| | | Terms
and Conditions |     
STANDARD TERMS AND CONDITIONS
These Terms and conditions
shall apply to every order placed by any customer ("Customer") of Network Answers
Japan, company of 3-9-7-101 Mita Tama-ku Kawasaki-shi Kanagawa-ken Japan 214-0034
("NAJAPAN") for any products and/or hardware and/or software support and consulting
services from NAJAPAN.
These Terms and conditions were last updated
the 24th day of February 2003 THEREFORE IT IS AGREED:
1. Contracts.
These Terms and conditions constitute the an agreement of the parties, and
all other communications, warranties (whether express or implied) representations,
understandings or agreements with respect to the subject matter hereof are specifically
excluded. Offical documents are written in English. These terms and conditions
may be modified only by written agreement signed by a director of NAJAPAN. All
orders for products whether written, verbal or by email will be subject to the
terms of these terms and conditions and any Customer terms in any order which
are inconsistent with these terms and conditions shall be null and void. NAJAPAN
shall have no obligation to accept all or any orders.
2. Product Supply.
2.1 NAJAPAN will supply to Customer (subject to the trademark and/or copyright
of NAJAPAN and/or its suppliers) any product(s) on the terms set out in these
terms and conditions and the terms of any software licence agreement supplied
with any program.
2.2 Products will be despatched to Customer's premises
FOB. From the deposit of products by NAJAPAN at a courier of Customer's choice
all risk in the products shall be borne by Customer.
3. Supply of Services
NAJAPAN will supply services to Customer on a time and materials basis. The
hourly rate for services will be based on a per hour or part thereof. NAJAPAN
offer a remote dial in support service on a monthly retainer basis. Please ask
for details of this program. Customers who are current subscribers in good standing
of the retainer program are eligible for a discounted rate for on site support.
4. Price and Payment.
4.1 Customer will pay NAJAPAN the appropriate
purchase price for any product(s) and/or fees for the services as advised by NAJAPAN
on the acceptance of any order.
4.2 All sums referred to in Clause 4.1
shall be payable by bank transfer within 30 days of invoice date at NAJAPAN discretion.
4.3 Past due amounts owed by the Customer shall bear interest at the
rate of 5% per month. Customer shall reimburse NAJAPAN for all reasonable costs
incurred in the collection of past due amounts owed by Customer.
4.4
Any cancellation of an order or part thereof may result in loss to NAJAPAN for
which Customer will be liable.
5. Returns & Warranty Policy
5.1
All good must be checked before they are signed for. Do not sign for items that
have been damaged in transit.
5.2 All items are warranted for a period
of 1 month from the date of purchase unless otherwise stated by maker.
5.3 If a fault develops with a product you must contact us by registered mail
so we can issue a Return Merchandise Authorisation. No goods will be accepted
back without a Return Merchandise Authorisation.
6. Copyright
6.1
No right title or interest in any copyright, patent or other intellectual property
right in any products shall pass to or vest in customer except as may be expressly
granted under the terms of any supplemental agreement or software licence agreement
supplied with any program.
6.2 Customer shall ensure that all copyright
notices on any product shall not be deleted and shall be accurately reproduced
on all copies of the same.
6.3 Unless otherwise agreed in writing, all
intellectual property rights relating to or connected with the provision of any
product or services shall automatically vest in NAJAPAN or its licensors and the
Customer undertakes to execute such documentation as may be necessary to perfect
the title of NAJAPAN or its licensors to such rights.
7. Confidentiality.
7.1 "Confidential Information" includes all software and all related documents,
plus all information reasonably identified by the disclosing party as confidential.
7.2 No right title or interest in any of the Confidential Information
shall pass to the receiving party except as specified in this Agreement.
7.3 Each party shall hold the Confidential Information of the other in strict
confidence, will not make any disclosures (including methods or concepts utilised
in the Confidential Information) without the express written consent of the other,
except to employees or agents to whom disclosure is necessary for the performance
of these terms and conditions and who undertake to take all reasonable steps to
ensure the confidentiality of all Confidential Information. These restrictions
will cease to apply to information which becomes available to the public generally,
save where that disclosure arises from any default hereunder.
7.4 On
the termination of these terms and conditions, on written request, each party
shall return within 10 business days all originals and copies of Confidential
Information disclosed by the other. Each party's obligations under this Clause
6 shall survive termination of these terms and conditions.
8. Data Protection
and Privacy
8.1 As required by the Data Protection Act, we follow strict
security measures in the storage of Personal Information to prevent unauthorised
access. We will hold all information which we may have access to as a result of
the provision of services to you in strict confidence. It is your responsibility
to ensure that any information you hold and to which you may grant us access is
not obscene or defamatory, and that you hold a current data protection registration
in respect of the details of any third parties that you may hold.
8.2
You warrant to us that all software programs installed at your premises are legally
licensed. We will not deal with unlicensed software or any information that is
offensive or obscene or otherwise illegal and notwithstanding anything to the
contrary herein reserve the right to disclose the same to any relevant authority
should it come to our attention.
9. Warranty and Limitation of Liability.
9.1 NAJAPAN warrants that any services provided under these terms and conditions
shall be performed in a professional and workmanlike manner. The warranty relating
to any products purchased or licensed hereunder shall be as set out in any software
license agreement supplied with the product.
9.2 SAVE AS SET OUT IN
8.1, NAJAPAN MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY PROGRAM
OR GOODS OR SERVICES TO BE SUPPLIED BY NAJAPAN, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NAJAPAN
DOES NOT WARRANT THAT ANY PROGRAM WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT
MAY EXIST IN ANY PROGRAM WILL BE CORRECTED. LICENSEE ACKNOWLEDGES THAT NAJAPAN
HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY.
9.3 IN NO EVENT SHALL NAJAPAN BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS,
USE, DATA OR INFORMATION OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF
USE, LOSS OF ANTICIPATED SAVINGS OR LOST DATA EVEN IF NAJAPAN HAS BEEN ADVISED,
KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY CLAIM BY ANY
THIRD PARTY.
9.4 Customer agrees that IT Supporter's liability under
these terms and conditions in contract or tort or howsoever arising shall not
exceed the total amount of fees paid by Customer to NAJAPAN. This limitation shall
not apply to death or personal injury caused by NAJAPAN' negligence.
9.5 The operation of this Clause 8 shall survive the termination of these terms
and conditions.
10. Term/Termination.
10.1 These terms and conditions
shall take immediate effect on signature or acceptance of any order by NAJAPAN
if earlier, and shall remain in force until terminated as provided below.
10.2 Either party may at its option terminate these terms and conditions
by written notice:
10.2.1 Immediately should the other party commit
any act of bankruptcy (or any act which in the case of an individual would constitute
an act of bankruptcy); or
10.2.2 Where not remediable, on breach by
the other party of these terms and conditions; or
10.2.3 Where remediable
if any breach by the other party of these terms and conditions is not corrected
within 30 days of written notice.
10.3 On expiry or termination of these
terms and conditions, each party shall return and made no further use of property,
materials and other items (and all copies thereof) belonging to the other.
10.4 Termination of these terms and conditions or any supplemental agreement
shall not prejudice either party's accrued rights.
11. General
11.1 These terms and conditions may not be assigned, sublicensed or otherwise
transferred without NAJAPAN' prior written consent.
11.2 The failure
or delay by either party to enforce any term of these terms and conditions shall
not be deemed a waiver of such term.
11.3 These terms and conditions
are subject to any governmental laws, orders or other restrictions ("Export Requirements")
on the export of products and related information and documents which may be applicable
to NAJAPAN or its licensors which may be imposed from time to time by the governments
of the United States of America or the United Kingdom. Customer will not commit
any act or omission which will result in a breach of any such Export Requirements.
11.4 No delay, failure or default in performance of an obligation hereunder
shall constitute a breach of these terms and conditions to the extent caused by
force majeure.
11.5 All notices shall be in writing and delivered by
hand or sent by first class prepaid mail to the above address of the other party
or as otherwise notified and shall be deemed received on the earlier of actual
receipt or five days after deposit in the mail.
11.6 These terms and
conditions shall be governed by and construed under Japanese law and the courts
of Tokyo shall have exclusive jurisdiction. (Translation Services are currently
being displayed on the right.) | | |
