Our terms of agreement


Recitals

This Basic Agreement is made and entered into by and between Routing Systems, Co. Ltd. (hereinafter referred to as “Party A”) and the applicant, translator, rewriter, and/or teacher (hereinafter referred to as “Party B”) under the terms and conditions provided for in the following articles concerning the translation, rewriting, and/or English teaching service(s).

Entrustment of Services

Article 1
Party A agrees to entrust part of its translation, rewriting, and/or English teaching services to Party B in accordance with the terms and conditions hereof, and Party B agrees to accept the entrustment.

Definitions

Article 2
As used in this Agreement, the term “translation” shall mean any action to translate a document on the computer or contents stored in a medium such as a tape into another language and store such document or contents in the original or another document or medium such as a tape. This shall, however, exclude the subsequent layout work. The term “rewriting” shall herein mean any action to rewrite a text, a composition, or the like, submitted by a customer who uses one of the services provided by Party A (hereinafter referred to as “Customer”) to make the finished text or composition a polished and accurate piece of work, correcting grammars, expressions, and so forth.

The term “English teaching service” shall indicate any action to give an English lesson to the Customer at a designated time and date of lesson.

Order Specifications

Article 3
This Agreement shall set forth only the basic matters of the agreement relating to the entrustment and the acceptance thereof in respect to the translation, rewriting, and/or English teaching service(s). The details of individual services shall be set forth each time in accordance with the instructions given in the order specifications, electronic mail, and/or information provided or sent by Party A.

Basis of Calculation of the Translation, Rewriting, and English Teaching Fees

Article 4
The basis of the compensation for the translation and rewriting services hereunder shall be calculated based on the original text (original language) or the deliverables (translated or rewritten work), and the basis to be used for the actual calculation shall be specified in separate order specifications and electronic mail.

2 The basis of calculation shall be the number of letters when the language used in the original text or the deliverables that is or are used for the actual calculation is Japanese (or any other language without a space between words), and the number of words for the other languages (languages with a space between words). Any other calculation basis shall be specified in separate order specifications and electronic mail.

3 The basis of calculation of the compensation for the English teaching service(s) shall be the number of lessons provided hereunder with the length of time of each lesson specified, and shall be set forth in separate order specifications and electronic mail.

Completion of Services

Article 5
The translation and rewriting services shall be regarded to be completed when the Customer receives and checks the deliverables which have been sufficiently checked by Party B.

Compensation for Services (Translation, Rewriting, and Teaching Services) and Unit Prices

Article 6
The compensation for the translation and/or rewriting service(s) payable hereunder (translation and/or rewriting fees) shall include the expenses that are necessary for Party B to perform the translation and/or rewriting service(s) maintaining the quality as provided for in Article 10 hereof (expenses for translation and/or rewriting and checking thereof, and communications and other expenses). In regard to the English teaching services, only the fees for telephone calls incurred in connection with the lessons provided hereunder shall be borne by Party A.

2 The unit prices of each service shall be set forth in separate electronic mails and price lists.

Payment of Compensation

Article 7
Party A shall pay to Party B the amount of compensation within sixty (60) days after receipt of the deliverables of the entrusted translation, rewriting, and/or English teaching service(s) from Party B.

Obligation of Confidentiality

Article 8

1. 1. Party B shall not disclose or divulge to a third party any information that it learned in the course of the performance of the Services hereunder, including but not limited to the contents of the deliverables; personal information; business models; and operational know-how, systems or manuals; by any means of communication, including but not limited to the Internet, memories and media, whether oral or written.
2. 2. In the event of any leakage of such information due to a reason attributable to Party B, Party B shall immediately give notice thereof to Party A, and Party B shall accept full responsibility and directly compensate for any damages claimed by the Customer and/or Party A.
3. 3. For the purpose of the foregoing clauses 2. and 3. , Party B shall carry out thorough information control including installation and updating of antivirus software in order to prevent infection by a computer virus and leakage of information caused by illegal access. Furthermore, downloading to and external memory, usage of P2P software, working on a network or computer that is not controlled by Party B, or any form of　printing out are prohibited. Any work created from the services shall be deleted from the computer within one (1) week after the delivery.

Prohibition of Unauthorized Use of Information and Use of Information for Other Similar Services

Article 9
Party B shall not use any information that it learned in the course of the performance of the services hereunder, including but not limited to the contents of the deliverables; personal information; business models; and operational know-how, systems, or manuals for any purpose other than the performance of the services hereunder. In the event that Party B uses such information to launch a similar service or divulges or uses such information for the sake of a third party, Party B shall accept full responsibility, compensate for any damages claimed by Party A, and unconditionally comply with Party A’s order for discontinuance of the services. To avoid such consequence, Party B shall not, for any reason whatsoever, use any information that it learned in the course of its duties for any similar services.

Intellectual Property Right

Article 10
In the event that any work to be protected under the copyright act is created from translation and/or rewriting by Party B hereunder, any copyright (property right) attributed to Party B shall be assigned to Party A pursuant to the terms and conditions hereof unless otherwise specified by the parties hereto. The compensation for the assignment shall be included in the translation and/or rewriting fees payable to Party B by Party A.

Party B’s Obligations

Article 11
Party B shall make efforts to maintain high quality in the performance of the translation and/or rewriting service(s) hereunder. In the event of a refund claim by the Customer due to a defect of Party B in the performance of the service(s), Party A may reduce the translation and/or rewriting fees payable to Party B by giving notice thereof.

Delay in Delivery

Article 12
In the event that the translation and/or rewriting service(s) hereunder is or are estimated not to be completed within the delivery deadline as specified in the order specifications for a reason attributable to Party B, Party B shall immediately give notice thereof to Party A. The measures (the procedure for performing the service(s) and so forth) to be taken shall be discussed by both parties.

A failure to reach an agreement between the parties hereto through such consultation shall not release Party B from any obligations hereunder.

Termination of Agreement

Article 13
In the event of a breach of any of the provisions hereof, either party may terminate this Agreement by giving notice or request to the other party. The termination of this Agreement shall not preclude the terminating party from claiming for damages arising directly from the other party’s breach hereof within the parameters of the translation and/or rewriting fees that Party B has received.

Neither party shall, however, abuse the provisions of this article, and make efforts to maintain a smooth business relationship and build a trusting relationship.

In the event that Party B has not performed any of the services hereunder for over one (1) month, Party A may discontinue the delivery of various e-mail notifications in order to protect personal information and reduce the system load.

Change in Contents of Entrusted Services

Article 14
When Party A makes a change in the contents of the entrusted service(s) due to its own circumstances after Party B has commenced the translation, rewriting, and/or teaching service(s) in accordance with the order specifications exchanged between the parties hereto, both parties shall discuss the various conditions, including the new delivery deadline, quantity or the volume, and translation and/or rewriting fees, and Party A shall give notice thereof in additional order specifications and electronic mail.

Term of Agreement

Article 15
This Agreement shall remain in force for a period of one (1) year from the date of conclusion.

Automatic Renewal

Article 16
This Agreement shall be automatically renewed for a successive term of one (1) year under the same terms and conditions unless either party gives notice of termination one (1) month prior to the expiration thereof, and the same shall apply thereafter.

Article 17
Party B may not subcontract the performance of any of the obligations arising from this Agreement and the order specifications pursuant thereto to any third party without prior consent of Party A.

2 Neither party hereto, without prior written consent of the other party, may transfer or assign any of the rights or obligations hereunder to any third party.

Force Majeure

Article 18
In the event of a failure to perform any of the obligations hereunder by either party due to force majeure, the measures to be taken shall be discussed by both parties.

Survival

Article 19
The provisions of Article 8, Article 9, Article 10, and Article 13 shall survive the termination of this Agreement in accordance with their respective terms.

Mutual Consultation

Article 20
Any questions arising over the provisions herein or any matters not provided for herein shall be settled in good faith through mutual consultation.


Confidentiality Agreement

Article 1 (Usage Restrictions)
Party B shall not,on accepting the entrustment of the Services, use information or documents (including personal information) that are provided or disclosed by Party A by e-mail or other means of communication whether oral or written, in the course of performance of the services hereunder, including but not limited to the contents of the translation or the deliverables (hereinafter referred to as “confidential information”), gained from the services, for any purpose other than the performance of the services hereunder. Personal information constitutes all information related to an individual provided by Party A, including but not limited to the name, address, date of birth, e-mail address that identifies an individual.

Confidential information includes; the fact that Party B has accepted the entrustment of the Services from Party A, the conditions of the acceptance of the entrustment of the Services, and the fact that an agreement has been made and its contents, and any management and technical confidential information of Party A that Party B has learned in the course of the acceptance of the entrustment of the Services.

Article 2 (Party B’s Obligation of Confidentiality)
Party B shall perpetuate any confidential information during the term of this Agreement and for seven (7) years after the term of this Agreement has expired. Furthermore, without receiving advanced written consent from Party A, Party B shall not disclose or divulge any such information to third parties.

(2) Notwithstanding anything in the foregoing to the contrary if proved by Party B as any of the following confidential information shall not include information which:

1. 1. Was known by public prior to receiving the confidential information at the time of disclosure
2. 2. Is or becomes publicly available at the time of disclosure through no fault of or failure to act by Party B
3. 3. Becomes rightfully known after being disclosed to Party B from a rightful third party source without being under an obligation to maintain confidentiality
4. 4. Is requested or required to be disclosed by law or regulation, or is required to be disclosed to public in a judicial or administrative proceeding
5. 5. Is excluded from confidential information by notice from Party A to Party B

(3) Party B shall acknowledge that the confidential information to be disclosed hereunder by Party A has high confidentiality, and shall hold and manage all confidential information with the due diligence of a good manager. Therefore, Party B should carry out thorough information control including installation and updating of an antivirus software in order to prevent infection by a computer virus. Furthermore, duplication of information to a memory media or printing out information shall be prohibited, even for the performance of Services, in order to prevent any possible leakage of such confidential information. Performance of the Services on a network or computer that is not controlled by Party B shall also be prohibited.

Party B shall delete any confidential information obtained in the course of performing the Services from the computer within ten (10) days after the delivery. Party B shall immediately return or destroy upon request of Party A all tangible material and drawings embodying the confidential information provided hereunder or derivative information deriving there from and all other documents or materials (and copies of any of the foregoing), upon;the request from Party A, the completion or termination of the Services, the termination of this Agreement, or termination due to other reasons.

Article 3 (Subcontract)
Party B shall not under any circumstances subcontract the performance of any of the obligations arising from this Agreement.

Article 4 (Term of Agreement)
This Agreement shall remain in force for a period of one (1) year from the date of conclusion. This Agreement shall, however, be automatically renewed for a successive term of one (1) year under the same terms and conditions unless either party gives notice of termination one (1) month prior to the expiration thereof, and the same shall apply thereafter.

(2) The provisions of Article 2 (Party B’s Obligation of Confidentiality), Article 3 (Subcontract), Article 5 (Consultation), Article 6 (Court of Jurisdiction) and this Article shall survive the expiration or termination of this agreement.

Article 5 (Consultation)
In instances of items not stipulated within this Agreement, or differences occurring　regarding interpretation of articles in this Agreement, such shall be resolved through deliberations conducted in good faith between Party A and Party B.

Article 6 (Court of Jurisdiction)
If a solution cannot be achieved through the means defined in the previous article, with regard to all disputes related with or arising from this Agreement, both parties agree that resolution shall be sought via court proceedings held in Tokyo at Tokyo District Court as the initial court of jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate, affixing their respective names and seals, and Party A and Party B, each retain one (1) copy.