.
The Client may withdraw such consent at any time by notifying the Company and other users of the EDI Service. Upon such withdrawal, the Company shall not be involved in or bear any responsibility for the exchange of documents that are to be executed or delivered in accordance with the Construction Business Act of Japan.
Article 32. ANDPAD App Market
The Client using the ‘ANDPAD App Market’ of the Services (hereinafter referred to as the “App Market”) agrees with each of the following items:
1)
In respect of the App Market, the Company shall, except for the app, contents, etc. provided by the Company, and the functions or otherwise coordinated with the Third Party’s Services (hereinafter referred to as the “Company Provided App, Etc.”), shall only provide the third parties other than the Company (hereinafter referred to as the “Developer”) and the Client with a place to implement the transactions and the transaction opportunities.
In the App Market, the services provided by the Developer (including the app and contents, etc. and the functions coordinated with the Services, hereinafter referred to as the “Developer’s Services”) related contracts (hereinafter referred to as the “Developer’s Contract”) shall be formed directly between the Client and the Developer, the Company shall not become a party to the Developer’s Contract, and shall not take any liabilities in relation to the Developer’s Services.
2)
In respect of the Developer’s Services, the Company shall not take any responsibilities for operation warranty or quality warranty, even in the event that damages, etc. occurred to the Client in relation to the Developer’s Services or the use thereof, the Company shall not take any liabilities.
3)
The conditions relating to the transactions of the Developer’s Services shall be in accordance with the Developer’s Contract. However, if this Terms of Use has provisions, the Client shall use the Developer’s Services in accordance with the Developer’s Contract particularly and also in accordance with the said provisions, in case of discrepancy between the provisions of the Developer’s Contract and this Terms of Use, the provisions of this Terms of Use shall prevail in the relationship with the Company.
4)
The Company Provided App, Etc. shall form a part of the Services, this Terms of Use shall prevail over, and the Client shall use the Company Provided App in accordance with this Terms of Use.
5)
The App Market and the Company Provided App, Etc. shall be provided on an “as is” basis, and the Company shall not make any warranty of any kinds in respect of the accuracy, reliability, usefulness, lawfulness, usability, etc., whether express or implied.
6)
In respect of the Developer’s Services and the Company Provided App, Etc., the contents thereof may be changed or supplemented, or the provision may be suspended or cancelled, without notice to the Client. The Company shall not take any liabilities with respect to the damages due to such change, supplement, suspension, or cancellation.
7)
The Company shall, for the purpose of a sound operation of the App Market, may obtain the following information, and the Client shall use the Developer’s Services upon prior consent thereto:
(i)
Information relating to the registration of the User and the use status and other information that the Client provides to the Developer in relation to the Developer’s Services;
(ii)
Details of the inquiries from the Client in relation to the Developer’s Services or the App Market.
Article 33. ANDPAD Ouchi Note
The Client using the ‘ANDPAD Ouchi Note’ of the Services (hereinafter referred to as the “Ouchi Note”) agrees with each of the following items:
1)
“ANDPAD Ouchi Note” is a communication and data management service provided by the Company that connects the Client with homeowners (including the family, relatives, and other related parties of the homeowner; the same shall apply hereinafter), and allows for reporting, messaging, document sharing, and other functions between the Client and the homeowner.
2)
The information transmitted through the use of the Ouchi Note (hereinafter referred to as the “Shared Information”) may also be viewed and used by the homeowner and the general contractor, subcontractors, partner companies, and their officers, employees, and other relevant parties involved in the construction or building project related to the homeowner (hereinafter collectively referred to as the “Viewers”).
3)
The Company may, during or after the contract period, provide the Shared Information to the Viewers (including enabling downloads to the Viewers’ own servers).
4)
The Company shall not be responsible for any viewing or use of the Shared Information by the Viewers as described in the preceding items.
Article 34. ANDPAD Invoice Management
The Client using the ‘ANDPAD Invoice Management’ of the Services (hereinafter referred to as the “Invoice Management”) agrees with each of the following items:
1)
The Company may, for the purposes of maintenance, improvement, and development of the Invoice Management (the “Purpose of Use”), use invoices and related transaction data (the “Invoice Data”) used within the Invoice Management by copying, adapting, publicly transmitting, and taking any other necessary action to make them available for such purposes.
2)
In addition to the foregoing, the Company may statistically process the information provided by the Client within the Invoice Management and the usage status of the users, and use such statistical data for the Purpose of Use and for advertising and promotional purposes.
3)
The Company does not warrant that the Invoice Management or any invoices provided therein comply with the qualified invoice retention method, and the Client agrees to this.
4)
The Company does not provide services as defined under the Certified Public Tax Accountant Act of Japan or the Certified Public Accountants Act of Japan, and the Client shall, under its own responsibility, make any necessary corrections or modifications to the information obtained through the Invoice Management before use. The Client shall check with the nearest tax office or tax accountant to ensure that there are no errors in the content of the tax return when filing taxes using the Invoice Management, and the Company shall not be responsible for the accuracy of such tax filings.
5)
If the contents of invoices uploaded to the Invoice Management are incorrect or not truthful, the Company shall not be liable for any damage incurred by the Client, regardless of intent or negligence on the part of the Client, and the Client agrees to this.
6)
If the Client enters into a contract with a third party (including but not limited to timestamp providers) to receive services related to the Invoice Management, the Company shall not be liable for the provision of such services.
1 September 2015 Enacted
21 March 2018 Revised
13 July 2021 Revised
4 November 2021 Revised
1 April 2022 Revised
4 September 2024 Revised
15 April 2026 Revised
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