Terms of Service Terms

Win Techno Inc. (the “Company” or “we”) provides platform services regarding running, administering and supervising applications, and incidental and related services thereto (the “Services”) for customers who make and enter into an agreement(s) with us (our “Customers” or “you”) in accordance with this Terms and Conditions (this “T&C”). The purpose of this T&C is to stipulate (a) the terms and conditions of the Services and (b) the rights and obligations of the Company and our Customers. This T&C shall apply to any and all relationships between the Company and our Customers regarding the use of the Services. The provisions of this T&C, our rules regarding the Services located at the Company’s website (https://www.win-techno.com/), and any and all documents etc. which the Company sends to our Customers by e-mail, postal mail or other means, shall constitute an integrated part of this T&C. In case of any inconsistency or discrepancy between this T&C and such rules and/or such documents, the provisions of this T&C shall always control.

• 1. Offer

  1. Any person or entity wishing to use the Services shall make offer to the Company by submitting our prescribed application form in a manner designated by the Company. When the Company accepts such offer, a service agreement(s) regarding the use of the Services shall form and come into existence between the Company and our Customers.
  2. The Company may decide whether the Company accepts the offer stipulated in Section 1.1 at our sole discretion in accordance with our internal standards. In no event shall the Company be obligated to disclose reason for acceptance/non-acceptance and our internal standards etc. regardless of possibility of acceptance.
  3. When any matter described in the application form stipulated in Section 1.1 changes, our Customers shall promptly notify the Company of such change in a manner designated by the Company. Even if our Customers suffers any disadvantage due to delay of such change, the Company shall have no obligation against our Customer regarding such disadvantage.

• 2. Description of the Services

  1. The Company provides all or part of the following main services for our Customers, detail of which are stipulated in the manual and specification etc. which the Company provides our Customers in a manner designated by the Company (the “Service Spec”):
     1. Environment construction and introduction support services for Amazon Web Service and other cloud services;
     2. Transition to cloud services for existing systems;
     3. Construction support services for VDI (Virtual Desktop Infrastructure);
     4. System operation, administration, supervision, maintenance etc. services;
     5. Services incidental or related to the above services.
  2. The Company provides the Services 24 hours a day, 365 days a year in accordance with this T&C and the Service Spec.
  3. The Company may change the Service Spec anytime by notifying our Customers 14 days prior to such change in a manner designated by the Company. Provided, however, that the Company may change the Service Spec without prior notice to our Customers in case of emergency or in case where such change is not disadvantageous to our Customers.

• 3. Online Help Desk

  1. The Company provides the following online help desk for our Customer’s inquiry regarding the Services. Online Help Desk: support@win-techno.com
  2. The Company basically sends a reply to an inquiry by email (a) within the day of such inquiry if such inquiry is made before 3:00 pm on our business day, and (b) on the next business day if such inquiry is made after 3:00 pm on our business day or during our holidays.

• 4. Warranties

  1. The Company warrants that the Services operate or work in accordance with the Service Spec under the conditions and environment prescribed by the Company.
  2. The Company warrants that software used in the Services does not infringe third party’s intellectual property rights.
  3. Except for the warranties stipulated in Section 4.1 and 4.2, the Company makes no warranties, express or implied, as to the accuracy, usefulness, reachability, merchantability, fitness for a particular purpose, completeness, recentness or any other matter of the Services.
  4. The Company makes no warranties as to the performance and quality of external systems necessary for providing the Services such as Amazon Web Services. Furthermore, the Company makes no warranties as to the normal provision of the Services in case of such external systems’ defect or outage, or regardless of such external systems’ service provision status etc. The Company shall not be obligated to indemnify regarding or be involved with such external systems’ service or quality etc., therefore, our Customers shall not make any claim or inquiry etc. regarding such external systems against the Company, and shall make such claim or inquiry against such external systems’ operator(s).
  5. The Company makes no warranties as to third party’s website linked by the Services. Furthermore, the Company shall not be obligated to indemnify regarding or be involved with damages or troubles at such linked website.

• 5. Entrustment

  The Company may entrust all or part of the Services to third party.

• 6. Service Fee

  1. Fees for the Services (the “Service Fee”) shall be as stipulated in our fee plan prescribed separately by the Company (the “Fee Plan”).
  2. Our Customers hereby acknowledge and agree that the Fee Plan may be changed at the Company’s or our sales partner’s discretion by notifying our Customers 14 days prior to such change.
  3. Our Customers shall pay the Service Fee to the Company or our sales partner(s) in a manner prescribed separately by the Company. Any cost, expense, fee or charge necessary for payment shall be borne by our Customers.
  4. When our Customers fail to make payment of the Service Fee on the prescribed due date for any reason, our Customers shall pay default interest on the overdue amount at the rate of 14.6% per annum (calculated on the basis of the number of days elapsed and a year of 365 days).

• 7. Service Fee in case of Unavailability

  1. When the Services are unavailable for more than 24 consecutive hours due to any cause not attributable to our Customers such as communication channel or network provider’s failure, outage, fire and natural disaster, the Company discounts or refunds the amount of the Service Fee according to unavailable time (fraction less than 1 hour shall be rounded down). Unavailable time shall be calculated from a point of time when the Company confirms that the Services are unavailable.
  2. When the Services are unavailable due to any cause attributable to our Customers (including, but not limited to, service suspension stipulated in Section 11), the Company shall not be obligated to discount or refund the amount of Service Fee.

• 8. Use of the Services

  1. Our Customers shall use the Services in accordance with this T&C and the Service Spec.
  2. In addition to Section 1.3, when any matter registered or submitted to the Company changes, our Customers shall immediately notify the Company of such change in a manner prescribed by the Company.
  3. When our Customers set or receive ID or password etc. upon use of the Services, our Customers shall strictly administer such ID or password etc. at its own responsibility, and shall not make third party use, lend, transfer, implement change of name, sell etc. such ID or password etc.
  4. The Company shall not be liable for any damages arising from or in connection with our Customers’ administration’s defect or fault upon use of such ID or password etc. When an ID or password etc. matches a Customer’s ID or password etc., such Customer shall be deemed to use the Services by her/himself.

• 9. Consent of our Customers

  In addition to the matters stipulated in this T&C, our Customers consent and agree with the followings upon use of the Services:

  1. The Company may implement our prescribed security check, and as a result of such security check, our Customers may not use the Services;
  2. Any equipment, network or connection line’s facility etc. necessary for use of the Services on the side of our Customers shall be obtained and maintained by our Customers at their own responsibility and cost;
  3. When our Customers use any personal information upon use of the Services, our Customers shall obtain necessary consent of such information’s subject; and
  4. When the Company makes an inquiry on use of the Services, our Customers shall make a reply to such inquiry within a reasonable time period.

• 10. Prohibited Activities

  Our Customers shall not implement the following activities upon use of the Services:

  1. Activities violating applicable laws or related to any crime;
  2. Fraudulent or threating activities against the Company, other Customers or third party, and any other activities disturbing the Services’ operation;
  3. Activities violating public order and morality;
  4. Activities violating intellectual property rights, portrait rights, privacy, fame, reliance, and any other right or interest of the Company, other Customers or third party;
  5. Activities imposing undue burden on the Services’ system or the Company’s server etc.;
  6. Activities using, creating or distributing external tools which use bugs or have effect not usually intended by the Services;
  7. Disassembly, decompile, reverse engineering or other activities analyzing source code of system regarding the Services;
  8. Activities unauthorizedly accessing the Services’ system or unauthorizedly revising or deleting information stored on the Service’s system;
  9. Activities duplicating, transferring, lending or altering programs regarding the Services;
  10. Activities actually or potentially providing any benefits for: an organized crime group or a member or quasi-member of such a group; an affiliated business enterprise of an organized crime group or its directors, officers, shareholders or other party related to such a business enterprise; a corporate racketeer, a hoodlum who claims to advocate for social activities, or a violent group with special intellect or a party related to any of them; a person similar to any of the foregoing (“Organized Crime Group”);
  11. Activities directly or indirectly causing or easing any of the above activities;
  12. Attempting any of the above activities; and
  13. Any other activity which the Company deems inappropriate.

• 11. Suspension of Use

  1. When any of the followings occurs, the Company may suspend our Customers’ use of all or part of the Services by giving prior notice in a manner prescribed by the Company during the following time period. Provided, however, that the Company may immediately suspend our Customers’ use of the Services in case of emergency and under material circumstances:
     1. When payment of the Service Fee by our Customers is delayed for more than 3 months. Suspension period basically continues until the point of time when such Service Fee together with default interest has been fully paid;
     2. When our Customers implement any of the prohibited activities stipulated in Section 10. Suspension period basically continues until the point of time such activities are ceased and solved;
     3. When our Customers breach this T&C (including, but limited to, breach of Section 9), and such breach is not cured within the time period stipulated in our notice in a manner prescribed by the Company. Suspension period basically continues until the point of time when such breach is cured;
     4. When Check or maintenance of computer system regarding the Services is implemented. Suspension period basically continues until completion of such check or maintenance;
     5. When necessity to ensure security safety regarding the Services or users of the Services exists. Suspension period basically continues until the point of time when such security safety has been ensured;
     6. When operation of the Services becomes impossible due to computer’s or network or communication line’s defect, outage, erroneous operation, over access concentration, unauthorized access, hacking etc. Suspension period basically continues until the point of time when operation of the Services becomes possible;
     7. When operation of the Services becomes impossible due to force majeure such as earthquake, thunderbolt, fire, storm, flood, outage, natural disaster. Suspension period basically continues until the point of time when operation of the Services becomes possible; and
     8. When the Company deems necessary to stop or suspend. Suspension period basically continues until the point of time when the cause for which the Company deems necessary to stop or suspend is ceased and solved.
  2. The Company shall not be liable for any of our Customers’ damages arising from or in connection with the Company’s suspension in accordance with this Section 11.
  3. Part of the system necessary for providing the Services depends on external system (such as Amazon Web Services): therefore, when such external system is unavailable, the Services may be unavailable. The Company shall not be liable for any of our Customers’ damages arising from or in connection with such unavailability.

• 12. Intellectual Property Rights

  Intellectual property rights in and to any and all contents regarding the Services (including, but not limited to, sentence, picture, movie, voice, music and other sound, image, software, program, code and other data) (the “Contents”) shall belong to the Company or the Company’s licensor(s).

• 13. Confidentiality and Personal Information

  The Company keeps confidentiality and protects personal information upon provision of the Services in accordance with Act on the Protection of Personal Information of Japan, other laws, regulations and guideline, and our privacy policy.

• 14. Damages

  When either our Customers or the Company suffer damages arising from or in connection with breach of the other party, the non-breaching party may claim such damages against the breaching party. Provided, however, that in no event shall the breaching party be liable to pay the total amount of the Service Fee paid by the concerned Customer to the Company (the total amount of the Service Fee paid for last 6 months if use period of the Services is more than 6 months), if such breach is not due to willful misconduct or gross negligence.

• 15. Indemnification

  When third party claims damages arising from or in connection with our Customers’ use of the Services against the Company, and the Company indemnifies such damages, our Customers shall indemnify the Company for any and all damages the Company suffers. Provided, however, that this Customers’ indemnification obligation shall apply only when the Company complies with the followings:

  1. The Company notifies our Customer(s) of such third party’s claim within a reasonable time period: and
  2. When our Customers gives the Company reasonable instruction as to such third party’s claim in writing, the Company complies with such instruction.

• 16. Termination by our Customers

  1. Our Customers may terminate the service agreement regarding the Services by submitting our prescribed document to the Company. Termination shall take effect as of the end of the month following the month when the Company receives such document.
  2. When the Company falls under any of the followings, our Customers may terminate the service agreement regarding the Services by giving notice to the Company. Provided, however, that our Customers may immediately terminate the service agreement regarding the Services without notice when any of the followings is material.
     1. When the Company breaches this T&C, and after a notice to cure, such breach is not cured within a reasonable time period;
     2. When the Company files a petition for bankruptcy proceeding, special liquidation, civil rehabilitation proceeding or company reorganization proceeding, or a petition for such proceeding is filed against the Company;
     3. When the Company suspends payment or falls into insolvency;
     4. When the Company turns out to be governed by or have relationship with the Organized Crime Group; and
     5. When material event occurs where continuation of the service agreement regarding the Services is impossible or substantially impossible.

• 17. Termination by the Company

  1. When inevitable event occurs where continuation of the Services is impossible or substantially impossible, the Company may terminate the service agreement regarding the Services by giving 14 days prior notice to our Customers in a manner designated by the Company.
  2. When our Customers fall under any of the followings, the Company may terminate the service agreement regarding the Services by giving notice to our Customers. Provided, however, that the Company may immediately terminate the service agreement regarding the Services without prior notice when any of the followings is material.
     1. When our Customers breach this T&C (including, but limited to, breach of Section 9), and after a notice to cure, such breach is not cured within a reasonable time period;
     2. When our Customers implement activities stipulated in Section 11 several times;
     3. When the matters submitted upon application turn out to be not true;
     4. When our Customers file a petition for bankruptcy proceeding, special liquidation, civil rehabilitation proceeding or company reorganization proceeding, or a petition for such proceeding is filed against our Customers;
     5. When our Customers suspend payment or fall into insolvency;
     6. When the Company deems that our Customers are governed by or have relationship with the Organized Crime Group; and
     7. When material event occurs where continuation of the service agreement regarding the Services is impossible or substantially impossible.

• 18. Treatment upon Termination

  1. Upon expiration, termination or cancellation of the service agreement regarding the Services for any reason, our Customers shall delete any and all information obtained through use of the Services. Provided, however, that this deletion obligation shall not apply to information which our Customers are able to certify that our Customers acquired and obtained before commencement of use of the Services.
  2. When our Customers do not delete information as stipulated in Section 18.1, the Company may delete such information and our Customers hereby acknowledge and agree with such deletion by the Company.

• 19. Assignment

  Our Customers shall not transfer all or part of the contractual status, rights or obligations under the service agreement regarding the Services unless otherwise stipulated in this T&C.

• 20. Amendment

  1. The Company may amend this T&C anytime when the Company deems necessary.
  2. When the Company amends this T&C, the Company notifies our Customers of the effective date and contents of the amended T&C on our website or by other appropriate means.
  3. Notwithstanding Section 20.1 and 20.2, the Company will obtain our Customers’ consent when such consent is necessary for amendment of this T&C.

• 21. Notice

  1. When our Customers give notice to or contact the Company, our Customers shall send email to support@win-techno.com unless otherwise stipulated in this T&C.
  2. When the Company gives notice to or contacts our Customers, the Company shall send email to our Customers’ email address or other contact information described in your application form unless otherwise stipulated in this T&C. When the Company gives notice to or contacts such email address or other contact information, our Customers shall be deemed to receive such notice or contact.

• 22. Anti-Organized Crime Group

  The Company and our Customers represent and warrant the followings. When either the Company or our Customers breachs any of the followings, the non-breaching party may terminate the service agreement regarding the Services without notice and may claim damages suffered against the breaching party. The breaching party may not claim damages for termination of the service agreement regarding the Services.

  1. Each of the Company and our Customers and their directors, auditors, officers and executive officers (the “Officers”) are not the Organized Crime Group;
  2. Each of the Company and our Customers and their Officers have no relationship with the Organized Crime Group; and
  3. Each of the Company and our Customers and their Officers do not implement forceful demand, undue demand, threatening speech, violence, discrediting or obstructing the business of third party by spreading rumors or using fraudulent means, and any activity equivalent thereto by themselves or by using the Organized Crime Group.

• 23. Severability

  When any provision or part thereof of this T&C is held invalid or unenforceable due to Customer Contract Act of Japan and other laws and regulations, the remainder of this T&C and the remainder of provision being held invalid or unenforceable shall continue in full force and effect.

• 24. Governing Law and Jurisdiction

  1. This T&C and the service agreement regarding the Services shall be governed by and construed in accordance with the laws of Japan.
  2. The Company and our Customers agree that any and all disputes arising from or in connection with this T&C and the service agreement regarding the Services shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court of Japan.

• Special Provisions regarding Payment Substitute Service

  Section 25 and thereafter stipulate rights and obligations between the Company and our Customers who use our payment substitute service (the “Payment Substitute Service”). In addition to Section 1 to Section 24, Section 25 and thereafter shall apply to our Customers who use the Payment Substitute Service. Section 1 to Section 24 shall apply directly or mutatis mutandis to the matters not stipulated in Section 25 and thereafter where “the Services” shall be replaced by “the Payment Substitute Service” or “the Services or the Payment Substitute Service” if necessary for the purpose of application of Section 1 to Section 24.

• 25. Entrustment of Payment

  When our Customers make offer prescribed by the Company and the Company accepts such offer, a service agreement is made and entered into between the Company and such Customers regarding the use of the Payment Substitute Service as to fees for Amazon Web Service (“AWS”) which is necessary for providing the Services (“AWS Fee”).

• 26. Content of the Payment Substitute Service

  1. The Company makes substitutive payment of AWS Fee to Amazon Web Services, Inc or any of its affiliates (“AWS Inc”) on behalf of our Customers (meaning our Customers who make and enter into the service agreement as stipulated in Section 25, and the same shall apply hereafter).
  2. The Payment Substitute Service shall not mean the Company’s promise to pay service fees which our Customers shall be obligated to pay on behalf of our Customers: therefore, in no event shall the Company be obligated to make substitutive payment of such fees.

• 27. Due Date

  1. The Company basically issues our prescribed invoice to our Customers within 3 business days from the date following the date of our receipt of AWS Inc’s invoice (the “Invoice Issue Deadline”). Provided, however, that when AWS Inc’s invoice includes unclear description or the Company may not ensure the amount of AWS Fees against our Customers, the Company notifies our Customers thereof and may extend the Invoice Issue Deadline.
  2. Our Customers shall pay the amount described in our prescribed invoice stipulated in Section 27.1 by bank transfer to the bank account designated separately by the Company no later than the end of the month when our Customers receive such invoice (the “Due Date”). Any cost, expense, fee or charge necessary for bank transfer shall be borne by our Customers.
  3. Notwithstanding Section 27.2, when the Company specifically stipulates the due date different from the Due Date in our prescribed invoice, our Customers shall pay the invoiced amount no later than such specified due date.
  4. When our Customers fail to make payment as stipulated in this Section 27 for any reason, our Customers shall pay default interest on the overdue amount at the rate of 14.6% per annum (calculated on the basis of the number of days elapsed and a year of 365 days).

• 28. Payment Manner

  1. Our Customers shall pay the amount of AWS Fee described in our prescribed invoice and converted into Japanese Yen (JPY) to the Company. Rate of conversion shall be based on rate of exchange in historical data of foreign exchange quotations publicized by Mizuho Bank, Ltd. as of the date when the Company issues invoice (fraction less than 1 Japanese Yen (JPY) shall be rounded up).
  2. Our Customers may make payment by virtual currency prescribed by the Company.

• 29. Special Provision regarding Reserved Instances Purchase

  1. When our Customers purchase Reserved Instances (“RI”) from AWS Inc and use the Payment Substitute Service for such purchase fee, our Customers shall give prior notice and make advance payment to the Company as stipulated below.
  2. Prior to purchase of RI, our Customers shall give prior notice as to region, instance type, term, payment option and other matters designated separately by the Company (the “Prior Notice Matters”) to the Company.
  3. When our Customers choose advance payment as payment option, such Customers shall give prior notice stipulated in Section 29.2 and make advance payment of the amount necessary for purchase of RI to the Company prior to such purchase in a manner prescribed by the Company.
  4. When our Customers fail to make advance payment stipulated in Section 29.3 and AWS Inc claims advance payment against the Company, the Company shall not be obligated to make such advance payment on behalf of our Customers for any reason.
  5. When our Customers suffer damages arising from or in connection with failure to give prior notice stipulated in Section 29.2 or to make advance payment stipulated in Section 29.3, the Company shall not be liable for such damages.
  6. When our Customers purchase RI and use the Payment Substitute Service for such purchase, such Customers may not terminate the service agreement regarding the Payment Substitute Service until expiration of the agreement regarding such RI between such Customers and AWS Inc. When the term described in your application form is shorter than the term of such RI’s service agreement, the term of the service agreement regarding the Payment Substitute Service shall extend to the end of the term of such RI’s service agreement.

• 30. Termination by the Company

  When our Customers fall under any of the followings, the Company may immediately terminate all or part of the service agreement regarding the Payment Substitute Service without notice. In this case, our Customers shall forfeit the benefit of time as to any and all obligations under the service agreement regarding the Payment Substitute Service:

  1. When our Customers materially breach the service agreement regarding the Payment Substitute Service or the Services;
  2. When our Customers dishonor any check or draft, or suspend payment etc.;
  3. When any bank or financial institution suspends transaction with our Customers;
  4. When any competent authority cancels or suspends business operation of our Customers etc.;
  5. When disposition for failure to pay tax is made against our Customers;
  6. When preliminary injunction, preliminary seizure, injunction, seizure or other forcible execution is made against our Customers;
  7. When our Customers file a petition for bankruptcy proceeding, special liquidation, civil rehabilitation proceeding or company reorganization proceeding, a petition for such proceeding is filed against our Customers, or workout for restructuring debts commences regarding our Customers;
  8. When our Customers suspend business operation or make resolution for dissolution;
  9. When our Customers make resolution for dissolution, merger, or transfer of all or material part of business;
  10. When asset or credit status of our Customers deteriorates, or the Company deems as such; and
  11. When the Company deems any matter equivalent to the above exists.

Amended as of September 1st, 2019