Terms

General Terms of Services

Version: March 2017

1. Preamble
Welcome to vpcAsia!

vpcAsia is a high-tech IT company based in Japan,
providing highly specialized and cutting edge IT services
to you and your business, the scope of which being laid
out in the quotation and service agreement signed
between you and vpcAsia GK (“Quotation”, “Service
Agreement”).

These General Terms of Services (“GTS”) form an
integral part of our mutual agreements and the overall
relationship between you and vpcAsia. In case of conflict
between these General Terms and the Service Agreement
or Quotation, Service Agreement and Quotation shall
prevail. In case of conflict of the Service Agreement with
the Quotation, the Service Agreement shall prevail.

2. Availability of Services

Optimized for Japan and Asia, globally upon request.

3. Software Updates
vpcAsia will always try to keep its systems up to date.
However, due to compatibility and insurance of the
availability of its services, certain updates may not be
implemented right after their release. The decision
making authority to update or defer an update lies solely
with vpcAsia.

Client software and other software developed by vpcAsia
in order to install on your systems will be updated
automatically. By using such software you agree to
receive the necessary automatic updates.

4. Security responsibilities
You are responsible for always keeping the computer
you are using to connect to our services up to date. This
includes the implementation of standard security
measures, such as anti-virus software or a firewall where
applicable.

5. Limitation of Liability
a. Insurance
vpcAsia has several backup mechanisms in place in order
to protect your data from any kind of loss caused by us.
In the unlikely event such loss occurs or your data is
temporarily not accessible and any financial loss occurs
to you due to failures on our side, we have no liability.
To achieve addiotnal above industry best pratices
security we can assist in finding an insurance solution.

b. Limitation of Liability
Any further liability of vpcAsia is hereby totally
excluded. If your potential losses may exceed the amount
covered by our insurance, you hereby agree to take
appropriate measures for the protection of your assets
yourself or enter into negotiations with us regarding the
establishment of an insurance contract for your specific
case and at additional cost.

c. Force Majeure
Neither party shall be considered in default or breach of
its obligations to the extent that performance thereof is
prevented by an event of force majeure that arises during
the term of the contractual relationships.

“Event of Force Majeure” means an event beyond the
control of the parties, which prevents a party from
complying with its obligations, including but not limited
to:
 acts of God (such as, but not limited to, fires,
explosions, earthquakes, drought, tidal waves and
floods as well as major changes of the political or
cultural foundation of the jurisdiction of either Party
that affect the usual function of society as a whole);
 war, hostilities (whether war be declared or not),
invasion, act of foreign enemies, mobilization,
requisition, or embargo;
 rebellion, revolution, insurrection, or military or
usurped power, or civil war;
 contamination by radio-activity from any nuclear
fuel, or from any nuclear waste from the combustion
of nuclear fuel, radio-active toxic explosive, or other
hazardous properties of any explosive nuclear
assembly or nuclear component of such assembly;
 riot, commotion, strikes, go slows, lock outs or
disorder, unless solely restricted to employees of the
Supplier or of his Subcontractors; or
 acts or threats of terrorism.

6. Payment Conditions
As long as not stipulated differently in the Service
Agreement, periodical charges are to be paid in advance,
per calendar quarter, based on the invoices issued by
vpcAsia. Services related to the first calendar quarter are
invoiced on a pro rata temporis basis.

Payments shall be made via bank transfer to an account
dedicated by us within 10 days of receipt of the
respective invoice.

7. Termination
a. Ordinary Termination
The term of validity of the Service Agreement is laid out
therein, beginning with the end of the implementation
phase. Both parties may terminate the ongoing
relationship by written notice; the notice period shall be
three months prior to the end of the contract period. If no
notification is given, the contract will automatically be
renewed for another year.
vpcAsia GK Fukoku Seimei Bldg., 2-2-2 Uchisaiwaicho, Chiyoda-ku, Tokyo , 100-0011, Japan Phone +81-3-5985-4414
Confidential

b. Extraordinary Termination by Customer
The Customer has the right to terminate the agreement, if
VPC Asia is in serious breach of any substantial contract
terms. In such case the Customer has to give written
notice within 5 days of such occurrence and allow VPC
Asia to remedy the situation as per Article 16. a).

c. Extraordinary Termination by vpcAsia
vpcAsia reserves the right to suspend or terminate your
access to its services in case you are:
 in breach of any substantial contract terms;
 using the services in any way illegally or in a way
that causes harm or a substantial risk of harm to
vpcAsia or any third parties;
 in default of your payment obligations and have been
notified giving you a reasonable deadline to fulfil
such obligations.
In case of suspension or termination of your services,
vpcAsia will provide you with a written notice thereof
and of the reasons that led to the decision.

8. Discontinuation of vpcAsia’s services
Due to unforeseen events it may at some point become
inevitable for vpcAsia to discontinue its services. In such
a case, vpcAsia will provide you with reasonable prior
notice necessary for the migration of your data to another
service provider or your own system. vpcAsia will try to
accommodate such migration process to its fullest ability.
Any portion of the fees already pre-paid for which no
services can be rendered anymore will be refunded
proportionately.

For the unlike event of bankruptcy, vpcAsia has taken
care to implement a backup provider for a reasonable
timeframe, which will handle the migration process on
its behalf.

For any possible event and at any time, vpcAsia has
sufficient solutions in place to ensure the security and
accessibility of your data.

9. End of the Relationships
In case the provision of services to you by vpcAsia ends
due to cancellation or ending of the contract period,
migration of your data has to be handled according to the
preceding article until the end of the remaining service
period at reasonable cost, generally equal or less than the
original setup cost.

10. Assignment
You may not assign your rights under the Service
Agreement and/or Quotation to any third party without
the prior consent of vpcAsia.

11. No waiver
Non-enforcement of any of your obligations towards
vpcAsia does not constitute a waiver thereof or of VPC
Asia’s right to enforce such obligation later.

12. Modifications
a. To these GTS from time to time
vpcAsia will from time to time have to revise these GTS,
for example in case of a change in the law or applicable
regulations or due to a change in the general scope of our
services. In those cases we will provide you with an
updated version of these GTC via e-mail. The updated
terms will be effective from the longer term of either the
following billing cycle or 30 days after notification.

In case you disagree with the update of a substantial rule
laid out herein, you have an extraordinary right to cancel
the Service Agreement by the end of the deadline for the
change to become effective, unless the change is legally
required.

b. To the service agreement
Changes to the services provided to you by vpcAsia as
laid out in the Quotation and Service Agreement will be
negotiated in case they become necessary on a case by
case basis.
Changes to the Service Agreement due to a change of the
scope of services or the number of users will become
effective from the following month. The monthly price
billed to you will be adjusted automatically.
If such changes lead to a decrease in the monthly price,
such decrease will only be granted up to a reduction of
10% on the original offer over the course of the contract
period.

13. Severability
If any provision of the Service Agreement, the Quotation,
these GTS or any other contractual document between
the parties is found to be unenforceable, this does not
affect the enforceability of the contract as a whole and
the remaining provisions shall remain fully effective. The
unenforceable provision shall be substituted by one that
reflects the parties intent as closely as possible.

14. Confidentiality
Neither Party may, without the prior consent of the other
party, disclose to any third party any confidential
information regarding the other party or other related
parties, unless required under applicable laws and
regulations or required by administrative authorities, or
where such disclosure is directed at any affiliates,
respective attorneys, accountants, tax accountants or
other professionals and advisors, or disclosing to any
third party who assumes reasonable confidentiality
obligations.

15. Applicable Law
All contractual relationships between you and vpcAsia
are exclusively governed by the Laws of Japan. The
place of jurisdiction is Tokyo, Japan.

16. Dispute Resolution
We at vpcAsia are very concerned about our customers’
vpcAsia GK Fukoku Seimei Bldg., 2-2-2 Uchisaiwaicho, Chiyoda-ku, Tokyo , 100-0011, Japan Phone +81-3-5985-4414
Confidential

satisfaction. In case any difficulties may ever arise over
the course of our contractual relations, we would like to
encourage you to first solve disputes in an amicable way.
We therefore have developed the following procedure:

a. Informal Dispute Resolution
You agree to try to resolve any dispute arising under the
Service Agreement amicably, before initiating any of the
following formal proceedings. For this purpose please
contact:

inquiries@vpcasia.jp

If your concern is not addressed and/or not resolved
within 14 days, you as customer are free to choose
between the initiation of arbitration or court proceedings.
Once any one of these two options is pursued, the other
option is barred.

b. Arbitration
In case you choose to initiate arbitral proceedings, any
disputes arising out of or in connection with the Service
Agreement shall be resolved exclusively by arbitration in
the English language pursuant to the rules of the JCAA
(Japan Commercial Arbitration Association) in Tokyo.

c. Court
In case you choose to initiate court proceedings, any
disputes arising out of or in connection with the Service
Agreement shall be submitted to the exclusive agreed
jurisdiction of the Tokyo District Court in the first
instance.