Terms & Conditions
Merchant Agreement
B-work
The articles contained hereon forth purposes to illustrate and govern a vested contractual relationship between:
• B-work (hereinafter referred to as "Party A”)
• Issuers of Credit Cards and their affiliate entities (hereinafter referred to as "Card Companies”), and,
• Applicants approved by both Party A and Card Companies (hereinafter referred to as "Party B") for usage and full receipt of payment procedure via the applied subject credit card settlement service (hereinafter referred to as "This Service")
Article 1 (Definition)
1. The term "System" shall refer to a digital settlement system operated by Party A, capable of managing credit card sales requests, credit card payment requests, and cancellation processing via online digital communication.
2. The term "Products" shall refer to but not limited to goods, rights, services, and software, sold, or provided by Party B (hereinafter referred to as "Sales").
3. The term "Customer" shall refer to an individual or a juridical person who applies for goods handled by Party B and whose application is accepted by Party B.
4. The term "Store" shall refer to a store, office, or enterprise affiliated with Party B where sales occur.
5. The term "System Fee" refers to an initial introduction fee, a monthly system usage fee, settlement fees, transaction fees, refund processing fees, chargeback fees, and any other fee payable to Party A based on the application form and settlement device.
6. The term "Chargeback" means a procedure where Card Companies refuse to pay for the sale price or requests a refund of the amount already paid at its own discretion due to an unauthorized use, a request for suspension of payment, or other reasons.
7. The term “Service" shall refer to services acting on behalf of Party B, and the purchaser in accordance with the Terms and Conditions for Credit Sales, Credit Card Payment, and Cancellation.
Article 2 (Application for this Service)
1. All necessary information shall be submitted by the participants of Party B to party A, with full prior comprehension and in agreement to the Terms and Conditions stipulated by Party A and the Card Companies.
2. Party B shall delegate Party A to conclude all necessary documentation with the Credit Companies, further, shall grant Party A with comprehensive legal representation for the render of the Service provided by the subject Credit Card Companies.
3. Party B participants shall acknowledge and agree to the following sub articles (i)(ii)(iii), prior to considering receipt of the Service.
• (i) Party A shall not be obliged to disclose relevant information, reasoning nor otherwise upon the event of disapproval and thus decline in membership to Party B by party A.
• (ii) Party A retains the right to decline membership to Party B, despite all rightful approval of membership granted by the Credit Company.
• (iii) Party A retains the right of ownership to all documentation, information, and otherwise submitted by Party B at the time of application, despite all rightful approval of membership granted by the Credit Company.
4. All untruthful representation by Party B upon the application and review of membership (Service X) will be subject to maximum legal consequences at the cost of Party B.
Article 3 (Establishment of Member Store Contracts)
1. Pursuant to approval of Party B’s membership application by both Party A and the Credit Card Companies as described in the preceding article, a separate contract agreement governing member bingo halls (hereinafter referred to as "This Agreement") shall be agreed and ratified between Party A and Party B at the date of approval.
2. This Agreement shall be concluded in accordance with the context of the member store application form and the terms and conditions upon using the settlement device.
3. It should be noted that an additional and separate terms and conditions provision tendered by party A, shall comprise as part of this Agreement.
4. Where the provisions of these Terms and Conditions differ from those of the preceding paragraph, the provisions of these provisions shall prevail.
5. Party B is authorized to the System for Sales of Goods seen under this Agreement.
6. Upon concluding with this Agreement between pursuant to paragraph 1, Party A shall enter into a prescribed comprehensive agency agreement (hereinafter referred to as "Comprehensive Agency Agreement") with Party A and Party B on behalf of Party B.
7. Party B confirms that Party B recognizes and accepts the contents of the Comprehensive Agent Agreement.
8. Party B shall receive this Service in compliance with these Terms and Conditions and other relevant regulations.
9. With exception to that which is provided in these Terms and Conditions, The Agreement does not grant permission usage of copyright, trademark, design, patent, or other rights held by Party A.
Article 4 (Sales method based on this system)
1. Subject transactions of this Agreement shall be limited to those who use this System as a means of settlement and sell Goods handled by Party B to customers in accordance with these Terms and Conditions and other related regulations.
2. Party B shall obtain approval of Party A in advance when using this system by means other than the preceding paragraph.
3. Party A may choose to refuse using this system based on its own judgment, and may choose not to disclose its reasons to Party B.
4. The base date of sales shall be specified as below upon usage by Party B.
(i) The contract date of Sales of Goods.
(ii) The contract day of Sales of Services.
5. Party A shall not be responsible for any malfunctions caused by Party B's misuse of this system.
Article 5 (Limited Amount of Credit Sales)
1. Party A retains the right to set Party B’s credit limits regardless of the type of credit held with the Card Companies. Further, "one-time limit" means the total amount of sales on the same day and at the same store.
2. If in case where sales exceed beyond the credit limit set by Party A as depicted in the preceding paragraph, Party B shall obtain Party A 's approval in advance.
Article 6 (Products handled, etc.)
1. Party B shall notify Party A of the type, content, mode of sale, and store of goods transacted to Party A in advance.
2. Party B acknowledges that any of the following items is prohibited by Card Companies and pledges not to handle them in this service:
(i) A person who damages the rights, property, privacy, honor, or credit of a customer or other third party.
(ii)infringes on the patent, utility model, trademark, design, portrait, copyright, or other intellectual property rights of customers or third parties.
(iii)Defects in function or quality.
(iv)Those who violate or are likely to violate the Firearms and Swords Act, the Narcotics Control Act, the Washington Convention, and other relevant laws and regulations and treaties.
(v)Contravening public order and moral.
(vi)Facts that cause misunderstanding or other false information.
(vii)Any other violation of Japanese laws and regulations.
(viii)Items that may cause criminal acts.
(ix)Other items deemed inappropriate by Party A or Credit Card Company, etc.
3. Party B shall submit documents to Party A in advance to Party A certifying the sale of travel services, liquor, and pharmaceuticals, etc. or Party B to Party A in accordance with the Lawyer Act, Judicial Scrivener Act, Tax Accountant Act, Social Insurance Labor Act, Administrative Scrivener Act, etc. If Party B loses its license or qualification, Party B shall immediately report to Party A and discontinue the sale of the goods, etc.
4. In the case where a third party other than Party B has the right to handle the goods sold by Party B, Party B must obtain permission to use the right from the subject third party in advance. If Party B receives a request based on these rights from a third party, Party B shall take full responsibility for the request and shall not cause any inconvenience to Party A or Card Company, etc.
Article 7 (Responsibility of Party B)
1. Party B shall guarantee Party A the following matters and comply with them when using this Service:
(i) The handling of Goods Party B intends to sell, shall be limited to those that Party B reports to Party A in the form specified and approved by Party A.
(ii)When inn cases where Party B 's products and transactions lead to a compromise in third parties' rights, property, privacy, reputation, or credibility, Party B’s responsibility and expenses will be held accountable.
(iii)All transactions shall be free of inconvenience to Party A and the Card Company, etc., further assured they are not in violation of governing laws and regulations per that jurisdiction.
(iv)Party B shall conclude a contract after fully explaining the contents of the products, etc. without giving false or exaggerated explanations to the customer.
(v) Party B shall promptly supply, provide, or ship goods, etc. that are not defective, at its own responsibility and expense, and no different from normal sales conditions, product description, etc. proposed by Party B.
(vi)If delivery of goods, etc. is delayed or out of stock, Party B shall notify Party B of the timing of delivery, etc. in writing.
(vii) In cases where delivery or any transaction of products bear difficult, notify the customer and Party A immediately.
(viii) Party B shall have a system for after-sales service such as nonconformity with the contract, performance of the contract, etc., and shall maintain the system throughout the period of this contract without burdening Party A.
(ix) Party B shall take measures to prevent unilateral disadvantages to the customer in case of expected trouble with the customer, and specify the scope of responsibility of Party B and the customer so that the customer can understand.
(x) Party B shall establish a window for customer complaints, inquiries, etc. and promptly respond to complaints, inquiries, etc. received at the window.
(xi) When Party B maintains credit card information such as customer's credit card number and expiration date, Party B shall take measures to prevent all credit card information (hereinafter referred to as "card information") from being viewed, leaked, tampered with, or destroyed.
(xii) In addition to the preceding item, Party B shall take necessary measures to prevent Party B 's personal information from being lost, damaged, or leaked, and shall resolve the dispute at Party B 's responsibility and expenses.
(xiii) If Party A finds it necessary, Party B shall notify Party A of the names, affiliation, and contact information of employees, etc. involved in sales, etc. using this system in Party B in advance.
(xiv) Party B shall manage the employees, etc. involved in this system in general and take full responsibility for their actions.
(xv) Party B shall conduct its business faithfully as a good manager in accordance with these Terms and Conditions and other provisions regarding transactions using this system.
(xvi) Party B shall have a system environment in which the data necessary for the execution of this Agreement can be transferred to Party A via the Internet or other communication lines, and shall maintain such a system throughout the term of this Agreement.
(xvii) Observe these Terms and Conditions and other provisions, as well as the terms and conditions of the credit card company, when using this system.
2. Party B shall clarify the following matters to the customer and make the customer fully understand them.
(i) The parties related to the transactions are Party B and the customer, and the rights and obligations arising from the sale, etc. of handling goods, etc. occur between Party B and the customer.
(ii) Party B is responsible for all responsibilities as a seller for handling products, etc., and Party B 's official name, address, telephone number, the name of the representative or person in charge, and the e-mail address for inquiry.
(iii) Party A may request approval of credit card sales, request payment of credit card payment, and process cancellation on behalf of Party B using the customer's personal information provided by Party B.
(iv) In the case of Party A 's credit card payment on behalf of Party B, Party A shall notify Party B separately.
(v) Other matters specified in the Specified Commodity Transactions Act and related laws and regulations.
(vi) Other matters specified by Party A.
3. Party B shall comply with the following matters to customers who wish to pay for goods handled by credit cards issued by credit card companies (hereinafter referred to as "Credit Sales") (hereinafter referred to as "members" in this paragraph and Article 13):
(i) Do not impose any restrictions on the smooth operation of credit sales or discriminatory treatment that would be disadvantageous to members, such as refusing to accept credit cards without justifiable reasons other than the following:
(a) When a member is found to be a person other than himself or herself.
(b) When approval by credit card company, etc. is not obtained.
(c) When this system is not operating.
(ii) Party B shall not use the System for any purpose other than credit sales.
(iii) Party B shall consult with Party A regarding credit card sales and follow Party A's instructions in any of the following cases:
(a) In case there are any inconsistent matters such as card name, gender, age, card issuing company, membership number, etc.
(b) If you are suspicious of the card usage.
(c) When the same member presents a card with a different name.
(d) Cases where a counterfeit or altered card is considered to fall under the category of a credit card company, etc. notified in advance.
(e) Cases where there is an abnormally large or expensive purchase offer for the transaction based on daily transactions.
(iv) Party B shall promptly comply with Party A or Party B 's request for cooperation in investigating, etc. the following matters in the transaction not limited to the preceding paragraph or the preceding paragraph:
(a) Report on card usage.
(b) Confirmation of the card and the issuing company.
(c) Membership number, card membership name, and identification.
(d) Other matters deemed necessary by Party A.
(v) Party B shall promptly respond to requests from Party A and Party B to provide information and materials necessary for the operation of this system.
4. After notifying Party A of the sales claim information, Party B shall immediately report to Party A the suspension of payment, withdrawal of application or cancellation of contract, etc.
5. Party A may enter Party B 's office at any time if Party A deems it necessary to check Party B 's compliance with this Agreement.
6. Party B shall immediately report to Party A any violation of the provisions of this Article, resolve and improve the transaction problem in good faith, and take measures such as suspension of business as necessary.
7. Party B shall immediately compensate Party A or Party B for the damage suffered by Party A or Party A or Party B for the failure to comply with the obligations prescribed in this Article.
8. Party B shall take necessary measures for the proper management of card numbers in accordance with the Installment Sales Act, and shall handle card numbers with the care of a good manager to prevent leakage, loss, or damage.
(i) Party B shall take measures listed in the implementation plan or equivalent measures in order to properly manage the card number, etc.
(ii) Specific methods and forms of measures taken by Party B for proper management of card numbers, etc. under the preceding paragraph (including specific methods and forms of measures taken by Party B for proper management of card numbers, etc.) shall be recorded.
(iii) Notwithstanding the provisions of the preceding paragraph, Party A may request Party B to change the method or form if necessary to prevent leakage, loss, or damage of the card number, etc.
Article 8 (Compliance with relevant laws and regulations, etc.
Party B shall comply with all other applicable laws and regulations, such as the Act on Specified Commercial Transactions, the Consumer Contract Act, and the Installment Sales Act, and Party B shall thoroughly manage Party B 's education and guidance to comply with relevant laws and regulations.
Article 9 (Prohibited Matters)
1. Party B shall not perform any of the following actions when using this Service:
(i) The act of recording claims other than those arising from said current transaction, such as cash advance and collection of past accounts receivable, in their sales and transactions with customers.
(ii) The act of correcting sales transactions with customers without justifiable grounds.
(iii) The act of recording sales by dividing a single transaction into multiple sales.
(iv) Record false or fraudulent records, such as false dates, false or inflated sales receivables, etc.
(v) Acts of tampering with or destroying information available through this Service.
(vi) To transmit or write harmful computer programs, etc.
(vii) Party A or a third party (including customers) shall not engage in acts that infringe or are likely to infringe the trade secrets and other rights set forth in this paragraph.
(viii) Acts that may slander, slander, or injure Party A or a third party.
(ix) Acts that infringe or are likely to infringe on the property or privacy of Party A or a third party.
(x) Solicitation of sales or sales in a manner that violates the Act on Specified Commercial Transactions, the Act on Appropriateness, etc. of Specified E-mail Transactions, and related laws and regulations.
(xi) Acts such as failing to submit a license, permission and notification documents or making a false declaration.
(xii) Acts contrary to the provisions of these Terms and Conditions.
(xiii) Acts that violate or are likely to violate laws and regulations.
(xiv) Other acts deemed inappropriate by Party A.
2. Party A may terminate this contract, request Party B to refund all or part of the price of the goods, and claim Party B to compensate Party A for any damage caused by Party B in the preceding paragraph. Party B shall comply with Party A's request immediately.
Article 10 (Utilization Fees, etc. of this System)
1. The amount, rate, closing date, payment date, etc. of this system shall be determined by Party A after examination and notified to Party B based on the application form for member stores and payment equipment.
2. Party A may revise the amount, rate, closing date, payment date, etc. of this system to a considerable extent, depending on economic conditions, etc. In principle, the amendment shall be made by issuing a document to Party B one month before the implementation.
3. Party B shall pay Party A the usage fee, etc. in accordance with the amount, closing date, payment date, and other conditions stated in the application form for member stores and settlement equipment. However, the method of payment shall be offset from the amount of sales paid by the credit card company, etc. as prescribed in Article 11, paragraph 2, and if it cannot be offset, the usage fee, etc. shall be paid to Party A by the due date.
4. Party B shall bear the expenses incurred in preserving and executing Party B's claims under this Agreement, such as bank transfer fees, consumption taxes, and other taxes and public expenses.
Article 11 (Method of Payment)
1. Party A shall notify Party B of the sales information of Party B's products, etc. using this system in accordance with the separate handling regulation.
2. Party A shall pay Party B the full sales amount of less Party B 's system usage fees, etc. to Party B 's pre-reported financial institution’s deposit account.
3. Party B shall immediately notify Party A in writing when changing the deposit account of a financial institution used in transactions with Party A.
4. When a customer files to invalidate his/her account with Card Companies, Party A shall pay Party B in the amount of payment as follows:
(i) In the event that such amount is not paid to Party B, Party A may refuse or withhold payment of such amount until Party B's defense of suspension of payment is resolved.
(ii) In the case where such amount has been paid to Party B, Party B shall refund such amount in accordance with Party A's request in the manner prescribed by Party A.
5. Party A may refuse a credit card payment application from a customer based on his/her own judgment, and the reason for refusal shall not be disclosed to Party B.
6. If the refund or chargeback requested to Party B is not returned to Party A, it may be offset from the sales of the affiliated company or the company recognized by Party A as relevant.
Article 12 (Cancellation, etc. of Sales Contracts, etc.)
Party B shall notify Party A in advance when Party A intends to terminate Party B 's sales contract or service contract related to the sale or provision of goods, etc. (hereinafter referred to as Party A 's individual contract).
Article 13 (chargeback, etc.)
1. In the event of any of the following reasons, Party A may refuse to pay Party B under Article 11 until the reason or facts supporting the termination are extinguished. Party B shall not object to the termination, further, no interest shall incur for the period of refusal of payment, regardless of the outcome.
(i) When Party A determines that a chargeback has occurred or that there is a high possibility of such a chargeback.
(ii) When Party A determines that the contract between Party B and the customer is not executed or is highly likely to be executed.
(iii) Party A determines that Party B is engaged in business in violation of laws and regulations or this Agreement.
(iv) When Party B terminates a credit sales contract with a customer.
(v) In the event of a refund processing beyond the closing date, it is predicted that the refund amount will exceed the sales amount during the next transaction period.
(vi) When Party B 's sales data for credit sales is incorrect.
(vii) When Party A determines that a person who has applied to Party B for a purchase, etc. under Party B 's name or who has ordered Party B 's products, etc. intends to make a credit card payment under Party B 's name. (viii) When a member has filed a claim concerning said credit sales, such as a lack of use or a difference in the amount of use, etc.
(ix) When Party A determines that the application is clearly contrary to the customer's will, such as duplicate applications for the same product, etc. by the same customer.
(x) When it is judged that a chargeback is expected based on Party A's developing credit.
(xi) When the contract between Party A and Party B is terminated.
(xii) When chargeback rate is increased, the amount of settlement, handling, and the number of customer inquiries and complaints, have increased.
(xiii) When Party A determines that there is a high possibility of rejection of payment from other credit card companies, etc.
2. Party A shall determine the amount of retained earnings under the preceding paragraph based on Article 24 for it to be used as part of the deposit.
3. If Party B incurred any amount of money due to Party A during the suspension period, Party A may appropriate the amount of money reserved under paragraph 1.
4. In the case of paragraph (1), Party B shall pay Party A a chargeback fee for each credit sale in accordance with the application form of the Member Store and Payment Equipment.
5. Party A may request Party B a separate deposit if Party A determines that Party A needs it due to Party B 's high ratio of chargeback to Party B 's sales amount.
6. In the case referred to in paragraph (1), Party A may voluntarily take appropriate measures such as cancellation of purchase by credit card payment, refund, etc. Party A shall not be liable for any damage suffered by Party B.
7. If Party A has taken measures under the preceding paragraph, Party A may demand Party B to reimburse Party B for the expenses incurred in such measures, and Party A may demand compensation in case Party A suffers any additional damages.
8. If Party A has taken measures under the preceding paragraph, Party A may demand Party B to reimburse Party B for the expenses incurred in such measures, and Party A may demand compensation if Party A suffers any additional damages.
9. Party A may refuse to pay Party B under Article 11 until Party B 's reasons or facts supporting Party B 's transaction disappear, even if Party A 's payment suspension or suspension of payment to Party A is included in Party A.
10. In the cases prescribed in the items of paragraph (1) of the preceding Article, Party A may voluntarily take appropriate measures such as cancellation of purchase applications by credit card payments from customers, and Party B shall respond. In that case, Party A may charge Party B an administrative fee, and Party A shall not be liable for any damage suffered by Party B.
11. When Party A returns the amount withheld from payment, Party A shall deduct the amount appropriated for payment pursuant to the preceding paragraphs and return it to Party B in accordance with the method specified by Party A.
Article 14 (Investigation)
1. Party A may investigate Party B's products, sales methods, and advertising at any time.
2. Party B shall cooperate in the investigation at the request of Party A.
3. If Party A determines that the goods handled, sales methods, and advertisements violate these Terms and Conditions, Party A may request Party B to make changes and/or other appropriate measures. Party B shall conform at its own expense.
Article 15 (Dispute Resolution)
1. Party B shall take full responsibility for any complaints, requests for returns, exchanges, requests for cancellation of contracts, sales methods, or indications from customers or any other third parties, claims, after-sales services, delays in payment, or disputes with customers or third parties.
2. Notwithstanding the provisions of the preceding paragraph, Party A may take any necessary measures on behalf of Party B in a manner deemed appropriate by Party A. Party B shall be deemed to have approved the measures in advance and shall not object to Party A.
3. In the case referred to in the preceding paragraph, Party A may attribute the effect of the measures taken by Party A on Party B, and Party B shall pay Party A all expenses incurred on Party B's behalf and all other expenses incurred in the measures.
4. Notwithstanding the provisions of paragraph (1), when Party A is involved in a dispute between Party B and a customer or other third party and bears the costs of dispute resolution, Party B shall pay Party A all costs including legal fees.
5. In the case of paragraphs 2, 3 and 4, Party A may refuse to accept and pay Party B's goods, etc. without any obligation to pay the price. Party A may request Party B to refund the price if Party A has already paid Party B.
6. Party B shall compensate Party A, or compensate Party A and the Card Companies for the damage caused by the dispute under this Article. In addition, Party A may withhold payment under Article 11 for a considerable period of time in case Party B violates its obligations under this Agreement, and Party A may appropriate Party A 's compensation for damages incurred by Party A and Party B to resolve the dispute.
Article 16 (Confidentiality)
1. Both Party A and Party B shall treat technical, commercial, or any other information disclosed with confidentiality upon performing this Agreement (hereinafter referred to as "Confidential Information”), and no disclosure or leakage shall be made to any other third party without prior written consent of the technician and shall not be used for any other purpose other than the business prescribed herein.
2. Confidential information set forth in the preceding paragraph shall include information such as office contact slips provided by Party A to Party B, and confidential business or technical information held by Party A or Card Companies.
3. Party A and Party B shall take necessary measures to prevent loss, damage, or leakage of confidential information, and shall be responsible for loss, damage, leakage, to the extent that they can control themselves.
4. Notwithstanding the provisions of paragraph (1), information falling under any of the following items shall not be subject to confidentiality obligations: (i) Information previously known before disclosure from the other party.
(ii) Information obtained from the other party that has become known regardless of the reason attributable to the acquirer.
(iii) Information already held by the acquirer at the time of acquisition from the other party.
(iv) Information obtained legally from a legitimate third party without obligations of confidentiality.
(v) Information developed independently by the acquirer regardless of confidential information obtained from the other party.
(vi) Information ordered to be submitted through government offices or legal procedures.
5. Party B agrees with Party A in advance that Party A may share information with credit card companies, etc.
6. Party A and Party B shall return or dispose of confidential information in accordance with the instructions of the other party when this Agreement is terminated.
Article 17 (Confidentiality of Personal Information, etc.)
1. Party B shall keep confidential all information pertaining to personal information of the customer obtained during the usage of this system (hereinafter referred to as "personal information”), and shall not provide, disclose, or leak to third parties without Party A's prior written consent.
2. Party B shall take necessary measures to prevent loss, damage, or leakage of personal information, and shall be fully be responsible to Party A or a third party for the loss, damage, leakage, etc. of personal information, except for reasons attributable to Party A.
3. The confidentially described in this article shall not apply under circumstances where disclosure is mandated and requested under the provisions of judiciary law, and that all parties involved will conform to the jurisdictional authorities involved with the subject matter.
4. If Party B entrusts the processing of business related to this Agreement to a third party, Party B shall thoroughly manage Party B to comply with the Personal Information Protection Act and related laws and regulations.
5. Party B agrees in advance that Party A may disclose personal information when a written request is made by a credit card company, etc. or a government office.
Article 18 (Regarding the handling of Party A's personal information when Party B is an individual)
1. Party A shall use Party B's personal information provided by Party B to the extent necessary for the management of member stores and shall not use it for any purpose otherwise.
2. Party A shall not provide Party B's personal information provided by Party B to any third party except in the following cases:
(i) Cases where Party A entrusts or provides services to Party A 's business consignee, etc. in order to achieve the purpose of use;
(ii) Cases based on laws and regulations.
(iii) When a written request is made from a credit card company, etc. or a government office.
3. Party A shall take appropriate safety measures, store, and manage personal information, etc. to prevent leakage.
4. Party B may request Party B's personal information provided to Party A to disclose, correct, or suspend its use at the following windows.
Further Questions Should be Forwarded to
Unit B, 19/F, Queen's Centre, 58-64 Queen's Road East, Wan Chai, Hong Kong
B-work Merchant services department
TEL: +852-3529-1341
Article 19 (Disruption, Change, etc. of this System)
1. Party A may immediately suspend the provision of all or part of this Service without any notice if Party B falls under any of the following reasons, and may suspend the payment of all or part of the Products, etc. handled by Party B.
(a) In violation of these Terms and Conditions or any agreement accompanying them, Party A requests performance in writing, and Party A fails to perform the contents of the contract even after 10 days have elapsed since the notice;
(b) When a petition for seizure, provisional seizure, delinquency, compulsory auction, or other compulsory execution is received, or when a petition for exercise of security interest is received;
(c) When a petition for bankruptcy, civil rehabilitation proceedings, special liquidation proceedings, company reorganization proceedings, or company reorganization proceedings is filed by itself (including when a notice of voluntary liquidation is sent).
(d) When a person has been suspended from paying a bill or check he/she has received a disposition of default, etc.
(e) When liquidation procedures are commenced.
(f) When a business suspension or cancellation of a business license or business registration is received from a supervisory agency.
(g) When a resolution is made on dissolution, suspension of business, reduction of capital, transfer of business, or merger (excluding an absorption-type merger in which the person becomes a surviving company) is made;
(h) When Party B is denied as a member store by a credit card company, etc. or when Party B is revoked for any reason.
(i) When there is a reasonable reason for determining that the ability to pay has been extremely reduced.
(j) When the chargeback rate under Article 13 reaches 1%, and when there is a possibility of reaching it.
(k) When Party A determines that there is a significant amount of fraudulent use of the card in the settlement of the price.
(l) When Party A determines that Party A is inappropriate in relation to the information, sales methods, advertising, service contents, etc. provided with the products, etc.
(m) When a third-party file a claim, etc. against Party A for damages in connection with the handling of personal information, etc. by Party B.
(n) In the event of gross negligence or treachery.
(o) When Party A is unable to contact Party B even if Party B uses the address, telephone number, or e-mail address that Party A has reported to Party A.
(p) When Party A determines that an act that interferes with or is likely to interfere with the provision of this Service is recognized,
(q) When Party A determines that an act that interferes with or is likely to interfere with the use of this Service is recognized.
(r) When using this service, Party A sets up a different system from the one specified by Party A.
(s) When Party B is found to be an anti-social force.
(t) When Party B is found to be cooperating, engaging, or exploiting with anti-social forces;
(u) When Party B fails to deposit the security, deposit requested by Party A or does not comply with the addition or change of a joint guarantor.
(v) When Party A determines that Party B 's credit standing has changed significantly.
2. Party A may immediately suspend the provision of all or part of this Service and suspend the payment of all or part of the goods, etc. handled by Party B in the event of any of the following reasons:
(i) Cases where this Service cannot be provided due to force majeure due to large-scale disasters, etc.
(ii) Cases where equipment maintenance or construction work is carried out by communication line operators, etc.
(iii) When it is difficult to operate this system due to congestion, failure, shutdown, natural disaster, power outage, fire, etc. of servers, network equipment, circuits, etc.
(iv) In the event of loss, damage, theft, or possibility of loss, damage, theft of this system or other system or data for the provision of this Service;
3. Party A may suspend the provision of this Service in whole or in part by notifying Party B in advance when Party A performs maintenance, inspection, maintenance, or modification as deemed necessary. The method of notification shall be chosen by Party A and shall become effective by sending the notification.
4. When a credit card company, etc. changes this system, Party B shall comply with the revised rules and other regulations, as well as the rules and other regulations of the credit card company, etc. in accordance with the changes.
5. Party A shall not be liable for any damage caused to Party B due to the suspension of this Service under paragraphs 1, 2 and 3, the suspension of payment of goods handled by Party B, or the change of this system under the preceding paragraph.
[In cases of face-to-face interaction]
Article 20 (Confirmation of Validity, etc. of Credit Cards)
Party B shall confirm the following matters with the care of a good manager in accordance with the standards prescribed in the Installment Sales Act and confirm that the credit sale does not fall under the category of fraudulent card use or other card numbers. In such cases, Party B shall take the measures listed in the implementation plan and take them.
(i) Validity of the presented credit card.
(ii) Identification of credit card presenter and credit card holder.
[In cases of non-face-to-face interaction]
Article 21 (Confirmation of Validity, etc. of Credit Cards)
1. Party B shall, when conducting credit sales, confirm the following matters with the care of a good manager in accordance with the standards prescribed in the Installment Sales Act: In such cases, Party B shall take measures listed in the implementation plan or equivalent measures.
(i) Validity of notified card numbers, etc.
(ii) That the relevant credit sales do not fall under the category of fraudulent use of card numbers, etc. (hereinafter referred to as "illegal use").
2. The specific methods and forms of the measures listed in the implementation plan or equivalent measures taken by Party B for confirmation under the preceding paragraph shall be as described in the attached sheet.
3. Notwithstanding the provisions of the preceding paragraph, Party A may request changes in the method or form if necessary to prevent unauthorized use of the measures listed in the implementation plan due to technological development, social environmental changes, or other reasons.
Article 22 (Prohibition of Transfer of Status)
Party B shall not succeed, transfer, lend, secure, or otherwise dispose of any rights or obligations arising from this Agreement and the status of the parties to this Agreement and the General Agent Agreement unless Party A agrees in writing.
Article 23 (Liability for Compensation and Compensation)
1. Party B shall compensate Party A for any damage caused by breach of this Agreement or in connection with the use of this Service.
2. In the event of a dispute between Party B and a third party in violation of this Agreement or in connection with the use of this Service, Party B shall resolve all disputes at Party B's responsibility and expense and promise not to cause Party A any inconvenience.
3. Party B shall compensate Party A or Party B for the loss, damage and expenses incurred by Party A or Party B in the event of a lawsuit or other claim against Party A or Party B in connection with Party A or Party B in connection with Party A or Party B in connection with Party A 's business.
4. Party A is asked by credit card companies such as Acquirer and Settlement Agency to pay damages, penalties, fines, and other similar money for transactions in Party B. Party B shall compensate Party A for such damages.
5. Party A shall not be responsible for any damage caused by Party B due to changes, suspension, suspension, abolition, or other reasons related to this Service.
6. Party A shall not be responsible for any obstruction to the operation of this Service, such as poor communication, delay, or mistransmission caused by the communication line or Party A's equipment, equipment, etc.
7. If Party B delays the performance of its obligations under this Agreement, Party B shall pay Party A 14.5% annual interest rate on the amount from the day after the due date to the payment. In addition, the calculation of late damages shall be calculated by daily calculation of 365 days a year.
Article 24 (Deposit)
1. Party A may request Party A to deposit the amount specified by Party A (hereinafter referred to as "security deposit") as security for Party B's performance of all obligations under this Agreement if Party A finds it necessary to conclude or execute this Agreement. Interest shall not be incurred on the deposit.
2. In the case referred to in the preceding paragraph, Party A may deduct the amount equivalent to the deposit from the amount to be remitted to Party B pursuant to Article 11 and appropriate the amount to a portion of the deposit. However, if the amount to be remitted is less than the amount of the deposit, Party B shall deposit the shortage separately at Party A's request.
3. Party A may at any time allocate all or part of the deposit to Party B's performance of its monetary obligations under this Agreement without prior notice to Party B. In addition, Party A shall determine the order in which Party B owes multiple debts to Party A.
4. If all or part of the security deposit is appropriated for Party B's debt under the preceding paragraph, Party B shall immediately pay Party A such amount and maintain the amount of the security deposit. The provisions of paragraph (2) shall apply mutatis mutandis to such payments.
5. Deposit of deposit shall continue for six months in principle after the termination of this Agreement. However, if there is a dispute or cancellation of transactions using this service, Party B may continue to deposit money at Party A's discretion, and Party B will not object to this.
6. Party A shall promptly return the remaining amount (the remaining amount after it has been allocated to Party B's debt under paragraph 4) to Party B after the deposit period has expired. However, there shall be no interest on the deposit.
7. Party B may not transfer or provide the right to claim the refund of the security deposit to any other party.
Article 25 (Amendment of the Terms and Conditions)
1. Party A may, if Party A finds it necessary, change the contents of these Terms and Conditions and the provisions attached to these Terms and Conditions.
2. Regarding the changes to these Terms and Conditions or the accompanying Terms and Conditions, Party A shall be deemed to have approved the new Terms and Conditions and shall apply the changed Terms and Conditions if Party B continues to use the Service.
Article 26 (Obligation to Notify Change of Address, etc.)
1. Party B shall immediately notify Party A of any changes in the trade name, representative, location of the head office, or any other matters reported to Party A under this Agreement.
2. If Party B fails to give the notice prescribed in the preceding paragraph and the notice or other documents issued by Party A are delayed or not delivered, these documents shall be deemed to have arrived at the usual time of arrival.
3. Party B shall be fully responsible for any damage caused by Party B's failure to give notice under paragraph (1).
Article 27 (Compensation for Damages)
In the event of damage to Party B due to reasons attributable to Party A, Party A shall be liable for damages limited to Party B's normal and direct damage and Party B shall pay Party A's royalties. In addition, Party A shall not be responsible for any violation of the provisions of this Agreement or for any damage to Party B due to any reason not attributable to Party A's own responsibility, such as the revision or establishment of relevant laws and regulations.
Article 28 (Term of Contract, etc.)
1. This Agreement shall be valid for two years from the date of establishment of this Agreement and shall not be terminated in the interim unless otherwise provided for in the following Article or these Terms and Conditions.
2. If Party A and Party B do not express their intention to cancel this Agreement in writing three months before the expiration of the term of this Agreement, this Agreement shall be renewed for another year under the same conditions, and the same shall apply thereafter.
Article 29 (Loss of benefits due and immediate cancellation)
1. If Party B falls under any of the following reasons, Party A may request Party B to immediately fulfill all obligations existing at that time by notifying Party B in writing without any notice.
(a) In violation of these Terms and Conditions or any agreement accompanying them, Party A requests performance in writing, and Party A fails to perform the contents of the contract even after 10 days have elapsed since the notice;
(b) When a petition for seizure, provisional seizure, delinquency, compulsory auction, or other compulsory execution is received, or when a petition for exercise of security interest is received;
(c) When a petition for bankruptcy, civil rehabilitation proceedings, special liquidation proceedings, company reorganization proceedings, or company reorganization proceedings is filed by itself (including when a notice of voluntary liquidation is sent).
(d) When a person has been suspended from paying a bill or check he/she has received a disposition of default, etc.
(e) When liquidation procedures are commenced.
(f) When a business suspension or cancellation of a business license or business registration is received from a supervisory agency.
(g) When a resolution is made on dissolution, suspension of business, reduction of capital, transfer of business, or merger (excluding an absorption-type merger in which the person becomes a surviving company) is made;
(h) When Party B is denied as a member store by a credit card company, etc. or when Party B is revoked for any reason.
(i) When there is a reasonable reason for determining that the ability to pay has been extremely reduced.
(j) When the chargeback rate under Article 13 reaches 1%, and when there is a possibility of reaching it.
(k) When Party A determines that there is a significant amount of fraudulent use of the card in the settlement of the price.
(l) When Party A determines that Party A is inappropriate in relation to the information, sales methods, advertising, service contents, etc. provided with the products, etc.
(m) When a third-party file a claim, etc. against Party A for damages in connection with the handling of personal information, etc. by Party B.
(n) In the event of gross negligence or treachery.
(o) When Party A is unable to contact Party B even if Party B uses the address, telephone number, or e-mail address that Party A has reported to Party A.
(p) When Party A determines that an act that interferes with or is likely to interfere with the provision of this Service is recognized.
(q) When Party A determines that an act that interferes with or is likely to interfere with the use of this Service is recognized.
(r) When using this service, Party A sets up a different system from the one specified by Party A.
(s) When Party B is found to be an anti-social force.
(t) When Party B is found to be cooperating, engaging, or exploiting anti-social forces;
(u) When Party B fails to deposit the security, deposit requested by Party A or does not comply with the addition or change of a joint guarantor.
(v) When Party A determines that Party B 's credit standing has changed significantly.
(w) When Party A finds Party B inappropriate as a member store due to complaints from customers or reports from credit card companies, etc.
2. In the event of any of the reasons listed in the preceding paragraphs, Party A may immediately terminate this Agreement in whole or in part.
3. If Party B cancels this Agreement under the preceding paragraph, Party B may not claim damages or any other compensation from Party A or the credit card company, etc. In addition, if Party A or credit card company, etc. suffers damage, Party B shall compensate for the damage.
4. Cancellation under paragraph 2 shall not preclude Party A from claiming damages against Party B.
5. If this Agreement is terminated pursuant to paragraph 2, Party A and Party B shall settle all debts existing at that time. However, the refusal to pay under Article 13 shall be excluded, and the settlement may be withheld until the grounds for refusal under Article 13 are resolved.
6. Notwithstanding the provisions of the preceding paragraph, Party A may withhold the payment of the settlement amount and the refund of the security deposit for six months from the time of cancellation. However, the refusal to pay under Article 13 shall be excluded, and the settlement may be withheld until the grounds for refusal under Article 13 are resolved.
Article 30 (Inquiry and Registration with Credit Information Institutions)
1. Party B and joint guarantor (including prospective party) agree in advance that Party A obtains information about Party B and joint guarantor from the credit information organization to which Party A and Party B are affiliated.
2. Party B and joint guarantor (including prospective party) agree in advance that credit information based on objective facts generated by this contract may be registered with credit information agencies affiliated with Party A and credit card companies.
Article 31 (Joint and Several Guarantors)
1. The prospective joint guarantor shall become the joint guarantor upon the conclusion of this Agreement, and Party B shall be responsible for all obligations under this Agreement.
2. Party A may at any time request Party B to change or add a joint guarantor if Party A determines that Party A is ineligible for the joint guarantor.
Article 32 (Jurisdiction of Agreement)
Party A and Party B agree to designate the Tokyo District Court as the exclusive jurisdiction of the first instance in the event of a trial settlement of a dispute under this Agreement.
Article 33 (Governing Law)
This Agreement shall be governed by and construed in accordance with Japanese law.
Article 34 (Survival Clause)
1. The provisions of Articles 13 to 18, 20 to 24, 26 (2) and 3, 29 (3) to 6, 30 to 33 and 33 shall remain valid even if this Agreement is terminated regardless of expiration, termination, or other reasons.
2. Even after the termination of this Agreement, the terms and conditions of this Agreement shall remain in force until the payment of the money due by Party B to Party A under this Agreement.
Article 35 (Other)
If Party A and Party B are in doubts about the interpretation of the provisions of this Agreement, Party A and Party B shall resolve them in good faith based on mutual trust.
B-work
The articles contained hereon forth purposes to illustrate and govern a vested contractual relationship between:
• B-work (hereinafter referred to as "Party A”)
• Issuers of Credit Cards and their affiliate entities (hereinafter referred to as "Card Companies”), and,
• Applicants approved by both Party A and Card Companies (hereinafter referred to as "Party B") for usage and full receipt of payment procedure via the applied subject credit card settlement service (hereinafter referred to as "This Service")
Article 1 (Definition)
1. The term "System" shall refer to a digital settlement system operated by Party A, capable of managing credit card sales requests, credit card payment requests, and cancellation processing via online digital communication.
2. The term "Products" shall refer to but not limited to goods, rights, services, and software, sold, or provided by Party B (hereinafter referred to as "Sales").
3. The term "Customer" shall refer to an individual or a juridical person who applies for goods handled by Party B and whose application is accepted by Party B.
4. The term "Store" shall refer to a store, office, or enterprise affiliated with Party B where sales occur.
5. The term "System Fee" refers to an initial introduction fee, a monthly system usage fee, settlement fees, transaction fees, refund processing fees, chargeback fees, and any other fee payable to Party A based on the application form and settlement device.
6. The term "Chargeback" means a procedure where Card Companies refuse to pay for the sale price or requests a refund of the amount already paid at its own discretion due to an unauthorized use, a request for suspension of payment, or other reasons.
7. The term “Service" shall refer to services acting on behalf of Party B, and the purchaser in accordance with the Terms and Conditions for Credit Sales, Credit Card Payment, and Cancellation.
Article 2 (Application for this Service)
1. All necessary information shall be submitted by the participants of Party B to party A, with full prior comprehension and in agreement to the Terms and Conditions stipulated by Party A and the Card Companies.
2. Party B shall delegate Party A to conclude all necessary documentation with the Credit Companies, further, shall grant Party A with comprehensive legal representation for the render of the Service provided by the subject Credit Card Companies.
3. Party B participants shall acknowledge and agree to the following sub articles (i)(ii)(iii), prior to considering receipt of the Service.
• (i) Party A shall not be obliged to disclose relevant information, reasoning nor otherwise upon the event of disapproval and thus decline in membership to Party B by party A.
• (ii) Party A retains the right to decline membership to Party B, despite all rightful approval of membership granted by the Credit Company.
• (iii) Party A retains the right of ownership to all documentation, information, and otherwise submitted by Party B at the time of application, despite all rightful approval of membership granted by the Credit Company.
4. All untruthful representation by Party B upon the application and review of membership (Service X) will be subject to maximum legal consequences at the cost of Party B.
Article 3 (Establishment of Member Store Contracts)
1. Pursuant to approval of Party B’s membership application by both Party A and the Credit Card Companies as described in the preceding article, a separate contract agreement governing member bingo halls (hereinafter referred to as "This Agreement") shall be agreed and ratified between Party A and Party B at the date of approval.
2. This Agreement shall be concluded in accordance with the context of the member store application form and the terms and conditions upon using the settlement device.
3. It should be noted that an additional and separate terms and conditions provision tendered by party A, shall comprise as part of this Agreement.
4. Where the provisions of these Terms and Conditions differ from those of the preceding paragraph, the provisions of these provisions shall prevail.
5. Party B is authorized to the System for Sales of Goods seen under this Agreement.
6. Upon concluding with this Agreement between pursuant to paragraph 1, Party A shall enter into a prescribed comprehensive agency agreement (hereinafter referred to as "Comprehensive Agency Agreement") with Party A and Party B on behalf of Party B.
7. Party B confirms that Party B recognizes and accepts the contents of the Comprehensive Agent Agreement.
8. Party B shall receive this Service in compliance with these Terms and Conditions and other relevant regulations.
9. With exception to that which is provided in these Terms and Conditions, The Agreement does not grant permission usage of copyright, trademark, design, patent, or other rights held by Party A.
Article 4 (Sales method based on this system)
1. Subject transactions of this Agreement shall be limited to those who use this System as a means of settlement and sell Goods handled by Party B to customers in accordance with these Terms and Conditions and other related regulations.
2. Party B shall obtain approval of Party A in advance when using this system by means other than the preceding paragraph.
3. Party A may choose to refuse using this system based on its own judgment, and may choose not to disclose its reasons to Party B.
4. The base date of sales shall be specified as below upon usage by Party B.
(i) The contract date of Sales of Goods.
(ii) The contract day of Sales of Services.
5. Party A shall not be responsible for any malfunctions caused by Party B's misuse of this system.
Article 5 (Limited Amount of Credit Sales)
1. Party A retains the right to set Party B’s credit limits regardless of the type of credit held with the Card Companies. Further, "one-time limit" means the total amount of sales on the same day and at the same store.
2. If in case where sales exceed beyond the credit limit set by Party A as depicted in the preceding paragraph, Party B shall obtain Party A 's approval in advance.
Article 6 (Products handled, etc.)
1. Party B shall notify Party A of the type, content, mode of sale, and store of goods transacted to Party A in advance.
2. Party B acknowledges that any of the following items is prohibited by Card Companies and pledges not to handle them in this service:
(i) A person who damages the rights, property, privacy, honor, or credit of a customer or other third party.
(ii)infringes on the patent, utility model, trademark, design, portrait, copyright, or other intellectual property rights of customers or third parties.
(iii)Defects in function or quality.
(iv)Those who violate or are likely to violate the Firearms and Swords Act, the Narcotics Control Act, the Washington Convention, and other relevant laws and regulations and treaties.
(v)Contravening public order and moral.
(vi)Facts that cause misunderstanding or other false information.
(vii)Any other violation of Japanese laws and regulations.
(viii)Items that may cause criminal acts.
(ix)Other items deemed inappropriate by Party A or Credit Card Company, etc.
3. Party B shall submit documents to Party A in advance to Party A certifying the sale of travel services, liquor, and pharmaceuticals, etc. or Party B to Party A in accordance with the Lawyer Act, Judicial Scrivener Act, Tax Accountant Act, Social Insurance Labor Act, Administrative Scrivener Act, etc. If Party B loses its license or qualification, Party B shall immediately report to Party A and discontinue the sale of the goods, etc.
4. In the case where a third party other than Party B has the right to handle the goods sold by Party B, Party B must obtain permission to use the right from the subject third party in advance. If Party B receives a request based on these rights from a third party, Party B shall take full responsibility for the request and shall not cause any inconvenience to Party A or Card Company, etc.
Article 7 (Responsibility of Party B)
1. Party B shall guarantee Party A the following matters and comply with them when using this Service:
(i) The handling of Goods Party B intends to sell, shall be limited to those that Party B reports to Party A in the form specified and approved by Party A.
(ii)When inn cases where Party B 's products and transactions lead to a compromise in third parties' rights, property, privacy, reputation, or credibility, Party B’s responsibility and expenses will be held accountable.
(iii)All transactions shall be free of inconvenience to Party A and the Card Company, etc., further assured they are not in violation of governing laws and regulations per that jurisdiction.
(iv)Party B shall conclude a contract after fully explaining the contents of the products, etc. without giving false or exaggerated explanations to the customer.
(v) Party B shall promptly supply, provide, or ship goods, etc. that are not defective, at its own responsibility and expense, and no different from normal sales conditions, product description, etc. proposed by Party B.
(vi)If delivery of goods, etc. is delayed or out of stock, Party B shall notify Party B of the timing of delivery, etc. in writing.
(vii) In cases where delivery or any transaction of products bear difficult, notify the customer and Party A immediately.
(viii) Party B shall have a system for after-sales service such as nonconformity with the contract, performance of the contract, etc., and shall maintain the system throughout the period of this contract without burdening Party A.
(ix) Party B shall take measures to prevent unilateral disadvantages to the customer in case of expected trouble with the customer, and specify the scope of responsibility of Party B and the customer so that the customer can understand.
(x) Party B shall establish a window for customer complaints, inquiries, etc. and promptly respond to complaints, inquiries, etc. received at the window.
(xi) When Party B maintains credit card information such as customer's credit card number and expiration date, Party B shall take measures to prevent all credit card information (hereinafter referred to as "card information") from being viewed, leaked, tampered with, or destroyed.
(xii) In addition to the preceding item, Party B shall take necessary measures to prevent Party B 's personal information from being lost, damaged, or leaked, and shall resolve the dispute at Party B 's responsibility and expenses.
(xiii) If Party A finds it necessary, Party B shall notify Party A of the names, affiliation, and contact information of employees, etc. involved in sales, etc. using this system in Party B in advance.
(xiv) Party B shall manage the employees, etc. involved in this system in general and take full responsibility for their actions.
(xv) Party B shall conduct its business faithfully as a good manager in accordance with these Terms and Conditions and other provisions regarding transactions using this system.
(xvi) Party B shall have a system environment in which the data necessary for the execution of this Agreement can be transferred to Party A via the Internet or other communication lines, and shall maintain such a system throughout the term of this Agreement.
(xvii) Observe these Terms and Conditions and other provisions, as well as the terms and conditions of the credit card company, when using this system.
2. Party B shall clarify the following matters to the customer and make the customer fully understand them.
(i) The parties related to the transactions are Party B and the customer, and the rights and obligations arising from the sale, etc. of handling goods, etc. occur between Party B and the customer.
(ii) Party B is responsible for all responsibilities as a seller for handling products, etc., and Party B 's official name, address, telephone number, the name of the representative or person in charge, and the e-mail address for inquiry.
(iii) Party A may request approval of credit card sales, request payment of credit card payment, and process cancellation on behalf of Party B using the customer's personal information provided by Party B.
(iv) In the case of Party A 's credit card payment on behalf of Party B, Party A shall notify Party B separately.
(v) Other matters specified in the Specified Commodity Transactions Act and related laws and regulations.
(vi) Other matters specified by Party A.
3. Party B shall comply with the following matters to customers who wish to pay for goods handled by credit cards issued by credit card companies (hereinafter referred to as "Credit Sales") (hereinafter referred to as "members" in this paragraph and Article 13):
(i) Do not impose any restrictions on the smooth operation of credit sales or discriminatory treatment that would be disadvantageous to members, such as refusing to accept credit cards without justifiable reasons other than the following:
(a) When a member is found to be a person other than himself or herself.
(b) When approval by credit card company, etc. is not obtained.
(c) When this system is not operating.
(ii) Party B shall not use the System for any purpose other than credit sales.
(iii) Party B shall consult with Party A regarding credit card sales and follow Party A's instructions in any of the following cases:
(a) In case there are any inconsistent matters such as card name, gender, age, card issuing company, membership number, etc.
(b) If you are suspicious of the card usage.
(c) When the same member presents a card with a different name.
(d) Cases where a counterfeit or altered card is considered to fall under the category of a credit card company, etc. notified in advance.
(e) Cases where there is an abnormally large or expensive purchase offer for the transaction based on daily transactions.
(iv) Party B shall promptly comply with Party A or Party B 's request for cooperation in investigating, etc. the following matters in the transaction not limited to the preceding paragraph or the preceding paragraph:
(a) Report on card usage.
(b) Confirmation of the card and the issuing company.
(c) Membership number, card membership name, and identification.
(d) Other matters deemed necessary by Party A.
(v) Party B shall promptly respond to requests from Party A and Party B to provide information and materials necessary for the operation of this system.
4. After notifying Party A of the sales claim information, Party B shall immediately report to Party A the suspension of payment, withdrawal of application or cancellation of contract, etc.
5. Party A may enter Party B 's office at any time if Party A deems it necessary to check Party B 's compliance with this Agreement.
6. Party B shall immediately report to Party A any violation of the provisions of this Article, resolve and improve the transaction problem in good faith, and take measures such as suspension of business as necessary.
7. Party B shall immediately compensate Party A or Party B for the damage suffered by Party A or Party A or Party B for the failure to comply with the obligations prescribed in this Article.
8. Party B shall take necessary measures for the proper management of card numbers in accordance with the Installment Sales Act, and shall handle card numbers with the care of a good manager to prevent leakage, loss, or damage.
(i) Party B shall take measures listed in the implementation plan or equivalent measures in order to properly manage the card number, etc.
(ii) Specific methods and forms of measures taken by Party B for proper management of card numbers, etc. under the preceding paragraph (including specific methods and forms of measures taken by Party B for proper management of card numbers, etc.) shall be recorded.
(iii) Notwithstanding the provisions of the preceding paragraph, Party A may request Party B to change the method or form if necessary to prevent leakage, loss, or damage of the card number, etc.
Article 8 (Compliance with relevant laws and regulations, etc.
Party B shall comply with all other applicable laws and regulations, such as the Act on Specified Commercial Transactions, the Consumer Contract Act, and the Installment Sales Act, and Party B shall thoroughly manage Party B 's education and guidance to comply with relevant laws and regulations.
Article 9 (Prohibited Matters)
1. Party B shall not perform any of the following actions when using this Service:
(i) The act of recording claims other than those arising from said current transaction, such as cash advance and collection of past accounts receivable, in their sales and transactions with customers.
(ii) The act of correcting sales transactions with customers without justifiable grounds.
(iii) The act of recording sales by dividing a single transaction into multiple sales.
(iv) Record false or fraudulent records, such as false dates, false or inflated sales receivables, etc.
(v) Acts of tampering with or destroying information available through this Service.
(vi) To transmit or write harmful computer programs, etc.
(vii) Party A or a third party (including customers) shall not engage in acts that infringe or are likely to infringe the trade secrets and other rights set forth in this paragraph.
(viii) Acts that may slander, slander, or injure Party A or a third party.
(ix) Acts that infringe or are likely to infringe on the property or privacy of Party A or a third party.
(x) Solicitation of sales or sales in a manner that violates the Act on Specified Commercial Transactions, the Act on Appropriateness, etc. of Specified E-mail Transactions, and related laws and regulations.
(xi) Acts such as failing to submit a license, permission and notification documents or making a false declaration.
(xii) Acts contrary to the provisions of these Terms and Conditions.
(xiii) Acts that violate or are likely to violate laws and regulations.
(xiv) Other acts deemed inappropriate by Party A.
2. Party A may terminate this contract, request Party B to refund all or part of the price of the goods, and claim Party B to compensate Party A for any damage caused by Party B in the preceding paragraph. Party B shall comply with Party A's request immediately.
Article 10 (Utilization Fees, etc. of this System)
1. The amount, rate, closing date, payment date, etc. of this system shall be determined by Party A after examination and notified to Party B based on the application form for member stores and payment equipment.
2. Party A may revise the amount, rate, closing date, payment date, etc. of this system to a considerable extent, depending on economic conditions, etc. In principle, the amendment shall be made by issuing a document to Party B one month before the implementation.
3. Party B shall pay Party A the usage fee, etc. in accordance with the amount, closing date, payment date, and other conditions stated in the application form for member stores and settlement equipment. However, the method of payment shall be offset from the amount of sales paid by the credit card company, etc. as prescribed in Article 11, paragraph 2, and if it cannot be offset, the usage fee, etc. shall be paid to Party A by the due date.
4. Party B shall bear the expenses incurred in preserving and executing Party B's claims under this Agreement, such as bank transfer fees, consumption taxes, and other taxes and public expenses.
Article 11 (Method of Payment)
1. Party A shall notify Party B of the sales information of Party B's products, etc. using this system in accordance with the separate handling regulation.
2. Party A shall pay Party B the full sales amount of less Party B 's system usage fees, etc. to Party B 's pre-reported financial institution’s deposit account.
3. Party B shall immediately notify Party A in writing when changing the deposit account of a financial institution used in transactions with Party A.
4. When a customer files to invalidate his/her account with Card Companies, Party A shall pay Party B in the amount of payment as follows:
(i) In the event that such amount is not paid to Party B, Party A may refuse or withhold payment of such amount until Party B's defense of suspension of payment is resolved.
(ii) In the case where such amount has been paid to Party B, Party B shall refund such amount in accordance with Party A's request in the manner prescribed by Party A.
5. Party A may refuse a credit card payment application from a customer based on his/her own judgment, and the reason for refusal shall not be disclosed to Party B.
6. If the refund or chargeback requested to Party B is not returned to Party A, it may be offset from the sales of the affiliated company or the company recognized by Party A as relevant.
Article 12 (Cancellation, etc. of Sales Contracts, etc.)
Party B shall notify Party A in advance when Party A intends to terminate Party B 's sales contract or service contract related to the sale or provision of goods, etc. (hereinafter referred to as Party A 's individual contract).
Article 13 (chargeback, etc.)
1. In the event of any of the following reasons, Party A may refuse to pay Party B under Article 11 until the reason or facts supporting the termination are extinguished. Party B shall not object to the termination, further, no interest shall incur for the period of refusal of payment, regardless of the outcome.
(i) When Party A determines that a chargeback has occurred or that there is a high possibility of such a chargeback.
(ii) When Party A determines that the contract between Party B and the customer is not executed or is highly likely to be executed.
(iii) Party A determines that Party B is engaged in business in violation of laws and regulations or this Agreement.
(iv) When Party B terminates a credit sales contract with a customer.
(v) In the event of a refund processing beyond the closing date, it is predicted that the refund amount will exceed the sales amount during the next transaction period.
(vi) When Party B 's sales data for credit sales is incorrect.
(vii) When Party A determines that a person who has applied to Party B for a purchase, etc. under Party B 's name or who has ordered Party B 's products, etc. intends to make a credit card payment under Party B 's name. (viii) When a member has filed a claim concerning said credit sales, such as a lack of use or a difference in the amount of use, etc.
(ix) When Party A determines that the application is clearly contrary to the customer's will, such as duplicate applications for the same product, etc. by the same customer.
(x) When it is judged that a chargeback is expected based on Party A's developing credit.
(xi) When the contract between Party A and Party B is terminated.
(xii) When chargeback rate is increased, the amount of settlement, handling, and the number of customer inquiries and complaints, have increased.
(xiii) When Party A determines that there is a high possibility of rejection of payment from other credit card companies, etc.
2. Party A shall determine the amount of retained earnings under the preceding paragraph based on Article 24 for it to be used as part of the deposit.
3. If Party B incurred any amount of money due to Party A during the suspension period, Party A may appropriate the amount of money reserved under paragraph 1.
4. In the case of paragraph (1), Party B shall pay Party A a chargeback fee for each credit sale in accordance with the application form of the Member Store and Payment Equipment.
5. Party A may request Party B a separate deposit if Party A determines that Party A needs it due to Party B 's high ratio of chargeback to Party B 's sales amount.
6. In the case referred to in paragraph (1), Party A may voluntarily take appropriate measures such as cancellation of purchase by credit card payment, refund, etc. Party A shall not be liable for any damage suffered by Party B.
7. If Party A has taken measures under the preceding paragraph, Party A may demand Party B to reimburse Party B for the expenses incurred in such measures, and Party A may demand compensation in case Party A suffers any additional damages.
8. If Party A has taken measures under the preceding paragraph, Party A may demand Party B to reimburse Party B for the expenses incurred in such measures, and Party A may demand compensation if Party A suffers any additional damages.
9. Party A may refuse to pay Party B under Article 11 until Party B 's reasons or facts supporting Party B 's transaction disappear, even if Party A 's payment suspension or suspension of payment to Party A is included in Party A.
10. In the cases prescribed in the items of paragraph (1) of the preceding Article, Party A may voluntarily take appropriate measures such as cancellation of purchase applications by credit card payments from customers, and Party B shall respond. In that case, Party A may charge Party B an administrative fee, and Party A shall not be liable for any damage suffered by Party B.
11. When Party A returns the amount withheld from payment, Party A shall deduct the amount appropriated for payment pursuant to the preceding paragraphs and return it to Party B in accordance with the method specified by Party A.
Article 14 (Investigation)
1. Party A may investigate Party B's products, sales methods, and advertising at any time.
2. Party B shall cooperate in the investigation at the request of Party A.
3. If Party A determines that the goods handled, sales methods, and advertisements violate these Terms and Conditions, Party A may request Party B to make changes and/or other appropriate measures. Party B shall conform at its own expense.
Article 15 (Dispute Resolution)
1. Party B shall take full responsibility for any complaints, requests for returns, exchanges, requests for cancellation of contracts, sales methods, or indications from customers or any other third parties, claims, after-sales services, delays in payment, or disputes with customers or third parties.
2. Notwithstanding the provisions of the preceding paragraph, Party A may take any necessary measures on behalf of Party B in a manner deemed appropriate by Party A. Party B shall be deemed to have approved the measures in advance and shall not object to Party A.
3. In the case referred to in the preceding paragraph, Party A may attribute the effect of the measures taken by Party A on Party B, and Party B shall pay Party A all expenses incurred on Party B's behalf and all other expenses incurred in the measures.
4. Notwithstanding the provisions of paragraph (1), when Party A is involved in a dispute between Party B and a customer or other third party and bears the costs of dispute resolution, Party B shall pay Party A all costs including legal fees.
5. In the case of paragraphs 2, 3 and 4, Party A may refuse to accept and pay Party B's goods, etc. without any obligation to pay the price. Party A may request Party B to refund the price if Party A has already paid Party B.
6. Party B shall compensate Party A, or compensate Party A and the Card Companies for the damage caused by the dispute under this Article. In addition, Party A may withhold payment under Article 11 for a considerable period of time in case Party B violates its obligations under this Agreement, and Party A may appropriate Party A 's compensation for damages incurred by Party A and Party B to resolve the dispute.
Article 16 (Confidentiality)
1. Both Party A and Party B shall treat technical, commercial, or any other information disclosed with confidentiality upon performing this Agreement (hereinafter referred to as "Confidential Information”), and no disclosure or leakage shall be made to any other third party without prior written consent of the technician and shall not be used for any other purpose other than the business prescribed herein.
2. Confidential information set forth in the preceding paragraph shall include information such as office contact slips provided by Party A to Party B, and confidential business or technical information held by Party A or Card Companies.
3. Party A and Party B shall take necessary measures to prevent loss, damage, or leakage of confidential information, and shall be responsible for loss, damage, leakage, to the extent that they can control themselves.
4. Notwithstanding the provisions of paragraph (1), information falling under any of the following items shall not be subject to confidentiality obligations: (i) Information previously known before disclosure from the other party.
(ii) Information obtained from the other party that has become known regardless of the reason attributable to the acquirer.
(iii) Information already held by the acquirer at the time of acquisition from the other party.
(iv) Information obtained legally from a legitimate third party without obligations of confidentiality.
(v) Information developed independently by the acquirer regardless of confidential information obtained from the other party.
(vi) Information ordered to be submitted through government offices or legal procedures.
5. Party B agrees with Party A in advance that Party A may share information with credit card companies, etc.
6. Party A and Party B shall return or dispose of confidential information in accordance with the instructions of the other party when this Agreement is terminated.
Article 17 (Confidentiality of Personal Information, etc.)
1. Party B shall keep confidential all information pertaining to personal information of the customer obtained during the usage of this system (hereinafter referred to as "personal information”), and shall not provide, disclose, or leak to third parties without Party A's prior written consent.
2. Party B shall take necessary measures to prevent loss, damage, or leakage of personal information, and shall be fully be responsible to Party A or a third party for the loss, damage, leakage, etc. of personal information, except for reasons attributable to Party A.
3. The confidentially described in this article shall not apply under circumstances where disclosure is mandated and requested under the provisions of judiciary law, and that all parties involved will conform to the jurisdictional authorities involved with the subject matter.
4. If Party B entrusts the processing of business related to this Agreement to a third party, Party B shall thoroughly manage Party B to comply with the Personal Information Protection Act and related laws and regulations.
5. Party B agrees in advance that Party A may disclose personal information when a written request is made by a credit card company, etc. or a government office.
Article 18 (Regarding the handling of Party A's personal information when Party B is an individual)
1. Party A shall use Party B's personal information provided by Party B to the extent necessary for the management of member stores and shall not use it for any purpose otherwise.
2. Party A shall not provide Party B's personal information provided by Party B to any third party except in the following cases:
(i) Cases where Party A entrusts or provides services to Party A 's business consignee, etc. in order to achieve the purpose of use;
(ii) Cases based on laws and regulations.
(iii) When a written request is made from a credit card company, etc. or a government office.
3. Party A shall take appropriate safety measures, store, and manage personal information, etc. to prevent leakage.
4. Party B may request Party B's personal information provided to Party A to disclose, correct, or suspend its use at the following windows.
Further Questions Should be Forwarded to
Unit B, 19/F, Queen's Centre, 58-64 Queen's Road East, Wan Chai, Hong Kong
B-work Merchant services department
TEL: +852-3529-1341
Article 19 (Disruption, Change, etc. of this System)
1. Party A may immediately suspend the provision of all or part of this Service without any notice if Party B falls under any of the following reasons, and may suspend the payment of all or part of the Products, etc. handled by Party B.
(a) In violation of these Terms and Conditions or any agreement accompanying them, Party A requests performance in writing, and Party A fails to perform the contents of the contract even after 10 days have elapsed since the notice;
(b) When a petition for seizure, provisional seizure, delinquency, compulsory auction, or other compulsory execution is received, or when a petition for exercise of security interest is received;
(c) When a petition for bankruptcy, civil rehabilitation proceedings, special liquidation proceedings, company reorganization proceedings, or company reorganization proceedings is filed by itself (including when a notice of voluntary liquidation is sent).
(d) When a person has been suspended from paying a bill or check he/she has received a disposition of default, etc.
(e) When liquidation procedures are commenced.
(f) When a business suspension or cancellation of a business license or business registration is received from a supervisory agency.
(g) When a resolution is made on dissolution, suspension of business, reduction of capital, transfer of business, or merger (excluding an absorption-type merger in which the person becomes a surviving company) is made;
(h) When Party B is denied as a member store by a credit card company, etc. or when Party B is revoked for any reason.
(i) When there is a reasonable reason for determining that the ability to pay has been extremely reduced.
(j) When the chargeback rate under Article 13 reaches 1%, and when there is a possibility of reaching it.
(k) When Party A determines that there is a significant amount of fraudulent use of the card in the settlement of the price.
(l) When Party A determines that Party A is inappropriate in relation to the information, sales methods, advertising, service contents, etc. provided with the products, etc.
(m) When a third-party file a claim, etc. against Party A for damages in connection with the handling of personal information, etc. by Party B.
(n) In the event of gross negligence or treachery.
(o) When Party A is unable to contact Party B even if Party B uses the address, telephone number, or e-mail address that Party A has reported to Party A.
(p) When Party A determines that an act that interferes with or is likely to interfere with the provision of this Service is recognized,
(q) When Party A determines that an act that interferes with or is likely to interfere with the use of this Service is recognized.
(r) When using this service, Party A sets up a different system from the one specified by Party A.
(s) When Party B is found to be an anti-social force.
(t) When Party B is found to be cooperating, engaging, or exploiting with anti-social forces;
(u) When Party B fails to deposit the security, deposit requested by Party A or does not comply with the addition or change of a joint guarantor.
(v) When Party A determines that Party B 's credit standing has changed significantly.
2. Party A may immediately suspend the provision of all or part of this Service and suspend the payment of all or part of the goods, etc. handled by Party B in the event of any of the following reasons:
(i) Cases where this Service cannot be provided due to force majeure due to large-scale disasters, etc.
(ii) Cases where equipment maintenance or construction work is carried out by communication line operators, etc.
(iii) When it is difficult to operate this system due to congestion, failure, shutdown, natural disaster, power outage, fire, etc. of servers, network equipment, circuits, etc.
(iv) In the event of loss, damage, theft, or possibility of loss, damage, theft of this system or other system or data for the provision of this Service;
3. Party A may suspend the provision of this Service in whole or in part by notifying Party B in advance when Party A performs maintenance, inspection, maintenance, or modification as deemed necessary. The method of notification shall be chosen by Party A and shall become effective by sending the notification.
4. When a credit card company, etc. changes this system, Party B shall comply with the revised rules and other regulations, as well as the rules and other regulations of the credit card company, etc. in accordance with the changes.
5. Party A shall not be liable for any damage caused to Party B due to the suspension of this Service under paragraphs 1, 2 and 3, the suspension of payment of goods handled by Party B, or the change of this system under the preceding paragraph.
[In cases of face-to-face interaction]
Article 20 (Confirmation of Validity, etc. of Credit Cards)
Party B shall confirm the following matters with the care of a good manager in accordance with the standards prescribed in the Installment Sales Act and confirm that the credit sale does not fall under the category of fraudulent card use or other card numbers. In such cases, Party B shall take the measures listed in the implementation plan and take them.
(i) Validity of the presented credit card.
(ii) Identification of credit card presenter and credit card holder.
[In cases of non-face-to-face interaction]
Article 21 (Confirmation of Validity, etc. of Credit Cards)
1. Party B shall, when conducting credit sales, confirm the following matters with the care of a good manager in accordance with the standards prescribed in the Installment Sales Act: In such cases, Party B shall take measures listed in the implementation plan or equivalent measures.
(i) Validity of notified card numbers, etc.
(ii) That the relevant credit sales do not fall under the category of fraudulent use of card numbers, etc. (hereinafter referred to as "illegal use").
2. The specific methods and forms of the measures listed in the implementation plan or equivalent measures taken by Party B for confirmation under the preceding paragraph shall be as described in the attached sheet.
3. Notwithstanding the provisions of the preceding paragraph, Party A may request changes in the method or form if necessary to prevent unauthorized use of the measures listed in the implementation plan due to technological development, social environmental changes, or other reasons.
Article 22 (Prohibition of Transfer of Status)
Party B shall not succeed, transfer, lend, secure, or otherwise dispose of any rights or obligations arising from this Agreement and the status of the parties to this Agreement and the General Agent Agreement unless Party A agrees in writing.
Article 23 (Liability for Compensation and Compensation)
1. Party B shall compensate Party A for any damage caused by breach of this Agreement or in connection with the use of this Service.
2. In the event of a dispute between Party B and a third party in violation of this Agreement or in connection with the use of this Service, Party B shall resolve all disputes at Party B's responsibility and expense and promise not to cause Party A any inconvenience.
3. Party B shall compensate Party A or Party B for the loss, damage and expenses incurred by Party A or Party B in the event of a lawsuit or other claim against Party A or Party B in connection with Party A or Party B in connection with Party A or Party B in connection with Party A 's business.
4. Party A is asked by credit card companies such as Acquirer and Settlement Agency to pay damages, penalties, fines, and other similar money for transactions in Party B. Party B shall compensate Party A for such damages.
5. Party A shall not be responsible for any damage caused by Party B due to changes, suspension, suspension, abolition, or other reasons related to this Service.
6. Party A shall not be responsible for any obstruction to the operation of this Service, such as poor communication, delay, or mistransmission caused by the communication line or Party A's equipment, equipment, etc.
7. If Party B delays the performance of its obligations under this Agreement, Party B shall pay Party A 14.5% annual interest rate on the amount from the day after the due date to the payment. In addition, the calculation of late damages shall be calculated by daily calculation of 365 days a year.
Article 24 (Deposit)
1. Party A may request Party A to deposit the amount specified by Party A (hereinafter referred to as "security deposit") as security for Party B's performance of all obligations under this Agreement if Party A finds it necessary to conclude or execute this Agreement. Interest shall not be incurred on the deposit.
2. In the case referred to in the preceding paragraph, Party A may deduct the amount equivalent to the deposit from the amount to be remitted to Party B pursuant to Article 11 and appropriate the amount to a portion of the deposit. However, if the amount to be remitted is less than the amount of the deposit, Party B shall deposit the shortage separately at Party A's request.
3. Party A may at any time allocate all or part of the deposit to Party B's performance of its monetary obligations under this Agreement without prior notice to Party B. In addition, Party A shall determine the order in which Party B owes multiple debts to Party A.
4. If all or part of the security deposit is appropriated for Party B's debt under the preceding paragraph, Party B shall immediately pay Party A such amount and maintain the amount of the security deposit. The provisions of paragraph (2) shall apply mutatis mutandis to such payments.
5. Deposit of deposit shall continue for six months in principle after the termination of this Agreement. However, if there is a dispute or cancellation of transactions using this service, Party B may continue to deposit money at Party A's discretion, and Party B will not object to this.
6. Party A shall promptly return the remaining amount (the remaining amount after it has been allocated to Party B's debt under paragraph 4) to Party B after the deposit period has expired. However, there shall be no interest on the deposit.
7. Party B may not transfer or provide the right to claim the refund of the security deposit to any other party.
Article 25 (Amendment of the Terms and Conditions)
1. Party A may, if Party A finds it necessary, change the contents of these Terms and Conditions and the provisions attached to these Terms and Conditions.
2. Regarding the changes to these Terms and Conditions or the accompanying Terms and Conditions, Party A shall be deemed to have approved the new Terms and Conditions and shall apply the changed Terms and Conditions if Party B continues to use the Service.
Article 26 (Obligation to Notify Change of Address, etc.)
1. Party B shall immediately notify Party A of any changes in the trade name, representative, location of the head office, or any other matters reported to Party A under this Agreement.
2. If Party B fails to give the notice prescribed in the preceding paragraph and the notice or other documents issued by Party A are delayed or not delivered, these documents shall be deemed to have arrived at the usual time of arrival.
3. Party B shall be fully responsible for any damage caused by Party B's failure to give notice under paragraph (1).
Article 27 (Compensation for Damages)
In the event of damage to Party B due to reasons attributable to Party A, Party A shall be liable for damages limited to Party B's normal and direct damage and Party B shall pay Party A's royalties. In addition, Party A shall not be responsible for any violation of the provisions of this Agreement or for any damage to Party B due to any reason not attributable to Party A's own responsibility, such as the revision or establishment of relevant laws and regulations.
Article 28 (Term of Contract, etc.)
1. This Agreement shall be valid for two years from the date of establishment of this Agreement and shall not be terminated in the interim unless otherwise provided for in the following Article or these Terms and Conditions.
2. If Party A and Party B do not express their intention to cancel this Agreement in writing three months before the expiration of the term of this Agreement, this Agreement shall be renewed for another year under the same conditions, and the same shall apply thereafter.
Article 29 (Loss of benefits due and immediate cancellation)
1. If Party B falls under any of the following reasons, Party A may request Party B to immediately fulfill all obligations existing at that time by notifying Party B in writing without any notice.
(a) In violation of these Terms and Conditions or any agreement accompanying them, Party A requests performance in writing, and Party A fails to perform the contents of the contract even after 10 days have elapsed since the notice;
(b) When a petition for seizure, provisional seizure, delinquency, compulsory auction, or other compulsory execution is received, or when a petition for exercise of security interest is received;
(c) When a petition for bankruptcy, civil rehabilitation proceedings, special liquidation proceedings, company reorganization proceedings, or company reorganization proceedings is filed by itself (including when a notice of voluntary liquidation is sent).
(d) When a person has been suspended from paying a bill or check he/she has received a disposition of default, etc.
(e) When liquidation procedures are commenced.
(f) When a business suspension or cancellation of a business license or business registration is received from a supervisory agency.
(g) When a resolution is made on dissolution, suspension of business, reduction of capital, transfer of business, or merger (excluding an absorption-type merger in which the person becomes a surviving company) is made;
(h) When Party B is denied as a member store by a credit card company, etc. or when Party B is revoked for any reason.
(i) When there is a reasonable reason for determining that the ability to pay has been extremely reduced.
(j) When the chargeback rate under Article 13 reaches 1%, and when there is a possibility of reaching it.
(k) When Party A determines that there is a significant amount of fraudulent use of the card in the settlement of the price.
(l) When Party A determines that Party A is inappropriate in relation to the information, sales methods, advertising, service contents, etc. provided with the products, etc.
(m) When a third-party file a claim, etc. against Party A for damages in connection with the handling of personal information, etc. by Party B.
(n) In the event of gross negligence or treachery.
(o) When Party A is unable to contact Party B even if Party B uses the address, telephone number, or e-mail address that Party A has reported to Party A.
(p) When Party A determines that an act that interferes with or is likely to interfere with the provision of this Service is recognized.
(q) When Party A determines that an act that interferes with or is likely to interfere with the use of this Service is recognized.
(r) When using this service, Party A sets up a different system from the one specified by Party A.
(s) When Party B is found to be an anti-social force.
(t) When Party B is found to be cooperating, engaging, or exploiting anti-social forces;
(u) When Party B fails to deposit the security, deposit requested by Party A or does not comply with the addition or change of a joint guarantor.
(v) When Party A determines that Party B 's credit standing has changed significantly.
(w) When Party A finds Party B inappropriate as a member store due to complaints from customers or reports from credit card companies, etc.
2. In the event of any of the reasons listed in the preceding paragraphs, Party A may immediately terminate this Agreement in whole or in part.
3. If Party B cancels this Agreement under the preceding paragraph, Party B may not claim damages or any other compensation from Party A or the credit card company, etc. In addition, if Party A or credit card company, etc. suffers damage, Party B shall compensate for the damage.
4. Cancellation under paragraph 2 shall not preclude Party A from claiming damages against Party B.
5. If this Agreement is terminated pursuant to paragraph 2, Party A and Party B shall settle all debts existing at that time. However, the refusal to pay under Article 13 shall be excluded, and the settlement may be withheld until the grounds for refusal under Article 13 are resolved.
6. Notwithstanding the provisions of the preceding paragraph, Party A may withhold the payment of the settlement amount and the refund of the security deposit for six months from the time of cancellation. However, the refusal to pay under Article 13 shall be excluded, and the settlement may be withheld until the grounds for refusal under Article 13 are resolved.
Article 30 (Inquiry and Registration with Credit Information Institutions)
1. Party B and joint guarantor (including prospective party) agree in advance that Party A obtains information about Party B and joint guarantor from the credit information organization to which Party A and Party B are affiliated.
2. Party B and joint guarantor (including prospective party) agree in advance that credit information based on objective facts generated by this contract may be registered with credit information agencies affiliated with Party A and credit card companies.
Article 31 (Joint and Several Guarantors)
1. The prospective joint guarantor shall become the joint guarantor upon the conclusion of this Agreement, and Party B shall be responsible for all obligations under this Agreement.
2. Party A may at any time request Party B to change or add a joint guarantor if Party A determines that Party A is ineligible for the joint guarantor.
Article 32 (Jurisdiction of Agreement)
Party A and Party B agree to designate the Tokyo District Court as the exclusive jurisdiction of the first instance in the event of a trial settlement of a dispute under this Agreement.
Article 33 (Governing Law)
This Agreement shall be governed by and construed in accordance with Japanese law.
Article 34 (Survival Clause)
1. The provisions of Articles 13 to 18, 20 to 24, 26 (2) and 3, 29 (3) to 6, 30 to 33 and 33 shall remain valid even if this Agreement is terminated regardless of expiration, termination, or other reasons.
2. Even after the termination of this Agreement, the terms and conditions of this Agreement shall remain in force until the payment of the money due by Party B to Party A under this Agreement.
Article 35 (Other)
If Party A and Party B are in doubts about the interpretation of the provisions of this Agreement, Party A and Party B shall resolve them in good faith based on mutual trust.