This page is an English translation provided for reference. The original Japanese version (日本語版) is the authoritative text. If there is any discrepancy between the two, the Japanese version prevails.
These Terms set out the conditions of use of the Fixed-Rate Assistant Service (the "Service") operated by values LLC (the "Company"), and the relationship between the Company and the persons who use the Service (the "Users"). These Terms apply to all relationships between Users and the Company in connection with the Service.
If the content of these Terms differs from that of any individual terms, the individual terms shall take precedence over these Terms.
Article 1 (Description of the Service)
The Service is a service in which the Company undertakes the User's back-office work and related ancillary work on a quasi-mandate basis, and provides services in return.
Article 2 (Application to use the Service)
1. A person wishing to use the Service shall agree to these Terms, fill in the required items on the Company's prescribed application form, affix their seal to it, and send it to the Company in paper form or as electronic data.
2. Upon the Company's notice of acceptance to the person wishing to use the Service (by any medium, including telephone, email, or chat), a service agreement for the Service (the "Agreement") shall be deemed concluded in accordance with the contents of the application form.
3. The Company may refuse the acceptance in the preceding paragraph in any of the following cases. In such a case, the Company has no obligation to explain the reason for the refusal.
(1) The application is made by a person other than the person who intends to use the Service
(2) The application is made by a person who has already applied
(3) The applicant, or an officer, employee, or other related party of the applicant, falls under "Organized Crime Group Members, etc." as defined in Article 5
(4) The applicant has previously had a membership registration or application refused, or been removed from membership, in the Service or in another service operated by the Company
(5) The Company otherwise judges that accepting the application would be inappropriate
Article 3 (Prohibited acts)
1. In using the Service, the User must not do any of the following:
(1) Contact a Worker referred to in Article 6, paragraph 1 directly without the Company's permission
(2) Enter into any contract for the provision of services with a Worker referred to in Article 6, paragraph 1, whether an employment contract, a contract for work, an outsourcing agreement, or any other form of contract, during the service period or during the six months after the date the Service ends
(3) Infringe the intellectual property rights, privacy rights, portrait rights, or other rights or interests of the Company or any third party
(4) Violate the Agreement, laws and regulations, or public order and morals, or request the handling of products or services that violate the Agreement, laws and regulations, or public order and morals
(5) Request work that requires a license, permit, registration, or notification, such as medical care, legal representation, preparation of legal documents, or travel agency services
(6) Interfere with, or act in a way likely to interfere with, the operation of the Company's services, including the Service
(7) Make violent demands, make unreasonable demands beyond one's legal responsibility, spread rumors, or use fraudulent means or force to damage the credibility of the other party or interfere with the other party's business, or engage in any similar act, whether personally or through a third party
(8) Allow a third party other than the User to use the Service
(9) Transmit computer viruses or other malicious programs, or leave them in a state in which they can be received
(10) Any other act that the Company judges to be inappropriate
2. The Company may decline to handle any product or service in the Service if it judges that handling it would be inappropriate, such as a product or service related to any of the matters in the preceding paragraph.
Article 4 (Confidentiality)
1. The Company shall manage confidential information that the User discloses to the Company in using the Service with the due care of a prudent manager, and shall not disclose or leak it to any third party without cause.
2. "Confidential information" in the preceding paragraph means all information that the User discloses to the Company for the purpose of using the Service, and all information the Company comes to know in performing the work. However, the following information is excluded from confidential information:
(1) Information that was publicly known before disclosure
(2) Information that the Company already held at the time of disclosure by the User
(3) Information that became publicly known after disclosure through no fault of the Company
(4) Information that the Company lawfully received, without any confidentiality obligation, from a third party that lawfully holds that confidential information
Article 5 (Exclusion of anti-social forces)
1. The User represents and warrants that neither the User nor any of its officers, employees in important positions, or shareholders with substantial influence over its management currently falls under any of the following, and that none of them will fall under any of the following in the future:
(1) An organized crime group, a member of an organized crime group, a person for whom five years have not passed since ceasing to be a member of an organized crime group, an associate member of an organized crime group, a company affiliated with an organized crime group, a corporate racketeer (sokaiya), a person who poses as a social or political activist in order to extort money, a special intelligence violent group, or any other person equivalent to these (collectively, "Organized Crime Group Members, etc.")
(2) A person recognized as having management controlled by Organized Crime Group Members, etc.
(3) A person recognized as having Organized Crime Group Members, etc. substantially involved in its management
(4) A person recognized as unjustly using Organized Crime Group Members, etc., such as for the purpose of obtaining an improper benefit for itself or a third party, or of causing damage to a third party
(5) A person recognized as being involved with Organized Crime Group Members, etc. by providing funds or other conveniences to them
(6) A person whose officers, or whose persons substantially involved in management, have a relationship with Organized Crime Group Members, etc. that is socially reprehensible
2. If the Company judges that the User has breached the warranty in the preceding paragraph, the Company may terminate the Agreement without any notice or demand.
3. If the Company terminates the Agreement under the preceding paragraph, the User shall lose the benefit of time with respect to payment of any debts arising from use of the Service, and shall pay those debts immediately in a lump sum.
4. Even if the User suffers damage because the Company terminated the Agreement under paragraph 2, the Company shall have no obligation to compensate for that damage.
Article 6 (Subcontracting)
1. In order to perform the work under the Service, the Company subcontracts individual tasks to third parties who act as workers ("Workers").
2. When the Company subcontracts under the preceding paragraph, no employment contract or similar labor contract shall be formed between the User and the subcontractor.
3. The User may not specify or control the place or hours of work of the subcontractor, and may not request services beyond what is necessary to perform the work.
4. In the case of paragraph 1, the Company shall impose on the subcontractor confidentiality obligations equivalent to those the Company bears under these Terms.
Article 7 (Fees and payment method)
The User shall pay the Company the usage fee for the current month by the last day of the following month, in accordance with the fee and payment method stated in the invoice.
Bank transfer fees shall be borne by the User.
Upon formation of the agreement for the Service, a certain number of usage hours is granted for each account within a separately specified period. The opportunity to receive services at any time during the hours designated by the Company within that period also forms part of the Service.
Even if the User does not use all of the usage hours within the predetermined period and unused hours remain, the right to use the unused hours expires when that period ends, and unused hours cannot be carried over to the following period.
Article 8 (Term)
1. The term of the Agreement runs from the month that includes the contract start date stated in the application form, for the number of contract months stated in the application form. However, if the Company cannot begin providing the Service on the contract start date due to circumstances such as arranging Workers, the Company shall notify the User of this, and the User shall accept it.
2. Notwithstanding the preceding paragraph, unless the User notifies the Company of termination at least seven days before the end of the term, the Agreement shall be renewed on the same terms as the immediately preceding term, and the same shall apply thereafter.
3. In the case of a special plan such as a campaign, after the term of that plan ends, the Agreement shall automatically switch to the standard plan (three months) and shall then be renewed on the same terms.
Article 9 (Termination of the Agreement)
1. If the Company judges that the User falls under, or is likely to fall under, any of the following, the Company may terminate the Agreement, suspend provision of the Service, or take other measures it considers necessary.
(1) The User violates any provision of these Terms
(2) Payment of the usage fee is delayed for two consecutive months
(3) The User does not respond for seven days or more to inquiries or other requests for a reply from the Company
(4) The Company otherwise considers it necessary
2. Even if the Agreement is terminated, or provision of the Service is suspended, during the term, the usage fee for the month in which this occurs shall be payable in full.
Article 10 (Suspension of the Service)
The Company may suspend or interrupt all or part of the Service, or take other necessary measures, without prior notice to the User, in any of the following cases.
The Company shall not be liable in any way for damage that this causes to the User, except where it results from the Company's intent or gross negligence.
(1) When inspecting or maintaining the equipment used for the Service, whether regularly or in an emergency
(2) When computers, communication lines, or the like stop due to an accident
(3) When the Service cannot be operated due to force majeure such as fire, power outage, or natural disaster
(4) When the Company otherwise judges that suspension, interruption, or other measures are necessary
Article 11 (Cancellation by the User during the term)
Except where the Service can no longer be received on a permanent basis due to the Company's responsibility, the User may not cancel during the term, and may not receive a refund of fees or other amounts already paid.
Article 12 (Disclaimer of warranties and exemption from liability)
1. The Company makes no warranty whatsoever that the Service is fit for the User's particular purpose, or is complete, accurate, lawful, or useful; that the User's use of the Service complies with laws and regulations or internal rules of industry organizations applicable to the User; or that no defects will occur.
2. Even if the User or a third party suffers damage as a result of the User's breach of these Terms or the like, the Company shall not be liable.
3. The Company shall not be liable to compensate for interruption, suspension, termination, unavailability, or change of the Service by the Company; deletion or loss of data sent or received by the User; loss of registered data through use of the Service; malfunction or damage of equipment; or any other damage suffered by the User in connection with use of the Service, except where it results from the Company's intent or gross negligence.
4. If the User causes damage to a third party through use of the Service, or a dispute arises between the User and a third party, the User shall resolve it at its own responsibility and expense. The same applies if the User suffers damage from a third party in connection with use of the Service.
Article 13 (Notices from the Company)
1. When the Company gives notice or communication to the User regarding the Service, it may do so by posting at an appropriate place on a website operated by the Company, or by any other method the Company deems appropriate.
2. A notice or communication under the preceding paragraph shall be deemed to have lawfully reached the User when it is made available for viewing by an unspecified number of people.
Article 14 (Handling of personal information)
The Company shall handle personal information obtained through use of the Service appropriately in accordance with the Company's "Privacy Policy".
Article 15 (Ownership and intellectual property rights)
1. If there are deliverables arising from the Service (the "Deliverables"), ownership and intellectual property rights in them shall transfer from the Company to the User upon delivery of the Deliverables. For copyrights, this includes the rights provided in Articles 27 and 28 of the Copyright Act of Japan, but excludes copyrights in works that the Company or a third party previously held and copyrights in programs capable of general-purpose use.
2. The Company shall exercise utmost care so that the Deliverables do not infringe the intellectual property rights of third parties.
3. If an inquiry, complaint, dispute, or the like actually arises alleging that, in performing the work, a third party's intellectual property rights or other rights have been, or may have been, infringed, the Company shall handle and resolve it at its own expense and responsibility. However, this does not apply if the dispute is based on a cause attributable to the User, such as the User's specific instructions.
Article 16 (Changes to these Terms)
1. The Company may change these Terms without the consent of the contracting party in any of the following cases. In such a case, from the date of the change, the rights and obligations between the Company and the User shall be based on the changed Terms.
(1) The change is to the name of the service or to wording, or is a correction of typographical errors or omissions, and has no substantial effect on the content of these Terms
(2) The change conforms to the general interests of Users
(3) The change does not run counter to the purpose of the contract, and is reasonable in light of the necessity of the change, the appropriateness of the changed content, and other circumstances relating to the change
2. For a change under item (2) or (3) of the preceding paragraph, before the change takes effect, the Company shall notify the User that these Terms will be changed, of the content of the changed Terms, and of the effective date, by posting on this website or by any other method the Company deems appropriate.
3. Even if a change to these Terms under this Article causes disadvantage or damage to the User, the Company shall not be liable in any way, except where it results from the Company's intent or gross negligence.
Article 17 (Governing law and jurisdiction)
These Terms shall be interpreted in accordance with the laws of Japan. If a dispute arises between the User and the Company and litigation becomes necessary, the Tokyo Summary Court or the Tokyo District Court, depending on the amount in dispute, shall be the exclusive agreed court of jurisdiction in the first instance.
August 1, 2022: Established and effective
October 1, 2023: Amended and effective
March 1, 2024: Amended and effective