Terms and conditions for applying for the "SVdiscovery Room" acoustic and vibration technology consultation service.
The following contract terms (hereinafter referred to as "these contract terms") apply to the "SV Discovery Room (Acoustic and Vibration Technology Consultation Service)" (hereinafter referred to as "this Service") provided by Ono Sokki Co., Ltd. (hereinafter referred to as "Party A") for this Service (hereinafter referred to as "this Application").
Article 1 (Purpose)
Party A shall perform the services entrusted to Party B in this application (hereinafter referred to as "the Services").
Article 2 (Formation of Contract)
This agreement relating to the Service (hereinafter referred to as "this Agreement") shall be established when Party A notifies Party B of its acceptance of this application (including the determination of the date and time for the implementation of the Services; hereinafter referred to as "this Acceptance").
Article 3 (Fees)
The fees and payment methods to be received by Party A as consideration for the services in question are as follows, and Party A will send an invoice to Party B or a party designated by Party B after the completion of the services.
(1) Price: 33,000 yen (including consumption tax).
(2) Payment due date: For invoices issued on or before the 20th of each month, please make the payment by the 20th of the following month (or the next business day if the 20th is a bank holiday).
(3) Payment method: Bank transfer (transfer fees borne by Party B). The bank account details will be specified on the invoice.
Article 4 (Information provision)
If Party B receives a request from Party A to provide materials and information necessary for the performance of the services in question, Party B shall comply to the extent that it deems appropriate.
2. Party B guarantees the accuracy of the materials and information provided to Party A pursuant to the preceding paragraph, and Party A shall not be liable for any problems arising from inaccuracies in the materials and information.
3. When the services under this agreement are completed, or when requested by Party B, Party A shall return or dispose of the materials and information received in accordance with Party B's instructions.
Article 5 (Assignment of Rights and Obligations)
Party A shall not subcontract all or part of the Services to any third party unless Party B has given prior written or electronic consent.
Article 6 (deliverables)
In principle, Party A shall not create any deliverables (including meeting minutes) in connection with this project.
2. In the event that any deliverables are produced, both parties shall sincerely discuss the handling of such deliverables and the ownership of the rights thereto.
Article 7 (Ownership of Rights)
Party A and Party B shall promptly notify each other of any intellectual property rights arising in connection with the business in question, and shall sincerely discuss the handling and ownership of such rights.
2. Notwithstanding the provisions of the preceding paragraph, all intellectual property rights (patents, utility model rights, design rights, trademarks, copyrights, and other intellectual property rights, as well as know-how commonly used in business similar to the business in question) that Party A and Party B possess prior to the commencement of the business in question shall be reserved by Party A and Party B, respectively.
Article 8 (Confidentiality)
Party A and Party B shall treat as confidential information any information disclosed or provided by the other party for the purpose of the Services in question (regardless of whether it is in writing, email, oral, electronic storage media, or any other form) that is explicitly designated as confidential at the time of disclosure or provision.
2. Notwithstanding the provisions of the preceding paragraph, the following information shall not be included in confidential information:
(1) Information that was already publicly known at the time of disclosure by the other party.
(2) Items that the recipient already possessed at the time they were disclosed by the other party.
(3) Any information that becomes publicly known after being disclosed by the other party, through no fault of the recipient.
(4) Anything developed independently by the recipient, without relying on the other party's confidential information.
(5) Information obtained lawfully from a third party with legitimate authority without any obligation of confidentiality.
3. Party A and Party B shall maintain the confidentiality of any confidential information disclosed or provided by the other party and shall not disclose or leak it to anyone other than the minimum number of personnel who need to know it in order to perform the duties of the Contract. Furthermore, Party A and Party B shall store and manage any confidential information received from the other party with the due care of a prudent manager, and shall not transfer or provide it to any third party, nor allow anyone other than the minimum number of personnel to access it.
4. Party A and Party B may make copies of confidential information to the extent necessary for the performance of the services, but these copies shall be treated the same as the originals.
5. Upon completion of the services under this agreement, or upon request from the other party, Party A and Party B shall return or destroy the confidential information provided to them. Copies created pursuant to the preceding paragraph shall be treated in the same manner.
Article 9 (Guarantee, Judgment, Exemption from Liability, and Use of the Services in this Agreement)
Party A does not guarantee the safety, reliability, or non-infringement of third-party intellectual property rights of the content provided in connection with this project.
2. Party B shall evaluate the content of the services provided by Party A at its own discretion and responsibility, and Party B shall make the final decision regarding whether or not to adopt them.
3. Party A shall not be liable for any consequences arising from Party B's evaluation or judgment as described in the preceding paragraph.
4. When Party B discloses the details of the services provided by Party A to a third party in the course of business activities, etc., Party B shall not use Party A's name (including abbreviations), trademarks, etc.
Article 10 (Cancellation)
When terminating this agreement, either party shall notify the other party in writing or by electronic means.
2. In the event of termination by Party B due to reasons not attributable to Party A, Party B shall pay the following fees depending on when Party B notifies Party A of the termination, and the sending of invoices, payment due dates, and payment methods for such payment shall be in accordance with Article 3.
(1) If the notification is made at least 7 days before the date the service is to be performed: Free of charge
(2) If the notification is sent between 6 and 2 days before the date the work is performed: 9,900 yen (including consumption tax).
(3) If the notification is sent the day before or on the day the work is performed: 33,000 yen (including consumption tax).
(Including cases where the work cannot be carried out without prior notice.)
3. If the schedule for the services in question is changed, a new agreement shall be concluded after the termination pursuant to paragraph 1.
Article 11 (Term of Validity)
These terms and conditions shall remain in effect for the duration of the services provided.
2. Notwithstanding the preceding paragraph, Article 9 (Guarantee, Judgment, Disclaimer, and Use of the Services) shall remain in effect even after the expiration of the validity period.
Article 12 (Consultation)
In the event of any matter not stipulated in this application, acceptance, or these terms and conditions, or if any doubt arises, both parties shall consult in good faith to resolve the matter.
Article 13 (Governing Law and Jurisdiction)
This agreement shall be governed by and construed in accordance with the laws of Japan.
2. Any disputes relating to this Agreement (including mediation proceedings in court) shall be subject to the exclusive jurisdiction of the summary court or district court having jurisdiction over the location of the defendant's head office as the court of first instance.
That's all.
