These Terms and Conditions (hereinafter referred to as "these Terms and Conditions") shall apply to the use of the internet research services provided by Net Design Host Co., Ltd. (“Z.com Research”, “we”, “our”), (hereinafter referred to as "Services"). The applicant (hereinafter referred to as “the Applicant”) agrees and consents to be bound by these Terms and Conditions.
1. The Applicant shall enter into the Internet Research Agreement (hereinafter referred to as the "Agreement") by placing an order via e-mail clearly stating that he/she agrees to enter into the Agreement and be bound by these Terms and Conditions, which shall be deemed as an integral part of the Agreement.
2. Z.com Research shall send an e-mail to the Applicant within five (5) business days after the date of the application. The conclusion of the Agreement shall be effected once the email is sent to the Applicant confirming that Z.com Research accepts the application.
3. Notwithstanding the preceding paragraph, the Agreement shall be deemed to have been concluded if five (5) business days have passed without the Applicant's manifestation of intention to refuse the Applicant's application.
1. Upon execution of the Agreement, the Applicant shall entrust Z.com Research with the Services as described in the e-mail at the time of order placement.
2. The outsourcing of the Services shall be a subcontract.
3. Z.com Research is obliged to conduct Internet research as agreed in the Agreement, however, Z.com Research does not guarantee that the Applicant's sales or profits will improve according to the Services rendered by Z.com Research.
If the Applicant does not finalize the Internet research specifications by the specified date, the delivery schedule date shall be changed after due consultation with Z.com Research.
1. Z.com Research shall deliver the results of the Internet research (hereinafter referred to as the "Deliverables") to the Applicant by the scheduled delivery date.
2. If Z.com Research determines that the Deliverables cannot be delivered by the scheduled delivery date, Z.com Research may request the Applicant to, and after consultation with the Applicant, change the scheduled delivery date.
3. The Applicant shall accept the Deliverables within five (5) days from the date of delivery and notify us of the reason if the Deliverables are rejected.
4. If the Applicant fails to notify Z.com Research of the rejection within the period set forth in the preceding paragraph, the Applicant shall be deemed to have passed the acceptance inspection.
The Applicant shall pay to Z.com Research the commission fee in consideration of the works by the due date.
1. Z.com Research may subcontract a portion of the Services to a third party. In this case, Z.com Research shall assume the same responsibility to the Applicant for the actions of the subcontractor as if it is the actions of Z.com Research.
2. The Applicant shall not give instructions directly to the subcontractor, and in the event the subcontractor's actions are based on the instructions of the Applicant, Z.com Research shall not be liable for such actions as set forth in the preceding paragraph.
If a defect that could not be discovered by the acceptance inspection in Article 4 is discovered within one month after delivery of the Deliverables, the Applicant shall be entitled to demand the repair of the defect from us.
1. Any damage incurred by the Applicant in connection with the Agreement shall in no event be limited to the ordinary damages which the Applicant directly and actually incurs due to reasons attributable to Z.com Research.
2. The amount of damages that the Applicant may claim against Z.com Research in connection with the Agreement shall be limited to the amount of the commission fee paid for the Services.
3. If the Applicant causes damage to Z.com Research for reasons attributable to the Applicant, Z.com Research may claim damages from the Applicant (including reasonable attorneys' and other experts' fees and expenses).
The copyright in the Deliverables shall be transferred from Z.com Research to the Applicant upon payment of the service fee.
The Applicant shall not transfer or pledge as collateral all or part of the rights and obligations under the Agreement to any third party without Z.com Research’s consent.
The Applicant and Z.com Research shall not divulge to others any trade or technical secrets or personal information of the other party received under this Agreement for five years after the termination of the Agreement. Provided, however, that this shall not apply to the matters prescribed in the following items:
(1) Information already in the public domain;
(2) Information that becomes part of the public domain through no fault of the receiving party after the receipt of the confidential information;
(3) Information obtained from a third party without the obligation of confidentiality;
(4) Information independently developed without recourse to information disclosed by the other party;
(5) Information that is required to be disclosed by a public agency having authority pursuant to the provisions of laws and regulations;
(6) In the event the Applicant and Z.com Research acquire the personal information held by the other party in the course of executing the contents of the Agreement or receive disclosure from the Applicant, the Applicant and Z.com Research shall take reasonable measures to appropriately store, use or process such personal information in accordance with the provisions of the applicable data protection laws and regulations, and shall not disclose, leak, provide, or allow the use of such personal information by a third party without the written consent of the other party.
In the event the Applicant delays the payment of any monetary obligation under the Agreement, the Applicant shall pay to Z.com Research a late payment charge at the rate of 10% per annum (calculated on a prorated daily basis of 365 days per annum) for the late payment amount from the day following the due date until paid.
Z.com Research shall not be liable to the Applicant in any matter for any warranty other than as provided in the Agreement, including the marketability of the Deliverables or their suitability for a particular purpose in any meaning, and any express or implied warranty in any way.
In the event the Applicant terminates the Agreement for any reason not attributable to Z.com Research, the Applicant shall notify Z.com Research in writing and pay a penalty equal to the service fee multiplied by the progress rate of the Services. The same shall apply in the event the Applicant breaches the Agreement and the Agreement is terminated by Z.com Research.
1. In the event the Applicant or Z.com Research falls under any of the following items, the Agreement may be terminated in whole or in part immediately without giving notice to the other party or providing performance of its obligations. Even in this case, the claim for damages shall not be precluded.
(1) In the event of a breach of the Agreement by the other party;
(2) In the event of suspension of business or rescission of business license or business registration, etc. by a competent authority;
(3) When a seizure, provisional seizure, provisional disposition, compulsory execution, auction for exercise of a security interest, disposition for delinquent tax, or any other similar procedure has been commenced;
(4) When a petition has been filed for an order of commencement of proceedings, etc. for bankruptcy, civil rehabilitation, corporate reorganization or special liquidation;
(5) When a bill or check drawn or accepted by himself/herself becomes dishonored at least once, or when a suspension of payment has been reached;
(6) In the event of dissolution as a result of merger, reduction of capital, abolition or change of business, or resolution for dissolution;
(7) In the event of an accident, industrial dispute, or other event that makes the performance of the Agreement difficult;
(8) In the event of any other material change in assets, credibility or solvency;
(9) Violation of Article 18 (Exclusion of Anti-Social Forces); and
(10) When there has been any fraudulent or other act of disloyalty to the other party.
2. In the event the Applicant or Z.com Research falls under any of the items of the preceding paragraph, the Applicant or Z.com Research shall automatically forfeit the benefit of term and shall immediately repay all debts owed to the other party.
Z.com Research shall be entitled to share with our group companies information pertaining the Applicant obtained hereunder. Provided, however, that Z.com Research group companies may use such information only for the purposes set forth in the following items:
(1) Provision of information on products and services in each business;
(2) Sales and provision of products and services in each business;
(3) Sending information on seminars, exhibitions, and events;
(4) Support for products and services;
(5) Response to inquiries;
(6) Provide of various membership services;
(7) Implementation and Analysis of Questionnaire Surveys;
(8) Performance of agreement; and
(9) Business discussions, meetings and communications.
1. Z.com Research and the Applicant represent and warrant that each party complies and will continue complying with each of the following items in the future.
(1) The party does not fall under any of the categories of anti-social forces (referring to organized crime group members, persons closely related to organized crime groups, persons for whom five years have not elapsed since the party ceased to be a member of organized crime groups, general meeting shops, target logos for social activities, special intellectual violence groups, and other similar groups; the same shall apply hereinafter);
(2) The anti-social forces are not effectively involved in the management of the party;
(3) Non-use of anti-social forces;
(4) Non-provision of funds to anti-social forces; and
(5) The officer shall not engage in any other acts similar to those set forth in the preceding items.
2. In the event that the Agreement is terminated for the reason of the breach of the preceding clause, the defaulting party shall compensate the other party for the damages incurred by the other party. In addition, the defaulting party shall not make any claim against the other party for damages arising from the termination.
Even after the termination of the Agreement, the provisions of Article 9 (Liability), Article 11 (Assignment of Rights and Obligations) to Article 16 (Termination without Notice and Forfeiture of Term), this Article, Article 20 (Governing Law and Jurisdiction), and Article 23 (Modification of Terms and Conditions) shall survive the termination and remain in full force. .
1. The governing law of the Agreement shall be the laws of Thailand.
2. The Applicant and Z.com Research agree that all disputes arising between Applicant and Z.com Research in connection with the Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court or the Tokyo Summary Court as the court of the first instance.
Any matters not stipulated in the Agreement or any doubts arising in connection with the Agreement shall be negotiated and determined in good faith by the parties hereto.
The Applicant shall apply for the conclusion of the Agreement after agreeing to our "Personal Information Protection Policy" and "Handling of Personal Information" in the URL below.
1. Z.com Research may amend these Terms and Conditions by giving one month's notice on the Z.com Research website, provided, however, that in the event that the contents of the changes to these Terms and Conditions are minor changes, such as correction of errors or omissions, or the contents are in conformity with the general interests of the Applicant, Z.com Research may immediately change these Terms and Conditions.
2. If the Applicant is unable to agree to any amendment to these Terms and Conditions, the Agreement may be terminated in the future by submitting a notice to Z.com Research no later than the revision date.
3. The Applicant shall be deemed to have agreed to the amendment if the Applicant does not notify that he or she does not consent to the amendment of these Terms and Conditions by the amendment date.
Z.com Research shall not be liable for any delay or failure in the performance of the Agreement in whole or in part due to war, acts of terrorism, riots, acts of God, alteration, abolition or enactment of laws and regulations, dispositions or orders by public authority, strikes or other acts of the strike, accidents of transportation, or other causes of force majeure.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the validity of the remaining provisions of the Agreement shall not be affected. In doing so, the parties hereto shall negotiate in good faith to replace such invalid provision with the nearest possible provision to the intent of such invalid or unenforceable provision.
Enforced December 1, 2019