ITO-JAPAN Corporation (hereinafter referred to as "the Company") (hereinafter referred to as "the Company"), the Company, and payment infrastructure providers contracted by the Company (hereinafter referred to as "the Company, etc."), will use the payment system operated by the Company (hereinafter referred to as "the System"). (hereinafter referred to as "the Company, etc."), the Company and its contracted settlement infrastructure providers (hereinafter referred to as "the Company, etc.") have entered into an agreement with ITO-JAPAN Co. The following terms and conditions (the "Terms and Conditions") shall apply to the handling by merchants of payment agency transactions using the settlement system (the "System") operated by the Company and its contracted settlement infrastructure providers (the "Company, etc."). The following terms and conditions (hereinafter referred to as the "Terms and Conditions") shall apply to the handling of payment agency transactions by merchants using the settlement system operated by the Company (hereinafter referred to as the "System").
Article 1 Purpose
The purpose of these Terms and Conditions is to set forth the formation and content of the agreement between a merchant and the Company regarding the handling of payment agency transactions using the Payment Services provided by the System by the merchant.
Article 2 Scope of Application
1. These Terms and Conditions shall apply to the system use service and the general agency affiliation service for payment agency transactions as the contractual relationship between the Company and the merchant when the merchant conducts payment agency transactions in Japan.
Article 3 Definitions of Terms
Unless otherwise defined in these Terms and Conditions, the terms used in these Terms and Conditions shall have the meanings set forth in
Exhibit 1 "Definitions" attached to this Agreement, unless otherwise defined in this Agreement.
Article 4 Communications
Communications from the Company regarding the Service shall be made by posting on the Company's website or the Service administration screen, by e-mail, by mail, or by any other method deemed appropriate by the Company. If the Company sends a document to a merchant at the name and address provided by the merchant, even if the document is delayed or not delivered, the Company shall deem it to have been delivered when it should have been delivered. In addition, if we send an e-mail to the e-mail address provided by the merchant, even if it is delayed or not delivered, we will deem it to have been delivered at the time it would normally have been delivered. 2.
Any communication from a merchant to the Company regarding the Service shall be made via the Company's website, via an inquiry form on the Service administration screen, or by any other method designated by the Company.
Article 5 Conditions for Provision of the Service
(1) Merchants shall be responsible for providing the equipment and means of communication necessary for the provision of the Service at their own expense. The same shall apply in the event that the specifications of the System or the Service are changed for the convenience of the Company or the settlement service provider. 2.
Merchants shall follow the instructions of the Company, etc. with respect to the procedures, etc. for receiving the Service.
Article 6. Fees, etc.
(1) A merchant shall pay the fees specified in each of the following items (the "Fees, etc.") in accordance with the method prescribed by SOFTBANK TELECOM. (1) In the case of System Usage Service, payment shall be made to SBI in a manner and at a time determined by SBI.
(1) For System Usage Service: Transaction fees, commissions, and other fees determined by the Company
(2) For general agency merchant services: Transaction fees, cashless transaction fees (including merchant fees as set forth below), and other fees as determined by the Company. Merchant commissions = Merchant's product price × merchant commission rate determined separately by the Company. 2.
(2) If the Company deems it necessary for the introduction of the Service, etc., the merchant shall bear the costs associated with the introduction, etc., as the fees, etc., stipulated in the preceding paragraph. 3.
(3) In the event of invalidation, cancellation, termination, or other circumstances requiring settlement of a contract for the sale of goods or other items through a payment agency transaction, the merchant shall pay the fees, etc. to us at our request.
(4) If any money or other payment owed to the merchant is due, SOFTBANK TELECOM may deduct the fees, etc. from such amount regardless of the due date of the claim for fees, etc., and the merchant agrees to such deductions.
If the terms and conditions for handling transactions (including rates, etc.) stipulated by settlement service providers are changed due to a review of rates, etc. by settlement service providers, a request by relevant administrative authorities, or other reasons, the merchant shall agree to such changes. In the event of a change in the handling conditions (including rates, etc.) for transactions stipulated by settlement service providers due to a review of rates, etc. by settlement service providers, requests by relevant administrative authorities, or other reasons, or in the event of other changes in circumstances, we may change fees, etc. accordingly. If a merchant does not agree with a change in the fees, etc. pursuant to the preceding paragraph, the merchant must file an objection with us within 14 days of receipt of the notice in the preceding paragraph, and if the merchant files an objection, we may terminate the merchant agreement or this Agreement with respect to the particular settlement service provider. If a merchant does not agree to the changes in fees, etc., based on the preceding paragraph, the merchant shall file an objection with us within 14 days of receipt of the notice in the preceding paragraph.
Article 7. Late Payment Damages
If a merchant delays payment of its obligations under this Agreement, the merchant shall, upon demand by Seven Bank, pay a late payment penalty of 14.6% per annum on the amount of such obligation, calculated from the day following the due date until the day on which the payment is actually made. In this case, the calculation shall be made on a pro-rata basis for 365 days per year. 2.
If a merchant fails to pay the amount due under this Agreement (or the "Agreement or the Franchise Agreement" in the case of the Global Agency Franchise Service. The same shall apply hereinafter in this Article). If a merchant is delinquent in the payment of any of its obligations under this Agreement (in the case of the Global Agency Franchise Service, "this Agreement or the Franchise Agreement"), the merchant shall be liable to pay the amount due upon notice from the Company (in the case of the Global Agency Franchise Service, "each payment settlement service provider or the Company"). 以下本条において同様）からの通知によって、当社に対する一切の債務について期限の利益を失うものとします。
Article 8. Fractional Payment
Any fraction of less than one (1) yen resulting from calculations under this Agreement shall be rounded down to the nearest one (1) yen.
Article 9 Measures to Ensure Security
1. a Merchant shall not provide its customers' card numbers or other card information, account information, personal information, etc. (hereinafter collectively referred to as "Personal Information, etc." in this Article and the following Article) or its own system to any third party. (i) to prevent third parties from viewing, altering, or destroying the card information, etc. (hereinafter collectively referred to as "Personal Information, etc." in this Article and the following Article) and its own systems, and to prevent unauthorized use of or unauthorized attacks on Personal Information, etc. and its own systems, the merchant shall establish firewalls, suspend unnecessary services on its systems, update software, collect vulnerability information, set appropriate permissions, and detect unauthorized access to its systems Setting appropriate permissions, detecting unauthorized access (including measures against so-called "credit masters"), and taking other security measures to prevent unauthorized use of or attacks on the system. When using the Service and transmitting personal information or other e-commerce-related information via the Internet, a Member Shop shall, at its own expense and responsibility, take security measures such as encryption to protect such information from being read, altered, or destroyed by a third party. (3) A Merchant shall, at its own expense and responsibility, take measures to ensure the security of such information, including encryption, to prevent third parties from reading, altering, or destroying such information.
If a merchant conducts a cashless transaction using a credit card payment when conducting mail-order sales, the merchant must confirm the following items with the care of a good manager in accordance with the standards set forth in the Installment Sales Law. In such cases, the merchant shall do so by taking the measures set forth in the Credit Card Security Guidelines or equivalent measures.
(1) The validity of the card number, etc. notified
(2) That such credit sales do not constitute identity theft or other unauthorized use of the card number, etc. (hereinafter referred to as "unauthorized use") (3) that such credit sales do not fall under the category of fraudulent use of card numbers, etc. ("Fraudulent Use")
(4) the merchant shall promptly submit to Seven Bank, if requested by Seven Bank, materials and other information relating to security measures; and
If Seven Bank requests a merchant to improve its security measures based on reasonable grounds, the merchant shall take measures to improve its security measures. However, even if the merchant takes such remedial measures, SBM shall not be liable for any encryption or other harm that may result. 6.
Merchants shall not be held responsible for any security incident (i.e., the viewing, alteration, destruction, etc., or leakage, loss, or destruction of personal information, etc., or their systems by a third party, and "security incident, etc." when it includes unauthorized use or unauthorized attack, etc.). (The same shall apply hereinafter.) (iii) The merchant shall be solely responsible for any and all losses incurred as a result of a Security Incident, etc., and shall not cause any inconvenience to us or any other payment settlement service provider. In addition, if a dispute arises between a merchant and a customer or other third party as a result of a Security Incident, etc., the merchant shall resolve the dispute at the merchant's expense and responsibility, and shall not cause any inconvenience to us or any other payment settlement service provider. 7.
(7) In the event of a dispute with a third party, the merchant shall resolve the dispute at its own expense and responsibility, and shall not cause any inconvenience to Seven Bank or any of the settlement providers. (In the case of the Global Agency Franchise Service, "the Company or the Payment Service Provider".) (hereinafter the same shall apply in this article) may suspend all or part of the transmission and processing of information (including blocking transactions such as sales approvals) without notice to the merchant for a period of time deemed acceptable by us if we have reasonable suspicion that a security incident or other such event has occurred at the merchant. In such cases, we (as the general agent merchant) may suspend all or part of the transmission and processing of information without notice to the merchant. In such cases, we (or "we and the settlement service provider" in the case of the Global Agency Merchant Service) shall not be held liable for such suspension.
Article 10 Handling of Security Incidents, Etc.
If a security incident occurs at a merchant store, if the merchant store becomes aware of the possibility of a security incident, or if the merchant store becomes aware of the possibility of a security incident, etc., the merchant store shall take appropriate measures to respond to such incident.
1. If a security incident occurs at a merchant, if we or a payment processor determines that there is a risk of a security incident, etc., the merchant must take the following measures without delay
(1) Investigate whether there has been any leakage, loss, or damage to personal information, etc.
(2) If, as a result of the investigation described in the preceding item, leakage, loss, or damage of personal information, etc. is confirmed, investigate the period of occurrence, the scope of impact (including identification of the personal information, etc. subject to the leakage, loss, or damage), and other facts and causes of the occurrence. (2) Investigate other facts and causes of the occurrence.
(3) To investigate whether or not there has been unauthorized use, and if there has been unauthorized use, to conduct necessary investigations to correct it and prevent its recurrence.
(4) Based on the results of the investigations described in the preceding items, formulate and implement a plan with necessary and appropriate details for rectification and prevention of secondary damage and recurrence.
(5) Publicly announce the fact of the leakage, loss, or damage and the measures taken to prevent secondary damage, as necessary, or notify affected customers thereof.
(2) In the investigations described in items (1) through (3) of the preceding Paragraph, if requested by Minebea, a merchant must request an investigation company or investigation organization, etc. approved by Minebea in advance to conduct a detailed investigation at the merchant's expense and responsibility.
(3) If there is a risk that damage may escalate as a result of a security incident, etc., in the case of Paragraph 1, the merchant must immediately take the necessary measures to isolate personal information and prevent other damage from escalating.
(4) In the case of Paragraph 1, Pillar 1, the merchant must immediately report to us and, if requested by us or the settlement processor, must report without delay the following matters with respect to each item in Paragraph 1
(1) Prior to the implementation of the investigations set forth in Items (1), (2) and (3) of Paragraph 1, the timing and method of such investigations
(2) The progress and results of the investigations referred to in items (1), (2), and (3) of paragraph (1)
(3) With respect to Item (4) of Paragraph 1, the contents of the plan and the schedule for its development and implementation
(4) With respect to Item (5) of Paragraph 1, whether or not public announcements or notifications are planned, and if so, the timing, method, scope, and content of such announcements or notifications (5) In addition to the preceding items, matters related thereto that are required by the Company or settlement service providers
(5) In the event of a security incident, etc., and if the merchant fails to take any of the measures described in Item (4) of Paragraph 1 without delay despite our request, we may, after consultation with the merchant and without obtaining the merchant's prior consent, announce such fact ourselves or notify the victims of the security incident, etc. (6) If a merchant becomes a general agency member
(6) If a merchant uses the Global Agency Affiliation Service and the situation described in Paragraph 1 occurs, SBI may withhold payment of all or part of the price of goods, etc. to the merchant for a period that SBI deems necessary.
If a merchant causes any damage to Seven Bank, a settlement processor, an affiliated company, another credit card association , or a customer as a result of a security incident, etc., the merchant shall be liable to compensate for all such damage. The scope of such damages shall include, but not be limited to, those listed below.
(1) costs related to the replacement or reissuance of the Card, etc. (including Family Cards, Child Cards, etc.) pertaining to the compromised Card, etc. or the Card, etc. that is deemed to be at risk of being compromised (1) Costs related to the replacement or reissuance of the Card, etc. (including Family Cards and Child Cards, etc.) pertaining to the compromised Card, etc. or Card, etc. that are deemed to be compromised
(2) Expenses related to business operations, such as personnel expenses, call center expenses, communication expenses, and printing expenses incurred in monitoring unauthorized use and responding to customers.
(3) The amount of damages caused by unauthorized use of cards, etc.
(4) Damages, penalties, fines, etc. (including, but not limited to, damages, penalties, fines, attorney's fees, and any other damages imposed by the Operator) related to such incidents. The same shall apply hereinafter). (8) Expenses charged by the Operator, credit card companies, etc. or other third parties as compensation for damages, penalties, sanctions, attorney's fees, etc. (including, but not limited to, damages, penalties, sanctions, attorney's fees, etc. imposed by the Operator).
The provisions of this Article shall remain in force even after the termination of this Agreement.
Chapter 2 Formation, etc. of this Agreement
Article 11 Representations and Warranties
(1) The Merchant represents and warrants that all of the following items are true at the time of application for membership (1) The Merchant is not a party to the Agreement under any applicable law or regulation, or is not a party to the Agreement under any applicable law or regulation
(1) That it has the rights and capacity to enter into this Agreement and to exercise its rights and perform its obligations under this Agreement in accordance with applicable laws and regulations
(2) That it has legally and properly completed the internal procedures required by law, its articles of incorporation, and other internal regulations in order to enter into this Agreement, exercise its rights and perform its obligations hereunder
(3) The execution of this Agreement and the exercise of its rights and performance of its obligations hereunder do not conflict with any applicable law, the Articles of Incorporation or other internal rules of the merchant, and shall not constitute a breach or cause of default of any contract to which the merchant is a party
(4) This Agreement shall be legal, valid, and binding on the merchant.
(5) The merchant is not insolvent, and the merchant's execution of this Agreement is not subject to rescission for fraudulent conduct, and no third party has asserted a claim for rescission or other objection to this Agreement
(6) The information provided by the merchant is accurate in all material respects and all material information has been provided
In addition to the items in the preceding paragraph, when using the Global Agency Affiliation Service, a merchant represents and warrants that, at the time of application for membership, all of the following items are true
(1) The merchant has established a system to ensure compliance with the following
(i) To conduct cashless transactions in accordance with the cashless transaction methods prescribed by the Company and each payment settlement service provider.
(ii) To take responsibility for the appropriate management of confidential information and card numbers, etc.
(iii) Comply with the standards separately specified by the payment settlement service provider to prevent unauthorized use, and if there is a possibility that unauthorized use has occurred, to take responsibility for the merchant's intentional or unintentional misuse.
(iii) To immediately report any possible unauthorized use to us and the settlement service providers, regardless of whether such use is intentional or negligent on the part of the merchant
(2) Not engage in any prohibited activities as defined in the Act on Specified Commercial Transactions, and not have been subject to any disciplinary action under the Act in the past five years.
(3) not have committed any acts that would give consumers a right of rescission under the Consumer Contract Act, and not have received a judgment of defeat for violation of the Act within the past five years; and
(4) The merchant has not sold any goods or provided any services in violation of this Agreement or the franchise agreement. 3. The provisions of the preceding two paragraphs shall apply mutatis mutandis to any application, application, notification, etc., and the exercise of rights or performance of obligations based thereon after the franchise application has been submitted by the merchant. 4.
(4) If any of the representations and warranties in Paragraphs (1) and (2) are found to be untrue, or if any fact contrary to Paragraphs (2) and (3) has occurred or is specifically threatened, either at the time of or after the application for membership, the merchant shall immediately report such fact to the Company.
Article 12 Application for this Agreement
(1) If a merchant applicant wishes to become a merchant, it must apply in accordance with the procedures prescribed by the Company (in the case of an application for the general agency franchise service, this includes an application for affiliation for the purpose of concluding a franchise agreement). The merchant applicant shall follow the procedures prescribed by the Company. In addition, the merchant applicant shall comply with the Terms and Conditions (including the Settlement Services Agreement in the case of an application for the purpose of concluding a merchant agreement. The same shall apply hereinafter). The merchant applicant shall be deemed to have accepted the terms and conditions of this Agreement at the time the merchant applicant submits its application as set forth in this Article. 2.
If the Company accepts an application as specified in the preceding paragraph after a prescribed screening process, the Company will notify the merchant applicant of the acceptance of the application in a manner prescribed by the Company. The notification of acceptance of an application shall not constitute acceptance of the application or the conclusion of this Agreement. 3.
Regardless of the success or failure of the Agreement as stipulated in Article 14, the provisions of the following items shall apply from the time the application in the preceding paragraph is accepted. In this case, the term "merchant" in each such provision shall be deemed to be replaced with "merchant applicant or merchant" until the formation of this Agreement. (1) Article 6 (Fees, etc.), Paragraph 2
(2) Article 11 (Representations and Warranties)
(3) Article 13 (ID and Password Management, etc.)
(4) Article 35 (Compliance with Laws and Regulations, etc.)
(5) Article 38 (Confidentiality)
(6) Article 39 (Personal Information, etc.)
(7) Article 40 (Handling of Data, etc.)
(8) Article 41 (Intellectual Property Rights)
(9) Article 45 (Exclusion of Anti-Social Forces)
(10) Article 46 (Exclusion of Bribery, Corruption, etc.)
(11) Article 52 (Liability of the Company, etc.)
(12) Article 53 (Limitation of Liability)
Article 13 ID and Password Management, etc.
(1) The Company shall provide a merchant applicant or merchant with an ID and corresponding password (hereinafter collectively referred to as the "ID, etc."), and the Company shall manage the ID and password in accordance with this Agreement. The merchant shall follow the procedures separately instructed by the Company with respect to IDs and passwords. 2.
The merchant shall be responsible for the use and management of its ID, etc., and shall not allow any third party to use or share with any third party any of its rights under this Agreement under the condition of personal authentication using its ID, etc., except as otherwise provided by the Company. 3.
(3) In no event shall Seven Bank be liable for any loss or damage incurred by a merchant as a result of the use of the merchant's ID, etc. by another party, regardless of whether or not the merchant is negligent.
Any action taken with the merchant's ID, etc. shall be deemed to be an action taken by the merchant, and the merchant shall be liable for any damages arising from such action.
The merchant shall be liable for the payment of the fees and other obligations stipulated in Article 6 (Fees, etc.), Paragraph 1, and any other obligations arising from such acts. In addition, if we (including settlement service providers if they have entered into a merchant agreement. The same shall apply hereinafter in this paragraph.) If the merchant suffers any loss or damage as a result of such acts, the merchant shall make up for such loss or damage. 5.
If a merchant loses, loses, or has his or her password, the merchant shall immediately notify Seven Bank of such loss, loss, theft, or other event and follow Seven Bank's instructions. 6.
In addition to the preceding clauses, the merchant shall follow the procedures, etc., instructed by the Company with respect to the identification of the merchant.
Article 14 Formation of Agreement
1. upon application as stipulated in Article 12, the Company (including settlement service providers (which may include affiliated companies) as final decision makers in the case of the general agency franchise service) shall conduct a predetermined screening process and give its consent (1) System Usage Service
(1) System Usage Service
This Agreement shall come into effect on the date separately determined by the Company.
(2) General Agency Affiliation Service
This Agreement shall come into effect on the date separately determined by the Company. However, the portion of the Agreement pertaining to each cash-signing transaction shall become effective on the condition that the merchant agreement for each cash-signing transaction is concluded. The formation of a merchant agreement for each cash-signing transaction shall be separately stipulated in the Terms and Conditions. 2.
2. the Company shall not be obligated to provide any explanation to the applicant regarding the method and details of the screening process stipulated in Article 12.2 and the preceding paragraph, or the reasons for accepting or rejecting the merchant's application. In addition, if a payment processor determines that an applicant is unsuitable as a merchant, the payment processor may not approve the application for a merchant agreement and shall not disclose the reasons for such rejection. 3.
If a merchant has not commenced use of the Services for a period of one (1) year after applying for this Agreement without having commenced use of the Production Environment for a valid reason, we may, in our reasonable discretion, treat this Agreement as having failed or as having been terminated prospectively without any notice or demand. 4. 4. Fuji Xerox shall provide the Services to the merchant from the date on which Fuji Xerox notifies the merchant that it grants the merchant access to the Services. (5) The merchant shall use the Service in accordance with the terms and conditions separately determined by the Company.
Article 15 Term of this Agreement
The term of validity of this Agreement shall be as set forth in each of the following items, depending on the category specified in that item. (1) System Usage Service
The term of validity of this Agreement shall be one (1) year from the date of establishment of this Agreement. However, this Agreement shall be automatically extended for a further one-year period unless otherwise requested by either the merchant or the Company two months prior to the expiration of the Term of Use, and the same shall apply thereafter.
(2) General Agency Affiliation Service
The term of this Agreement shall extend from the date of its formation to the expiration date stipulated in Article 19 (Term for handling cashless transactions) (or to the same extension in the case of automatic extension). In the event of termination of the Agreement, termination of handling of a part of cashless transactions, or termination of handling of co-branded cards, regardless of the circumstances, the Company shall not be liable for any loss or damage arising from such termination.
or termination of the handling of co-branded cards, regardless of the circumstances, even if the merchant incurs damages (including lost profits and lost opportunities), the Company, etc., shall not be liable for such damages. In no event shall we, the settlement service providers, etc. be liable for any damages (including lost profits and lost opportunities) incurred by the merchant due to the termination of this agreement, termination of handling of a portion of cashless transactions, or termination of handling of affiliated brand cards. 2.
(2) Notwithstanding the provisions of the preceding paragraph, if the merchant agreement is cancelled or terminated, the portion of this agreement that relates to cashless transactions by the settlement services provider shall be terminated at the same time as the cancellation or termination of the relevant merchant agreement.
(3) Notwithstanding the provisions of Paragraph 1, if a merchant has not handled any cashless transactions in the preceding 12 months, either Seven Bank or the settlement services provider may, at its reasonable discretion, terminate this Agreement and the merchant agreement with such merchant without notice.
Notwithstanding the provisions of this Article, the handling of co-branded cards by a merchant shall be terminated if the agreement between the settlement processor and the co-branded card company regarding the handling of co-branded cards is terminated.
Article 16 Stores, etc.
(1) A merchant shall notify us in advance of the stores where it handles co-branded cards (in the case of the Global Agency Membership Service, "we and the settlement service providers"; the same shall apply hereafter in this Article).
(In the case of the general agency franchise service, "the Company and settlement service providers"; the same shall apply hereinafter in this Article.) The merchant may not conduct cashless transactions at a store that does not have the Company's approval. The same shall apply when a merchant adds, changes, or cancels a handling store, and when requested by the Company, the merchant shall promptly notify the Company of the information regarding the handling store. 2.
If we determine that a store or a transaction at a store is inappropriate, we may, by notifying the merchant in advance, delete all or part of the contents of the store, stop selling or offering all or part of the products, cancel all or part of the store, or cancel the contract with the store, or take other corrective action, or we may cancel the contract with the merchant, (3) A merchant shall comply with this Agreement.
(3) The merchant shall ensure that its stores, employees, subcontractors, and other persons who perform services for the merchant (hereinafter referred to as "employees, etc.") are fully aware of and comply with the obligations, etc. stipulated in this Agreement and the merchant agreement. 3. The merchant shall ensure that its own stores, employees, subcontractors, and other persons performing services for the merchant (hereinafter referred to as "Employees, etc.") are fully aware of and comply with the obligations set forth in this Agreement and the merchant agreement. In addition, the merchant shall be responsible for the smooth operation and fund settlement operations of the stores notified in accordance with this Article, and any problems (including disputes with customers) arising from such operations shall be the sole responsibility of the merchant and shall not be handled by the merchant. If any problems arise (including disputes with customers), the merchant shall handle and resolve them at its own responsibility and expense, and shall not cause any trouble to us. The merchant shall compensate Seven Bank for any damages incurred by Seven Bank as a result of such disputes. 4.
4. all acts performed by employees, etc. of the merchant in connection with cashless transactions and all obligations to be performed by such employees, etc. shall be deemed to be the acts and obligations of the merchant. If the store handling the transaction is the same corporation or sole proprietorship as the merchant, the acts and obligations of the merchant shall likewise be deemed to be those of the merchant. If the handling store is a separate legal entity or sole proprietorship from the merchant, the merchant shall be jointly and severally liable with the handling store for all liabilities to us and the settlement provider.
Article 17 Changes to Notified Matters, etc.
(1) A merchant shall notify the Company (in the case of the general agency franchise service, "the Company and settlement service providers") of any change in the matters notified to the Company and settlement service providers. (In the case of the general agency franchise service, "the Company and the settlement service providers".) (1) If a Merchant changes any of the following items that it has notified to the Company (in the case of the Global Agency Membership Service, "the Company and the settlement service providers"), the Merchant shall notify the Company in advance using the procedures prescribed by the Company, and shall obtain the Company's approval.
(1) Basic matters for merchants according to the following categories
(i) If the signatory is a sole proprietorship: Name, date of birth, home address, telephone number, and other items as prescribed by the Company
(ii) If the merchant is a corporation (including an association or foundation without juridical personality that has a designated representative or manager) (iii) If the merchant is a corporation (an association or foundation without juridical personality that has a designated representative or administrator): name or trade name, corporation number, address of head office, telephone number, name and date of birth of the representative or other person equivalent thereto
(2) Name or trade name, URL, location, telephone number, e-mail address, bank account, products handled, etc.
(3) Other matters as prescribed by the Company. 2.
(2) If a merchant fails to notify us of any delay or non-delivery of notice to the merchant as described in the preceding paragraph, we may deem such notice to have arrived when it should have arrived, and we shall not be liable for any damages incurred by the merchant as a result of such delay or non-delivery. The same shall apply in the event of a delay or failure to arrive due to force majeure or other cause beyond the merchant's control. 3.
(3) The Company may request reports from the merchant on a regular or ad hoc basis on matters specified separately at . (4) The merchant shall not be liable for any of the following matters
(4) The merchant agrees to the following
(1) Even if a merchant has not submitted a report as specified in Paragraph 1, if we reasonably determine, based on information we have obtained about the merchant in a lawful and appropriate manner, that there has been a change in the information submitted, we may treat the change as having been submitted by the merchant as specified in Paragraph 1 of this Article.
(2) The information regarding a merchant notified in accordance with Paragraph 1 may change based on the information the merchant notified to the settlement processor.
(3) That the information regarding the merchant of the settlement processor may be changed based on the information notified by the merchant to the settlement processor pursuant to Paragraph 1.
Article 18 Commencement of Cashless Transactions
1. a merchant may commence cashless transactions from the date separately determined by Seven Bank
2. merchants may conduct cashless transactions through this agreement, and in doing so, merchants must agree to and comply with the terms and conditions of this agreement and the settlement services agreement to ensure the sound operation of cashless transactions and the smooth conduct of cashless transactions. The merchant shall conduct cashless transactions upon agreeing to and abiding by the terms and conditions of this Agreement and the Payment Service Provider Agreement, etc., so that cashless transactions may be conducted smoothly.
Article 19 Handling Period for Cashless Transactions
1. The handling period for cashless transactions shall be one (1) year from a date separately determined by the Company. However, unless either the merchant or the Company makes a special request two months prior to the expiration of the usage period, this Agreement shall be automatically extended for another one-year period, and the same shall apply thereafter. 2.
Notwithstanding the preceding paragraph, if this Agreement is terminated for any reason during the Term of Service, the merchant shall lose its rights under this Agreement as of the same date as the termination of this Agreement. Article 20 Suspension of Cashless Transactions, etc.
In the event of any of the following events, as a general rule, Seven Bank shall, by giving notice in writing (including by fax and e-mail) as far in advance as possible (or promptly after the fact in the case of an emergency), suspend the Cashless Transactions, etc. (1) The Company may temporarily suspend all or part of the Cashless Transactions by giving notice in writing (including by fax or e-mail) as far in advance as possible (or promptly after the fact in case of emergency) in the following cases
(1) In the event of maintenance, inspection, construction, modification, upgrade, rights verification, etc. of the System, which may be periodically or irregularly notified in advance.
(2) When the System is interrupted for any reason, including, but not limited to, for the following reasons: (i) to provide the System's access points or to send/receive data related to cashless transactions (including, but not limited to, payment service providers, merchants, and banks and other financial institutions in Japan related to cashless transactions). Hereinafter referred to as
(including but not limited to payment service providers, merchants, and banks and other financial institutions in Japan related to cashless transactions). (iii) Maintenance of telecommunications facilities and telecommunications lines operated and managed by the Payment Gateway (hereinafter referred to as the "External Access Point Facilities"). (2) When we have received prior notice of interruption or suspension of operation of telecommunications facilities and telecommunications lines (hereinafter referred to as "External Access Point Facilities") operated and managed by telecommunications carriers (hereinafter referred to as "Telecommunications Carriers")
(3) When we are notified in advance by telecommunications carriers, electric power companies, or other infrastructure providers that the infrastructure necessary for the operation of this system will be disrupted in the future.
(4) When there are unavoidable operational or technical reasons for the System to be interrupted in the future
(5) When there is an objection or dispute from a third party regarding a cashless transaction
(6) In the event of changes in related applicable laws and regulations (including enforcement of new related applicable laws and regulations) (6) In the event of a change in applicable laws and regulations (including the enforcement of new applicable laws and regulations)
(7) When the settlement service provider decides to suspend the provision of all or part of the cashless transaction
(8) Any other reasons that make it difficult to continue handling cashless transactions.
2) In the event of any of the following events, SOFTBANK TELECOM may temporarily suspend all or part of the handling of cashless transactions without prior notice to the merchant.
(1) Sudden failure, etc. of the System (collectively, the "Failure, etc."; hereinafter the same shall apply) due to accident, breakage, damage, malfunction, defect, failure to communicate, malfunction, delay in operation, etc.) (1) In case of urgent maintenance, inspection, construction, repair, version upgrade, rights verification, etc., due to a warning, etc.
(2) When an external access point performs maintenance on its facilities or otherwise interrupts or suspends the operation of the external access point facilities without prior notice to MTI, which interferes with the continued operation of this system.
(3) Interruption of the infrastructure necessary for the operation of this system provided by telecommunications carriers, electric power companies, or other infrastructure providers without prior notice to Minebea, which interferes with the operation of this system
(4) If cashless transactions become impossible due to fire, power outage, etc.
(5) When there is an urgent need to suspend the operation of the System due to unavoidable operational or technical reasons
(6) When we or the settlement service provider deem it necessary to prevent fraudulent use, etc.
(7) When the settlement service provider decides to suspend all or part of the handling of cashless transactions
(8) If the cashless transaction is difficult due to reasons beyond our control, such as a force majeure event as defined in Article 51 (Disclaimer). 3.
In the event that either Paragraph 1 or Paragraph 2 applies, we shall promptly notify the merchant of the start and duration of the suspension in the case of Paragraph 1, and the duration of the suspension in the case of Paragraph 2, to the extent that we are able to ascertain. 4.
4. the Company shall not be liable for any disadvantage or damage to merchants or third parties arising from or in connection with the failure to handle cashless transactions pursuant to Paragraph 1 or Paragraph 2.
Article 21 Suspension of Cashless Transactions
1. in the event that any of the following events occurs, either Seven Bank or each Payment Service Provider may, without prior notice to the merchant, temporarily suspend all or part of the handling of Cashless Transactions (including withholding approval of Cashless Transactions) The merchant may
(1) If a merchant fails to pay for a cashless transaction, the merchant shall be liable to pay the amount of the cashless transaction.
(1) If the merchant fails to pay the fees, etc. for 30 days or more starting from the day after the payment due date, or fails to make a refund under this Agreement for 30 days or more starting from the day after the due date designated by the settlement service provider or the Company
(2) If the Company or the settlement processor determines that the merchant has not taken sufficient measures to prevent fraudulent transactions or reasons for concern that fraudulent transactions may occur, or that there is no prospect that the reasons for concern will be resolved in the future
(3) If any false information is found on the merchant's application form or in any other notified items
(4) If the merchant performs any of the acts listed in Article 36 (Prohibited Acts), Paragraph 1, or any other acts prohibited by SBM
(5) If any of the items in Paragraph 1 of Article 44 (Termination of Contract, etc.) applies or is likely to apply to the Member Shop
(6) If there is any suspicion that a security incident, etc. described in Article 10 (Response to Security Incidents, etc.) has occurred
(7) Cases in which the Card, etc. or the electronic money recorded therein (whether or not in the possession of the customer) is forged, altered or fraudulently created, or is suspected of being so forged, altered or fraudulently created
(8) If any unauthorized use of the Card, etc. has occurred or is suspected to have occurred at any of the Signatory Stores
(9) When we or a payment processor receives notice from another credit card company, etc. that there has been or is suspected to be unauthorized use of a card, etc. at a merchant store in connection with a cashless transaction at the merchant store
(10) If the merchant has not conducted cashless transactions in accordance with these Terms and Conditions or the merchant agreement for a period of one (1) year or more
(11) If the merchant has failed or is likely to fail to perform its obligations under the Agreement
(12) If the Company determines that the cashless transactions will be hindered by reasons attributable to the merchant
(13) If any other serious reason arises that makes it difficult for the Agreement to continue, or if SBI deems it appropriate to suspend the Cashless Transactions
(14) If SBI determines that the System is or may be seriously vulnerable due to software, development methods, networks, or other technologies provided by third parties that are necessary for conducting Cashless Transactions
(15) If a merchant violates the terms and conditions of the settlement service provider agreement or otherwise meets or may meet the conditions for suspension of use stipulated in the terms and conditions of the settlement service provider agreement, or if each settlement service provider decides to suspend the use of all or part of the handling of cashless transactions
(16) In any other cases where the Company or settlement service providers deem it necessary for reasonable reasons to facilitate smooth cashless transactions.
2. neither SBM nor the settlement processor shall be liable for any disadvantage or damage to merchants or third parties arising from or in connection with the failure to handle cashless transactions in accordance with Paragraph 1 . 3.
If a merchant causes damage to SBM or a settlement processor due to any of the reasons in Paragraph 1, the merchant shall compensate SBM or the settlement processor for such damage.
Article 22 Change or Discontinuation of Settlement Services for Cashless Transactions by Settlement Service Providers
1. SOFTBANK TELECOM does not guarantee any change or discontinuation of payment services for cashless transactions by settlement service providers. 2.
2. SOFTBANK TELECOM shall not be liable for any damages incurred by merchants or third parties as a result of the change or discontinuation of payment services for cashless transactions by payment service providers.
Article 23 Application for Suspension of the Service by Merchants
A merchant may apply for the suspension of the Service upon obtaining the consent of SOFTBANK TELECOM in accordance with the procedures prescribed by SOFTBANK TELECOM. If a merchant wishes to lift the suspension and resume use of the Service, the merchant shall obtain the Company's approval in accordance with the procedures prescribed by the Company. 2.
If a merchant has not resumed use of the Service one year after completing the procedures for applying for suspension in accordance with the preceding paragraph, the Company may, at its reasonable discretion, treat this Agreement as having been terminated prospectively without any notice or demand.
Chapter 3 System Usage Services
Article 24 Specifics of System Usage Services
1. specifics of the System Usage Service shall be as specified in the specifications or as otherwise specified by MESC or others. The procedures for receiving such services shall be in accordance with the instructions of SOFTBANK TELECOM. 2.
2. information transmitted or processed through the system usage services shall be limited to information that conforms to the specifications separately specified by united based on information sent by merchants through servers separately specified by united for the provision of the system usage services, and united shall not be responsible for transmitting or processing any information other than such information The Company shall not be responsible for the transmission or processing of any information other than the said information.
Article 25 Contract with Settlement Service Providers
(1) A merchant shall, at its own responsibility and expense, enter into a merchant agreement with a settlement service provider and take all necessary procedures. (2) Merchants must enter into a merchant agreement with payment settlement service providers at their own responsibility and expense, and take all necessary procedures.
The merchant shall notify us of its merchant agreement with the settlement service provider in a manner separately designated by us, and shall promptly provide us with any information we request. 4.
4. this Article shall survive the termination of this Agreement.
Article 33 Retention of Records
(1) A merchant shall store the data, etc. listed in each of the following items for 7 years, organized by transaction date at the merchant's own responsibility, and shall present such data, etc. at any time when requested by Seven Bank or the settlement service provider
(1) Application data and other documents or records relating to contracts with customers for the sale or provision of goods, etc. and sales information
(2) Goods dispatch books or other documents or records certifying that the Goods have been dispatched or provided
(3) Receipt slips of a transportation agency or other documents or records evidencing the acceptance of transportation
(4) A document or record evidencing the member's receipt of the goods sold by mail order
(5) Other documents required by us or settlement service providers.
Article 34 Refusal or Withholding of Payment
1. in the event that any of the following events occurs, we or the settlement processor may cancel the acceptance of a sales invoice (including the cancellation of an assignment of receivables in the case of an assignment of receivables) or withhold payment for all or part of the price of goods, etc. to the merchant. (iii) if the merchant has already paid for the merchandise, etc.; or In addition, if payment has already been made for the merchandise, etc., SBI or the settlement processor may demand that the merchant return the paid amount.
(1) If a sales claim is made after the period specified by SBI or the credit card company, etc. has elapsed
(2) When a contract between a merchant and a customer for the sale or provision of goods, etc. is terminated, cancelled, or invalidated
(3) If any sales information is misrepresented
(4) if any person other than the nominee or any person who is not qualified to use the relevant settlement service (including those whose use of the service has been suspended) uses the relevant settlement service (4) When a person other than the nominee or a person who is not qualified to use the relevant settlement service (including a person whose use of the service is suspended) uses the relevant settlement service
(5) Cases in which a customer has reported a dispute with respect to a contract for the sale or provision of goods, etc., such as a failure to remember the use of the relevant settlement service or a discrepancy in the amount of money
(6) When a payment processor receives a refusal or withholding of payment from a customer for reasons attributable to the merchant
(7) When a merchant fails to keep transaction records and documents relating to a contract for the sale or provision of goods, etc., and fails to submit documents relating to transactions based on such records
(8) If any of the items of Paragraph 1 of Article 44 (Termination of Contract, etc.) applies, or is deemed by Seven Bank or the settlement services operator to be suspected of applying, to any of the items of Paragraph 1 of this Article
(9) If a Signatory Shop violates this Agreement or any agreement other than this Agreement with SBI
(10) If the merchant violates any agreement with other settlement service providers or credit card companies, etc.
(11) If SBI or the settlement services provider deems it inappropriate to do so
(2) If the Company or the settlement processor deems it necessary to conduct an investigation, the merchant agrees that the Company or the settlement processor may withhold payment of the payment until such investigation is completed. 3.
(3) If the payment processor cancels the acceptance of a sales invoice, the merchant agrees that neither Seven Bank nor the payment processor shall be obligated to make any payment to the merchant in relation to the sales invoice. 4.
(4) The merchant acknowledges that if the payment provider withholds payment, we may also withhold payment.
Even if payment is withheld by SBI, no late payment penalty shall apply. 6.
(6) If a merchant owes a debt to Seven Bank or a payment processor, Seven Bank or the payment processor may set off the debt against the payment owed to the merchant.
The provisions of this Article shall remain in effect even after the termination of this Agreement.
Chapter 5 General Provisions
Article 35 Compliance with Laws, Regulations, etc.
(1) A merchant shall comply with all applicable laws and regulations in the conduct of its business (including, but not limited to, this Agreement and cashless transactions under the Merchant Agreement). (1) A merchant shall comply with all applicable laws, regulations, administrative notices, etc. in the conduct of its business (not limited to cashless transactions under this Agreement and the Merchant Agreement). 2.
(2) A merchant shall carry out the contents of this Agreement with the due care of a good manager. (3) A merchant shall not use its cashless transactions for any purpose other than those specified in this Agreement.
A Member Shop shall cooperate in the smooth operation of the cashless transaction system and in the promotion of the use of cashless transactions.
Article 36 Prohibitions
A Merchant must not do any of the following acts or omissions
(1) Use the Service for any purpose other than the collection of payments
(2) Use of the Service for money transfer that does not involve the sale or provision of products, etc.
(3) Actions that damage the reputation or credibility, or tarnish the image of the Company, settlement service providers, affiliated companies, or other third parties.
(4) Infringing or threatening to infringe patents, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other rights of the Company, settlement providers, or other third parties
(4) Acts that infringe or may infringe patent rights, utility model rights, design rights, trademark rights, copyrights, portrait rights, or other rights of the Company, settlement providers or other third parties
(5) Any act that interferes or may interfere with the use or operation of the facilities of our company, settlement service providers, affiliated companies, or other third parties.
(6) Acts of accessing the systems of the Company or settlement service providers for any purpose other than the collection of payment, etc.
(7) Acts that violate the terms of use of software licensed by us (or by "us or settlement service providers" in the case of our comprehensive agency franchise service).
(8) Acts that cause disadvantage to us, settlement service providers, partner companies, or other third parties
(9) Violates this Agreement
(10) Other acts that violate or may violate laws and regulations
(11) Other acts that we deem inappropriate. 2.
In addition to the preceding items, Member Shops must not engage in any of the following acts in the case of the Global Agency Affiliation Service
(1) Establishing a pyramid scheme (Ponzi scheme) as defined in the Law Concerning the Prevention of Pyramid Schemes, or soliciting for such a scheme
(2) Use the Service for fictitious or other fraudulent transactions.
(3) Any other acts deemed inappropriate by the Company or settlement service providers. 3.
(3) If a merchant commits, or is deemed likely to commit, any of the acts listed in Paragraph 1 (in the case of the Global Agency Merchant Service, if a merchant commits, or is deemed likely to commit, any of the acts listed in Paragraph 1 or Paragraph 2, or if the settlement service provider determines that the mail order sales conducted by the merchant are inappropriate), or if SBI or the settlement service provider determines that the merchant has committed or is likely to commit any of the acts listed in Paragraph 2 あると判断した場合）、当社（包括代理加盟サービスにおいては「当社及び決済事業者」）は、加盟店に対し、是正措置を求めることができるものとします。
Article 37 Advertisements
(1) The merchant agrees that the Company may publicize the fact that the merchant is conducting cashless transactions under this Agreement and may use the merchant's trade name and logo, etc. for the Company's advertising purposes as specified by the Company.
Merchants shall not use the Company's trademarks or establish links to the Company's website without the prior consent of the Company, Etc. If the Company, etc. revokes its consent, the affiliate shall promptly delete the Company, etc.'s trademarks and links to the Company, etc.'s website. 3.
In the case of a general agency franchise service, the merchant must indicate that it is a merchant that is authorized to handle cashless transactions provided by credit card companies, etc. in brochures, websites, and other advertising materials that are created or used by settlement service providers or credit card companies, etc. without the merchant's individual approval, and must also indicate in the merchant's trade name, trade name, or other business information that the merchant is a merchant. The merchant agrees in advance that its trade name, trade name, or other name used in its business, location, and type of business may be displayed on pamphlets, websites, and other advertising materials created and used by the card companies, etc. without individual approval. 4.
In the case of a general agency merchant service, the merchant shall not use the name, trade name, trademark, emblem, or any other indication of products or business related to the business of each payment settlement service provider, partner company, or credit card company (hereinafter collectively referred to as the "Affiliated Companies"), except as permitted under the terms of this Agreement or with the prior consent of the Company and the settlement service providers, (hereinafter collectively referred to as the "Affiliated Companies' Representations") (2) The Depositor shall not make any representation that may cause misunderstanding or confusion with the Affiliated Companies, etc. (hereinafter collectively referred to as "Affiliated Companies, etc. Representations").
Article 38 Confidentiality
(1) A Merchant and Company shall not disclose any technical, business, or other business information (limited to information that can be objectively and reasonably recognized as confidential from the circumstances of disclosure) provided by the other party in connection with the performance of the Services through materials, electromagnetic record media, other tangible media, electronic mail, or other electronic means, or provided orally to the other party. (limited to information that can be objectively and reasonably recognized as confidential under the circumstances of disclosure). Hereinafter referred to as "Confidential Information"). (including the establishment and operation of internal rules, employee training, supervision, and other necessary security control measures), and shall not disclose Confidential Information to any third party beyond the purpose of conducting business related to the Service without justifiable reason, except when it is used by a person specified in Paragraph 4. 2. notwithstanding the preceding paragraph, the Company shall not disclose the Confidential Information to any third party without justifiable reason.
2. notwithstanding the preceding paragraph, materials and information falling under any of the following items with respect to the performance of this Agreement shall not be included in confidential information.
(1) Material that is already in the public domain or has become public domain due to reasons beyond its control
(2) Information that is already in the possession of the Company
(3) that has been legitimately obtained from a third party without any obligation of confidentiality
(4) That which the other party has consented to disclose in writing
(5) That which has been independently developed or obtained without confidential information
(6) that is required to be disclosed by the copyright holder of the open source software
(7) Required by applicable laws and regulations, orders or instructions of government authorities, or the rules and regulations of a securities exchange
(8) when disclosing, retaining, or receiving credit card information, etc. between us, settlement service providers, or other credit card companies, etc. (3) when a merchant and us are in agreement with the other party
(3) The Merchant and SBI shall use the confidential information provided by the other party only for the purpose of conducting business related to the Service, and shall obtain the prior consent of the other party if the use of such confidential information is necessary for any purpose beyond the scope of the said purpose.
To the extent necessary for the performance of their duties related to the Service, the Member and SBI may disclose confidential information to their own officers and employees and, in the case of SBI, to settlement service providers, and may also disclose confidential information to subcontractors, stores and other third parties to whom they have imposed confidentiality obligations equivalent to or greater than those in this Article, and to lawyers, tax accountants, certified public accountants, and other persons who are bound by laws and regulations to keep such information confidential. 基づき守秘義務を負う者に対して、開示できるものとします。
However, the merchant and we shall be liable to the other party as set forth in this Article for maintaining the confidentiality of confidential information disclosed to the third party. 5.
Notwithstanding Paragraph 1 above, if the merchant and we are required by law to disclose confidential information, we may disclose the confidential information only to the extent that we are required to do so. Notwithstanding Paragraph 1 of this Article, if the merchant and Company are required by law to disclose confidential information, the merchant and Company may disclose confidential information only to the extent required. However, in making such disclosure, the merchant and Company shall make reasonable efforts to keep the disclosure to the minimum extent necessary and shall notify the other party in advance (or, if an emergency arises, promptly thereafter). 6.
(6) If any confidential information is leaked or tampered with by a third party, or if there is a risk that such information may be leaked or tampered with, the merchant and SBI shall notify the other party thereof, and the merchant shall follow the instructions of SBI or the settlement processor.
(7) If requested by the Company or the settlement service provider, the merchant shall not use any materials, information, etc. (including duplicates) delivered by the Company or the settlement service provider in connection with the Service, without the prior written consent of the Company or the settlement service provider. If requested by SOFTBANK TELECOM or the settlement processor, the merchant shall return to SOFTBANK TELECOM or the settlement processor or destroy such materials, information, etc. (including duplicates) delivered by SOFTBANK TELECOM or the settlement processor in connection with the Service. 8.
The obligation of confidentiality in this Article shall survive the termination of this Agreement.
Article 39 Personal Information, etc.
W hen handling the personal information of a merchant's customers, SBI shall handle it appropriately in accordance with SBI's rules for the protection of personal information, and may provide it to, or receive it from, settlement providers, other credit card companies, etc. to the extent necessary to achieve the purpose of providing this service (including reconciliation or matching of account information, etc., if applicable). 2.
We may use the personal information of the merchant's officers and employees for the following purposes
(1) To enter into a contract under the Terms and Conditions
(2) To provide services under the Agreement or the Merchant Agreements, to provide services, content, or other information of the Company, etc. or payment settlement service providers
(3) To provide the Company's and third parties' products, etc. (including travel, insurance and other financial products. The same shall apply hereinafter) (3) To sell, solicit sales of, send, or provide services for products, etc. (including travel, insurance, and other financial products) of the Company and third parties
(4) To advertise or promote (including sending direct mail and e-mail) the Company's and third parties' products, etc. (4) To advertise or promote the Company's and third parties' products, etc. (including sending direct mail and e-mail)
(5) For billing and billing calculations
(6) To provide after-sales service, respond to inquiries and complaints
(7) To conduct surveys
(8) For research, statistics, and analysis of marketing data
(9) For system maintenance and trouble-shooting. 3.
(3) The Company may provide the personal information of merchants' officers and employees to third parties in the following cases
(1) When disclosing such information to us, settlement service providers, other credit card companies, etc., for the purpose of providing the Service
(2) With the consent of the merchant
(3) When permitted by the Personal Information Protection Law or other laws and regulations
(4) When sending e-mails or other advertising materials to advertise or promote a third party, etc., SBI, etc. shall, in principle, send such materials to the e-mail address reported by the merchant or the store handling the transaction.
Article 40 Handling of Data, etc.
1. a merchant shall not use any information provided or transmitted by the merchant to the Company, etc. through the Service (including the name of the merchant, stores handling the Service, attribute information, information related to cashless transactions, transaction history of the merchant in the Service, and information on the higher level of services handled by the merchant). Hereinafter collectively referred to as "Transaction Data, etc."). (hereinafter collectively referred to as "Transaction Data, etc.") for the following purposes of use in the business of the Company, etc.
In this case, the merchant agrees in advance that the merchant may use the Transaction Data, etc. for the following purposes in the business of the Company, etc. In such cases, the merchant shall provide true and accurate information to the best of the merchant's knowledge.
(1) For various surveys and analyses, including market research, and for the planning, development, and improvement of the services and products of the Company and others (including maintenance and anti-fraud measures necessary for the reliable and stable provision of services)
(2) For operation, performance, management, and functional improvement of the Service
(3) To send plans, promotional materials, and printed materials to merchants, or to communicate with, inform, or guide merchants by telephone, etc.
(4) To send notices, etc. related to the services of the Company, etc.
(5) To exercise rights or perform obligations under contracts or laws
(2) Merchants shall understand that SBI, etc. may provide or receive transaction data, etc. to settlement service providers, other credit card companies, etc. (including through other settlement service providers, etc.) to the extent necessary to achieve the purposes of the preceding paragraph. (2) The customer agrees in advance that the transaction data, etc. will be provided between us, etc. after taking the necessary protective measures, and that the recipient will use the transaction data, etc. within the scope of the purposes of use stipulated in this Article. In addition, we shall obtain consent from our own stores as necessary. 3.
(3) We shall collect, aggregate, process, edit, integrate, analyze, etc. transaction data, etc., and use such products as reference materials for our business operations, for the purposes stipulated in each item of Article 1, and for other business of our company, etc., and disclose them to our business partners and other third parties (however, those disclosed to third parties shall not be personal information, statistical data, anonymous information, etc., and shall not be used for any other purpose than those stipulated in Article 2). (However, the information disclosed to third parties shall be limited to information that does not fall under the category of personal information, statistical data, and anonymized information.) (4) The provisions of this Article shall not apply to the Service.
The provisions of this Article shall remain in effect even after the termination of the Service.
Article 41 Intellectual Property Rights
(1) All rights pertaining to this Agreement shall belong to SBI, or to a party determined by SBI, etc. or the settlement service provider. (2) Merchant shall not be liable for any loss or damage arising from the use of this Agreement.
2. except as expressly provided in this Agreement, the Merchant confirms that it does not acquire any intellectual property rights or other rights in relation to this Agreement.
Article 42 Third Party Consignment
1 SBM may outsource all or part of the operations performed under this Agreement to a third party by having the third party comply with obligations equivalent to those of this Agreement at SBM's responsibility.
2. a merchant may outsource all or part of the services it performs under this Agreement to a third party by having such third party comply with the same obligations as those set forth in this Agreement. The same shall apply hereinafter in this Article). (2) A merchant may not delegate, consign, or have a third party act on its behalf in connection with this Agreement unless it obtains the prior consent of SOFTBANK TELECOM in the manner prescribed by SOFTBANK TELECOM. 3.
(3) Even if a merchant subcontracts all or part of its services under this Agreement or the Merchant Agreement to a third party with the consent of the Company as set forth in the preceding paragraph, the merchant shall not be released from all of its obligations and responsibilities under this Agreement or the Merchant Agreement. In addition, if a third party to whom the merchant has outsourced its services (hereinafter referred to as the "outsourced agent") In addition, if a third party to which the merchant has outsourced its operations (hereinafter referred to as the "business agent") causes damage to the Company, settlement service providers, partner companies, or credit card companies in connection with the outsourced operations, the merchant shall, jointly and severally with the business agent, compensate the Company, settlement service providers, partner companies, or credit card companies for all damages incurred. 4.
The merchant shall be responsible for instructing the operations agent to comply with all of its obligations and responsibilities as stipulated in this Agreement or the merchant agreement. In the event of an incident involving the leakage of information by an operational agent, SBM or a settlement services provider may instruct the operational agent to take measures to prevent the spread of damage and to prevent recurrence of such damage through a person who has outsourced work to the operational agent. In addition, any person who has outsourced operations to an operational agent shall be responsible for the outsourced operations performed by the operational agent in accordance with this Agreement and the Member Shop Agreement. 5.
If a merchant wishes to change the operation agent, the merchant shall notify SBI or the settlement service provider in advance and obtain the approval of SBI or the settlement service provider.
Article 43 Prohibition of Assignment of Rights and Obligations
A merchant may not assign its rights, obligations, or position under this Agreement or the merchant agreement to any third party. The merchant may not assign its right to demand payment of the price of goods from the merchant to any third party other than the Company, or create a security interest in the merchant, without the prior consent of the Company. 2.
2. We or the settlement processor may assign to a third party its position under the Agreement and the merchant agreement, or its position with respect to the handling of a particular co-branded card, and the merchant shall consent to such assignment in advance.
Article 44 Termination, etc.
If any of the following events occurs or is feared to occur to a merchant, the Company or the settlement service provider may immediately, without notice or demand, refuse to allow the merchant to use the services for a period determined by the Company or the settlement service provider (including refusing to allow the merchant to use the payment methods of a specific settlement service provider for the comprehensive agency franchise services), terminate the contract with the merchant, or terminate the contract with the merchant (2) The Company or the settlement service provider may, without giving any notice, etc., immediately and for a period of time determined by the Company or the settlement service provider, refuse to allow the use of the Service (including refusing to allow the use of a specific payment method of a specific settlement service provider in the case of a blanket agency membership service), cancel the qualification as a merchant, or cancel all or part of this Agreement and the Membership Agreement
(1) If the details (including the application) notified by the merchant to the Company contain falsehoods or if the merchant fails to provide material facts
(2) If the merchant violates this Agreement and fails to correct such violation within 14 days of receipt of a notice requesting correction of the violation, or if the merchant violates the settlement services agreement or falls under any other cause for termination of the merchant agreement, or is likely to fall under any such cause
(3) If we or the settlement services provider suspect that the merchant has breached, or is unlikely to breach, any provision of this Agreement or the merchant agreement
(4) If a bill or check drawn on or accepted by the merchant is dishonored or otherwise suspended
(5) If a petition for seizure, provisional seizure, or provisional disposition is filed, if a disposition for delinquency is filed, if a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation is filed, if any of the foregoing is filed by the Member, if the Member dissolves without merger, or if a voluntary liquidation is commenced
(6) If any event occurs that should be considered a deterioration of the merchant's assets, or if any material change in the merchant's credit standing is recognized
(7) If the merchant suspends its business, receives a disposition of revocation of a license or permit, or receives an administrative disposition, including revocation or suspension of business, from the competent authorities
(8) If it is found that it, its representative, its employees, or any other person associated with the franchisee is in violation of any applicable law or regulation, or any public notice, notification, or guideline issued by any applicable government agency, or if there is a risk that the performance of this Agreement may be hindered by such violation, or if it receives any instruction, warning, recommendation, notice, or order from any administrative or judicial authority, (8) If we or the settlement services provider determines that it is appropriate to terminate this Agreement or the merchant agreement due to the receipt of any instruction, warning, recommendation, order, disposition, etc., from any government or judicial authority.
(9) If SBI or the settlement services provider determines that the merchant is abusing cashless transactions, including transactions with the Service and other credit card companies, etc.
(10) If SBI or the settlement services operator determines that the merchant's business or business type is offensive to public order and morals or that the merchant is conducting cashless transactions in a manner that is deemed inappropriate from the standpoint of socially accepted norms
(11) When we or the settlement processor determines that the merchant has defamed or damaged the reputation or credibility of us or the settlement processor, or has acted in a manner that interferes with the business of us or the settlement processor
(12) If you violate any other contract of the settlement service provider, any other settlement service provider, or any credit card company, etc. (xiii) if it violates any contract other than this Agreement with SBI, or fails to correct such violation within 14 days after receipt of a notice requesting correction of such violation
(13) If a large number of customers report that a payment service has been improperly used by a merchant, a customer delays payment of payment, a customer reports that a payment method has been improperly used, a customer makes a claim or other complaint about a product, etc., or if a customer complaint, information from another credit card company, etc., or a settlement service provider receives a complaint from a customer, information from another credit card company, etc., or a complaint from a customer that a payment service provider is using a payment method that is improperly used. (13) If we or the settlement services provider deem the merchant to be inappropriate based on information registered with a merchant information agency with which the settlement services provider is affiliated, etc.
(14) If the merchant fails to comply with a change or other request without reasonable grounds from the national government, local governments, boards of education, schools, other public institutions, or other equivalent institutions with respect to the goods, etc.
(15) If the merchant transfers its position or claims to a third party other than the Company, or if the merchant purchases the claims of another party or makes a claim for payment of the transaction settlement amount to the Company on behalf of another party
(16) If the store handling the transaction notified to the Company and the settlement service provider does not actually exist in the location, if the Company or the settlement service provider is unable to contact the merchant at the telephone number notified to the Company and the settlement service provider, or if the Company is unable to contact the merchant (if the Company is still unable to contact the merchant after one year has passed from the time the Company contacted the merchant) (If the Company is still unable to contact the merchant after one year has passed from the time of contact, this shall be deemed to fall under this item.)
(17) If the merchant ceases or terminates operation of the settlement service, or if the merchant ceases or terminates operation of all of its stores, such as by closing all of its stores
(18) If there is any doubt as to the validity of the sales information or cancellation vouchers, etc. submitted by the merchant, and the Company or the settlement processor deems the merchant to be unsuitable as a merchant
(19) If we or the settlement processor determines that the merchant has committed fraudulent acts, such as requesting payment of sales amounts related to fictitious sales credits
(20) If we or the settlement processor determines that a high percentage of the sales are due to invalid, lost, stolen, or counterfeit cards, or due to unauthorized use of the card or card number by a third party other than the cardholder
(21) When SOFTBANK TELECOM or a payment processor determines that a high percentage of cashless transactions handled by a merchant involve the use of a card for the purpose of exchanging cash for cash, or when it is clear that the use of a card is for the purpose of exchanging cash for cash and the merchant is engaging in inappropriate cashless transactions, such as being complicit in such an act of exchange (21) When we or the settlement services provider determines that the merchant is engaging in inappropriate cashless transactions
(22) If we or the settlement processor determines that an incident has occurred in which confidential information or card numbers have been provided to, disclosed to, or leaked to a third party, either intentionally or through negligence
(23) If the principal or his/her representative delays the performance of his/her obligations to us or the settlement service provider under any other contract with us or the settlement service provider, loses the benefit of time, or suffers damage to us or the settlement service provider due to the willful misconduct or negligence of the principal or his/her employees or other parties.
(24) In the event of dissolution, merger, business transfer, share exchange, share transfer, corporate split, share acquisition, or any other significant change in the organization or capital structure of the merchant
(25) If the situation falling under any of the items of Paragraph 1 of Article 21 (Suspension of Cashless Transactions) or any event causing such situation is not resolved within 30 days
(26) If the member store, the member store's parent company, subsidiaries, or other affiliated companies, its officers, or its employees currently belong to or are involved with antisocial forces (the definition of which is set forth in the following Article). (26) If we or the settlement processor determines that the merchant, the merchant's parent company or subsidiary, or any of their affiliates, officers or employees, currently belongs to, is involved with, or has belonged to or has been involved within the past 5 years with antisocial forces (definition is set forth in the following article), or the merchant, the merchant's parent company or subsidiary, or any of their affiliates, officers or employees, improperly uses antisocial forces, or provides funds or benefits to antisocial forces, or otherwise is involved in any relationship that is socially reprehensible to antisocial forces (27) If we or the settlement processor determines that the merchant has a socially reprehensible relationship with antisocial forces
(27) If we or the settlement services provider determines that the merchant is otherwise unsuitable as a merchant, or if we or the settlement services provider determines that it is inappropriate for the merchant to continue with the contract
2. in addition to the provisions of the preceding paragraph, SBI and the merchant may terminate the Agreement, terminate the handling of certain cashless transactions, or terminate the handling of certain co-branded cards, by giving two months' prior written notice to SBI for the merchant and by giving two months' prior written notice to the merchant for SBI.
If all or part of this Agreement is terminated pursuant to any of the preceding clauses, the Member Stores shall forfeit the benefit of time and interest on all monetary obligations owed to SOFTBANK TELECOM, and shall immediately repay such obligations. 4.
(4) Even if this Agreement is terminated pursuant to the preceding Article or Paragraph 1 or Paragraph 2 of this Article, if there are any outstanding obligations between SBM and the merchant, the merchant shall perform its obligations in accordance with the provisions of this Agreement or the merchant agreement.
If a co-branded card company determines that a merchant is unsuitable to handle a co-branded card, either we or the settlement services provider may immediately terminate this agreement regarding the handling of the co-branded card by the merchant without notice to the merchant, and in such a case, we, the settlement services provider, and the merchant may terminate this agreement without notice. In such a case, the merchant shall compensate us, the settlement processor, and the credit card company for any damages incurred by us, the settlement processor, and the credit card company. If we or the settlement service provider determines that any of the grounds for termination set forth in this Paragraph apply or is suspected of applying, the provisions of the preceding Paragraph shall apply mutatis mutandis to the handling of any replacement payment or consideration for transfer incurred as a result of the handling of such co-branded cards. 6.
(6) We may terminate the Cashless Transactions under this Agreement due to changes in social conditions, amendment or abolition of laws and regulations, or for our own reasons, and in such cases, we may terminate this Agreement by giving prior notice to the merchant.
7. The termination provided for in Paragraph 1 of this Article shall not preclude SBM or the settlement processor from claiming compensation for damages from the merchant. 8.
8. If the Company suffers damages as a result of a merchant falling under any of the items of Paragraph 1 of this Article, the merchant must compensate the Company for the damages suffered by the Company. 9.
9. notwithstanding the provisions of the preceding paragraph, in the case of a general agency franchise service, if the Company, settlement service providers, affiliated companies, or customers suffer damages as a result of a merchant falling under any of the items of Paragraph 1, the merchant must compensate the Company, settlement service providers, affiliated companies, and customers for all damages incurred (including the cost of reissuing credit cards, unauthorized use of (including, but not limited to, the cost of reissuing the credit card, costs associated with business operations such as monitoring for fraudulent use and responding to the customer, the amount of damages caused by the fraudulent use of the credit card, and compensation for damages, penalties, and fines related to such incident). (10) In the case of general agency franchise services, the merchant shall indemnify the Company, even after the termination of this Agreement or the franchise agreement.
(10) In the case of a general agency merchant service, if we are assessed a penalty, fine, etc. (regardless of the name) by a settlement company due to a merchant falling under any of the items in Paragraph 1, the merchant must indemnify us for any damages, penalties, fines, etc., even after the termination of this agreement or the merchant agreement. In the event that the merchant falls under any of the items in Paragraph 1, the merchant must pay the Company the penalty, fines, etc. that the Company owes to the settlement provider, in addition to the compensation for damages stipulated in the preceding Paragraph.
Article 45 Exclusion of Antisocial Forces
1. neither Minebea nor any of its affiliates, including its parent company and subsidiaries, nor any of their directors, employees, or other related parties (including directors, employees, and stores of affiliates) is currently a member of a crime syndicate, terrorist organization, or any other party designated by the Japanese government, foreign governments, or international organizations as subject to economic sanctions, or any other party that is similar to or closely associated with any of the foregoing. (including cases where there is a suspicion of such a person. (Hereinafter collectively referred to as "Anti-Social Forces".) (1) The Company shall represent and warrant that it does not fall under any of the following items, and will not fall under any of the following items in the future.
(1) Anti-Social Forces have a relationship that is recognized as controlling the management of the Company.
(2) Anti-Social Forces are deemed to be substantially involved in the management of the Company.
(3) Having a relationship in which it is deemed that the Anti-Social Forces are used unfairly, such as for the purpose of making unjust profits for oneself, one's own company, or a third party, or for the purpose of inflicting damage on a third party.
(4) Having a relationship that is deemed to involve antisocial forces, such as providing funds, etc. or benefits to antisocial forces.
(5) Having a socially reprehensible relationship with antisocial forces. 2.
(2) The Company and merchants shall ensure that they and their parent company, subsidiaries, and other affiliated companies, as well as their directors, employees, and other related persons (including directors and employees of affiliated companies) will not commit any of the following acts by themselves or through the use of a third party
(1) Violent demanding acts.
(2) Unreasonable demands beyond legal responsibility
(3) Acts of threatening words or deeds or using violence in connection with transactions with the other party
(4) Any act to damage the other party's credibility or obstruct the business of either party by spreading false rumors, using deceptive means, or using force.
(5) Any other acts similar to the preceding items. 3.
(3) Any other acts similar to those described in the preceding items. The same shall apply hereinafter in this article.) (4) If a merchant is found to be in violation of any of the provisions of the preceding two paragraphs, or is suspected of such violation, the Company may refuse to enter into this Agreement and the merchant agreement. 4.
(4) If we discover that a merchant has violated, or suspect that a merchant has violated, the provisions of Paragraphs 1 or 2 of this Article, we may immediately terminate this Agreement and the merchant agreement, and the merchant shall indemnify us, the payment processor, and the credit card companies for any damages incurred by us, the payment processor, or the credit card companies arising from or in connection with such termination. In addition, the merchant shall compensate us for any damages incurred by us, the payment processor, or the credit card company arising from or in connection with such termination. In addition, the merchant shall immediately pay any and all outstanding debts to Seven Bank. 5.
(5) If we discover or suspect that a merchant is in breach of the provisions of Paragraphs (1) or (2) of this Article, regardless of whether or not we terminate the agreement pursuant to the preceding paragraph, we may withhold payment of any amounts due from us to the merchant. In such cases, Seven Bank shall not be obligated to pay any late payment penalties. 6.
(6) If we discover that a merchant has violated, or suspect that a merchant has violated, the provisions of Paragraphs (1) or (2) of this Agreement, we may temporarily suspend transactions under this Agreement and the merchant agreement. In such cases, the merchant shall not be able to conduct cashless transactions until such time as we allow it to resume them. 7.
7. Seven Bank shall not be liable to compensate the merchant for any loss or damage incurred by the merchant as a result of the measures taken pursuant to the preceding four paragraphs.
Article 46 Elimination of Bribery, Corruption, etc.
(1) A merchant shall notify us in writing (including electromagnetic records; the same shall apply hereinafter) in advance of any action taken by the merchant in accordance with the provisions of Paragraph 4 above. 1. A merchant shall disclose in writing (including electromagnetic records; the same shall apply hereinafter) to Seven Bank in advance and shall not accept any responsibility for any compensation for bribery or corruption. 1. except as previously disclosed in writing (including electromagnetic records) to and confirmed by the Company, the merchant represents and warrants that it and its affiliates, subsidiaries, directors, officers, employees, and all other persons acting on its behalf have and will continue to
(1) comply with all applicable anti-bribery and anti-corruption laws and regulations and anti-money laundering laws and regulations (including, but not limited to, the Japanese Penal Code, the Companies Act, the Unfair Competition Prevention Act, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) Hereinafter referred to as the "Anti-Bribery and Corruption Law") (1) No violation of the Anti-Bribery and Corruption Act
(2) Not to engage in any conduct (whether directly or indirectly) that may violate the Bribery and Corruption Act
(3) not engage in any act that directly or indirectly facilitates the offer, provision, promise to provide, or approval of the provision of money or other tangible or intangible benefits to government-related organizations or public officials for the purpose of obtaining or retaining business for itself or for the other party, or gaining an advantageous position
(2) If it becomes clear that the merchant has breached any of the representations and warranties set forth in the preceding paragraph, OCI may terminate this Agreement or cease providing the Services without notice, and the merchant shall not object to such termination or cessation.
The Company shall not be liable for any damages incurred by the merchant as a result of the termination of this agreement. In addition, the merchant shall compensate the Company for any damages incurred by the Company.
Article 47 Investigations, etc.
(1) If any of the following events occurs, the Company (in the case of the Global Agency Merchant Service, "the Company or the settlement service provider") shall investigate the matter itself. (1) If any of the following events occurs, the Company (in the case of the general agency franchise service, "the Company or the settlement processor"; hereinafter the same shall apply in this Article) may, by itself or by a person selected by the Company as appropriate, investigate the merchant to the extent necessary for the relevant event, and the merchant shall promptly comply with such investigation.
(1) If we determine that a security incident has occurred or is likely to occur at the merchant
(2) If any unauthorized use of credit sales conducted by the merchant is made, or is deemed by Seven Bank to be likely to be made
(3) Whenever SOFTBANK TELECOM deems necessary with respect to the compliance with this Agreement, financial conditions, compliance, or other business conditions of any of the Signatory Stores
(4) If SBI or any of the payment settlement service providers obtains any materials related to the cashless transaction (details of products, etc. related to the cashless transaction, pamphlets, explanatory documents, or other materials used in soliciting customers, materials explaining the contents of products, etc., documents and records prepared by the merchant or customer in selling products, etc. or providing services; hereinafter the same shall apply in this item) (4) When the Company deems it necessary to confirm the contents of the documents and records (such as pamphlet statements and other materials used for solicitation to customers, materials explaining the contents of the Products, etc., documents and records prepared by the merchant or customer when selling the Products, etc. or providing the services, and other materials deemed necessary by the Company or settlement entity in conducting such investigation)
(5) In addition to the cases listed in the preceding items, when we deem it necessary to conduct an investigation in light of the occurrence of complaints about a merchant or other circumstances. 2.
(2) The Company may conduct the investigation described in the preceding paragraph by any of the following methods, as necessary
(1) By receiving written or oral reports of necessary matters
(2) Receiving the submission or presentation of documents and other materials from the merchant relating to the measures taken to ensure security
(3) By asking questions of and receiving explanations from the merchant or its officers or employees
(4) Entering a facility or equipment where a merchant store conducts operations related to security measures and inspecting such operations
3. the method set forth in item (iv) of the preceding paragraph
(3) The investigation set forth in Item (4) of the preceding Paragraph shall include an investigation involving the restoration, collection, or analysis of records (digital forensic investigation) of computers, network equipment, and other equipment that handle digital data.
(4) If any costs are incurred in conducting the investigation described in Paragraph 1 and are newly incurred as a result of such investigation, Seven Bank may invoice the merchant for such costs.
(5) Merchants agree that Seven Bank, settlement service providers, or Alliance Partners may use or publicly announce the results of investigations and information pursuant to this Article, or may disclose such information to other businesses or other parties. 6.
6. in the event that SBM or the settlement services provider conducts an investigation pursuant to this Article or the Funds Settlement Law, the Installment Sales Law, or other laws and regulations, or in the event that the settlement services provider has a justifiable reason for receiving the personal information, etc. of customers from merchants, for reasons such as confidentiality obligations to customers or laws concerning the protection of personal information, 7. a merchant shall not refuse to cooperate in the investigation or submit the materials specified in this Article.
7. If a breach or potential breach of this Agreement or the merchant agreement occurs, the merchant must promptly report the breach or potential breach to Seven Bank and the settlement services provider. In addition, the merchant shall report any matter separately designated by the settlement service provider if the settlement service provider separately requests it through the Company. 8.
If a merchant suffers damage from a cashless transaction involving a stolen, lost, forged, or altered card, etc., and if the Company or the settlement services provider requests the merchant to submit a damage report for such cashless transaction to the police station with jurisdiction, the merchant shall cooperate with such request. In addition, if we or the settlement processor request cooperation in taking measures to prevent fraudulent use of the card, etc., the merchant shall cooperate. 9.
The provisions of this Article shall remain in effect even after the termination of this Agreement.
Article 48 Formulation and Implementation of Correction and Improvement Plan
1. in any of the following cases, Seven Bank may request that the merchant establish and implement a plan for the correction and improvement of the matter in question for a specified period of time, and the merchant shall comply with the request
(1) The merchant fails to perform its obligations under the Agreement or breaches such obligations, or there is a risk that it may do so
(2) a security incident has occurred or is likely to occur, and the merchant fails to comply with its obligations under Article 10 (Response to Security Incidents, etc.)
(2) if a security incident has occurred or is likely to occur, and the merchant fails to perform its obligations under Article 10 (Response to Security Incidents, etc.), Paragraph 1, Item 4 within a reasonable period of time
(3) If a member store violates or is likely to violate Article 9 (Measures to Ensure Security)
(4) if there has been unauthorized use of credit sales conducted by the Member Shop and the Member Shop fails to fulfill its obligations under Article 10 (Response to Security Incidents, etc.) within a reasonable period of time; or
(4) If an unauthorized use is made of credit sales conducted by the Member Shop and the Member Shop fails to perform its obligations under Article 10 (Response to Security Incidents, etc.) within a reasonable time
(5) In addition to the cases listed in the preceding items, if, in light of the occurrence of complaints about the services of the merchant and other circumstances, the Company deems it necessary to take necessary measures to correct and improve the situation with respect to the merchant.
(2) If the Company requests the formulation and implementation of a plan pursuant to the preceding paragraph and the merchant fails to formulate or implement said plan, or the Company deems that the contents of said plan are insufficient to rectify or improve the matters that caused the formulation of said plan, the Company shall, upon consultation with the merchant, take such actions as it deems necessary and appropriate to rectify or improve the situation. (2) If the Company finds that the contents of the plan are not sufficient to correct or improve the matters that caused the establishment of the plan, the Company shall, after consultation with the franchisee, present matters deemed necessary and appropriate for correction and improvement (including the timing of implementation) and request implementation of such matters. The merchant shall comply with such request.
Article 49 Cooperation with Inspections by Competent Authorities, etc.
- 21 - Cooperation with inspections, etc. by competent authorities
In the event that the Company or a settlement services provider is requested by the competent authorities to make reports or conduct on-site inspections, etc., the merchant shall cooperate with the Company or the settlement services provider as requested by the competent authorities.
Article 50 Processing in the Event of Seizure, etc.
If a third party seizes, provisionally seizes, or imposes delinquency penalties on a claim held by a merchant against us or any of the settlement service providers pursuant to this Agreement or the merchant agreements, we or each settlement service provider shall process such claim in accordance with the procedures prescribed by us or each settlement service provider, and we or each settlement service provider shall be obligated to pay any late payment penalties in accordance with such procedures. In this case, we or each Payment Settlement Provider shall not be obligated to pay any late payment charges as long as the payment is made in accordance with the relevant procedures.
Article 51 Disclaimer
1. even if all or part of the Service or cashless transactions cannot be handled due to any of the following reasons, neither SBI nor the settlement service providers shall be held liable therefor.
(1) Inability to communicate, inability to process, or reduced processing capacity due to a malfunction of the facilities of an external connection agency.
(2) In the event of an attack by an external threat such as hacking or computer viruses
(3) When there is an order, etc. from the relevant administrative authority to our company or a telecommunications carrier, which is the provider of telecommunications lines or other telecommunications services used by the external connecting institution for handling cashless transactions, to suspend the provision of telecommunications services or to make technical adjustments to telecommunications facilities.
(4) In the event of natural disasters, war, civil strife, riots, terrorism, infectious diseases, power outages, accidents involving telecommunications facilities, suspension of services by telecommunications carriers, or emergency
(5) In the event of force majeure, such as the implementation of maintenance, enactment, amendment or repeal of domestic or foreign laws and regulations, orders, dispositions, guidance or requests by public authorities, or other force majeure events. (This includes cases where cashless transactions become difficult due to changes in Applicable Laws, etc. or administrative interpretations, etc. pertaining to Applicable Laws, etc. or administrative dispositions, etc.)
(5) Other reasons beyond the control of the Company, etc.
Article 52 Our Liability, etc.
1. in the case of our company (our company, settlement service providers, and affiliated companies" in the case of the general agency franchise service). 以下本項から第 4 項まで同様）は、本サ
(2) SBI shall not be liable for any matters relating to products sold or provided using the Services. 2.
(2) In no event shall Seven Bank be liable for any matter relating to a merchant's customers. (3) In no event shall Seven Bank be liable for any loss or damage arising from the use of the Service.
(3) Company shall not be involved in any disputes with merchants, customers, or other third parties regarding the Service. (4) Company shall not be involved in any disputes with merchants, customers, or other third parties regarding the Service.
(4) In the event of an event that significantly disrupts the Service (including an incident involving the leakage of personal information, etc.), the Company shall not be held responsible for any matter relating to the Service. (4) In the event of an event that causes significant problems with the Service (including leakage of personal information, etc.), in the event of a dispute with a third party concerning the Service, or in the event of any consultation or complaint from a customer concerning the Service (hereinafter collectively referred to as "Trouble, etc."), the Company shall promptly notify the merchant to that effect. (5) The merchant shall promptly report the fact to the merchant.
(5) If a merchant receives a report as described in the preceding paragraph, the merchant shall take its own actions to resolve the Trouble, etc. as described in the preceding paragraph, and Seven Bank shall cooperate with the merchant in handling such Trouble, etc. and shall cooperate with the merchant in resolving the Trouble, etc. 6.
6. merchants shall use the services within the scope of the law, and the company shall not be liable for any infringement of Japanese or foreign law by merchants in connection with the use of the services.
(7) If the Agreement does not provide for liability by the Company and the merchant suffers damages for reasons attributable to the Company, the Company shall be liable for ordinary damages (excluding lost profits) suffered by the merchant as a direct result of such damages for a period of three months prior to the date the merchant receives the order. If the merchant suffers damages for reasons attributable to Seven Bank, Seven Bank shall compensate the merchant for ordinary damages (excluding lost profits) incurred by the merchant as a direct result of such damages, up to the amount of fees and commissions paid by the merchant in the previous three months.
Article 53 Limitation of Liability
Notwithstanding the provisions of Paragraph 7 of the preceding Article, in the event of a breach of the Agreement by SBI or the failure to provide the System (excluding changes to SBI's terms and conditions for the System, the System specifications, or the terms and conditions of the System) for reasons attributable to SBI, or in the event of the failure to provide the Service for reasons attributable to such breach or failure, SBI shall not be liable for any loss or damage arising out of such breach or failure. (2) In the event of a breach of contract by SBI with respect to the System or the non-provision of the System (excluding changes to SBI's terms and conditions with respect to the System, the System specifications, or the terms and conditions of the System) or the non-provision of the Service for such reasons, and if the merchant suffers any damage as a result thereof
In the event that SBI fails to provide the Service (excluding changes to SBI's terms and conditions, the System specifications, or the terms and conditions of the System) or fails to provide the Service for any reason, SBI shall pay to the relevant merchant the amount actually paid by SBI (if the amount actually paid by SBI is not an amount per merchant but a total amount, the amount actually paid by SBI shall be divided proportionally by the amount of fees, etc. paid by each merchant during the preceding three months (any fraction shall be rounded off)). (Fractional amounts shall be determined by the Company.) (Fractional amounts shall be determined by the Company). In such cases, the Company shall be liable to compensate the merchant for damages up to the amount of the commission, etc. paid by the merchant in the preceding three months. In this case, even if the merchant suffers damages, the Company shall not be liable to compensate the merchant directly for such damages,
In this case, even if the merchant suffers damages, we shall not be liable to compensate the merchant directly for such damages. 2.
Notwithstanding the preceding paragraph, in the event of a natural disaster, riot, civil commotion, or other force majeure, or in the event of loss, delay, misdelivery, or falsification or leakage of information by a third party due to congestion of telecommunications line facilities or equipment failure, or in the event of damage caused by a settlement service provider, or in the event of damage caused by the provision of the Services by a merchant to or the use of the Services by a third party, or in the event of damage caused by a third party. (iii) Damage caused by telecommunications lines, servers, data receiving equipment, or terminal equipment provided by the merchant for the provision of this service or used by the settlement service provider to which this system is connected, or damage caused by the suspension or discontinuation of use of this system, or any other damage suffered by the merchant in connection with this system (regardless of the cause thereof) (2) The Company and the Company shall not be liable for any damages arising out of or in connection with the use of the System. について、当社及び 当社 は加盟店に対し一切その責を負わないものとします。
In addition to the preceding clauses, the merchant agrees without objection to the following items (1) The Company shall not be liable to the merchant for any loss or damage incurred by the merchant arising out of or in connection with the use of the System
(1) Neither we nor our partners shall be liable for any liability to the merchant.
(2) We shall not be liable for any changes to this system that may be required due to regulations or other reasons attributable to payment settlement providers.
(3) That our affiliated partners shall not (i) be liable to the merchant in any other way, and (ii) allow the merchant to pursue any liability against our affiliated partners, including claims for compensation for damages, regardless of the cause of the claim.
Article 54 Changes to the Service
(1) We do not guarantee that the Service will not be interrupted, suspended, or otherwise impaired. (2) If the System is impaired in any way, we will not be liable for any loss or damage incurred.
In the event of any failure of the System, if it is difficult to restore the failure at the earliest opportunity, the Company may take alternative measures to restore the Service without the merchant's consent. 3.
3. the Company may, at its discretion, change the Service, and may suspend, discontinue, or terminate the Service. If any merchant, its customers, or any third party suffers any disadvantage as a result of such suspension, suspension, or termination, the Company shall not be liable for any compensation or other obligation.
Article 55 Discontinuation of the Service
3. In any of the following cases, during the term of this Agreement, the Company may discontinue all or part of the Service without prior notice, and this Agreement shall naturally terminate on the date of discontinuation of the Service.
(1) When we or the settlement service provider determines that the continuation of this system or the handling of cashless transactions by the settlement service provider may violate applicable laws and regulations, etc.
(2) In the event that a court or relevant administrative authority issues a decision, order, or instruction to suspend or cease the continuation of this system or the handling of cashless transactions by settlement service providers, or in the event that the continuation of this system or the handling of cashless transactions by settlement service providers violates or is likely to violate applicable laws, etc. (2) In the event that the settlement processor determines that the continuation of this system or the handling of cashless transactions by the settlement processor violates or may violate applicable laws and regulations
(3) In the event that the continuation of this system or the handling of cashless transactions by settlement service providers becomes impossible due to force majeure, such as natural disasters, as stipulated in Article 51 (Disclaimer)
(4) If the settlement service provider ceases to provide all or part of the cashless transaction service (including cases where the contract between the settlement service provider and us is terminated due to refusal of renewal, premature termination, etc.)
(5) In any other cases where it becomes difficult to handle all or part of the Service or cashless transactions.
(4) Notwithstanding the preceding paragraph, SOFTBANK TELECOM may terminate all or part of the Service with five (5) months' prior notice to the counterparty.
(5) In no event shall SOFTBANK TELECOM be liable for any damages incurred by the merchant or any third party as a result of the termination of the Service.
Article 56 Measures after Termination of Agreement and Remaining Terms
(1) Upon termination of the Agreement, a merchant must immediately cease using the Service.
Until such time as a merchant is unable to conduct cashless transactions, it shall comply with the provisions of Article 20 (Suspension of Cashless Transactions) and Article 21 (Suspension of Cashless Transactions).
Article 20 (Suspension of Cashless Transactions) and Article 21 (Suspension of Cashless Transactions) shall remain in effect until such time as the merchant is unable to conduct cashless transactions. 3.
Upon termination of the Agreement or the Member Shop Agreement, the merchant shall immediately cease the use of the merchant sign, advertising and promotion based on the existence of the Agreement or the Member Shop Agreement, and the act of soliciting applications for transactions, and shall return all documents and printed materials related to the handling of such documents and materials delivered by the Company in accordance with the instructions of the Company.
The merchant shall return or destroy any and all documents and printed materials delivered to it by the Company in accordance with the Company's instructions. In addition, if a customer applies for a cashless transaction after the termination of this Agreement and the merchant agreement, the merchant must reject the application and notify the customer that it has stopped conducting cashless transactions under this Agreement. 4.
(4) This Agreement shall remain in effect even after termination of this Agreement only to the extent necessary for the Company to pay for goods, etc. related to transactions that have already been validly executed at the time of termination of this Agreement.
If this Agreement is terminated, any cashless transactions conducted by the merchant before the termination date shall remain in effect, and the Company, the payment processor, and the merchant shall handle such cashless transactions in accordance with this Agreement. However, this shall not apply if we, the payment processor, and the merchant agree otherwise. 6.
If a merchant loses its qualification as a merchant for the general agency merchant service, the cashless transactions made by the merchant up to the date of loss of qualification shall remain valid, and the merchant and the settlement service provider shall handle the cashless transactions in accordance with the terms of the merchant agreement. The merchant and payment processor shall handle the cashless transaction in accordance with the merchant agreement, unless otherwise agreed upon by the merchant and payment processor.
(7) In addition to the provisions of the preceding two clauses, the merchant and settlement service provider shall handle cashless transactions in accordance with the merchant agreement.
In addition to the provisions of the preceding two paragraphs, the following provisions shall remain in effect even after the termination of this Agreement.
(1) Article 13 (ID and Password Management, etc.)
(2) Article 38 (Confidentiality)
(3) Article 39 (Personal Information)
(4) Article 40 (Handling of Data, etc.)
(5) Article 44 (Termination of Contract), Paragraph 8, Article 9 and Article 10
(6) Article 45 (Exclusion of Anti-Social Forces), Paragraph 4
(7) Article 52 (Liability, etc. of the Company)
(8) Article 53 (Limitation of Liability)
(9) Article 56 (Measures after Termination of Contract and Remaining Terms)
(10) Article 60 (Governing Law)
(11) Article 61 (Agreed Jurisdiction)
(12) Article 62 (Consultation)
Article 57 PCIDSS Compliance
1. when storing, processing, transmitting, or otherwise handling a merchant's customer credit card information, we shall comply with the applicable requirements of the PCI DSS.
- 23 - Article 58.
Article 58 Changes to these Terms and Conditions
We reserve the right to change the Terms and Conditions at our discretion. In the event of modification of the Terms of Service, all matters related to the Service, including fees, shall be governed by the modified Terms of Service. 2.
If the Terms and Conditions are changed, we will notify merchants of the changes or publicly announce them in a manner prescribed by us. 3.
Use of the Service by a merchant after the notification or publication of such changes shall be deemed to indicate the merchant's acceptance of such changes, and the modified Terms and Conditions shall apply to such merchant upon such indication of intent.
Article 59 Severability
If any provision of these Terms and Conditions or part thereof is determined to be invalid or unenforceable under any law or regulation, the remaining provisions of these Terms and Conditions and the remaining portions of any provision determined to be invalid or unenforceable shall remain in full force and effect. We and the merchant shall endeavor to ensure that any such invalid or unenforceable provision or portion is given effect in accordance with its intent, and agree to be bound by the Terms and Conditions as modified. If any provision of these Terms and Conditions, or portion thereof, is held invalid or unenforceable in relation to a particular merchant, its validity in relation to other merchants shall not be affected.
Article 60 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Article 61 Agreed Jurisdiction
The Tokyo District Court shall have exclusive jurisdiction in the first instance over all disputes between the Company and the merchant with respect to this Agreement.
(2) The Tokyo District Court shall be the court of first instance.
(2) The court with jurisdiction over the location of the settlement processor's head office shall be the exclusive court of first instance for any disputes between the settlement processor and the merchant. (3) The provisions of this Article shall apply mutatis mutandis to this Agreement.
This Article shall survive the termination of this Agreement.
Article 62 Consultation
(1) With respect to matters not stipulated in this Agreement or the Merchant Agreement, the Merchant shall consult with SBM, Etc. or each Payment Settlement Service Provider separately regarding the handling guide, handling procedures, etc. (including the contents published on the website of the Payment Settlement Service Provider) and any other standards, etc., and shall consult with SBM, Etc. If there are any other standards, etc., they shall be subject to such standards, etc. Any matter not stipulated in such standards, etc. shall be determined upon consultation between the Company and the merchant in each case. 2.
Any matter not stipulated in this Agreement or any question arising from its interpretation shall be settled amicably through consultation between the Company and the merchant in accordance with the principle of good faith and faith.