Terms and Conditions

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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.)

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