Terms & Policies
JapanLocal Payment Methods Processing Terms
Last updated: 24 February 2025 (日本語版は、以下のPDFをダウンロードしてください)
1. You agree to the separate General Terms (or Master Service Agreement, if applicable) and Payment Terms when you want to use Payment Services which Airwallex Japan K.K. ("Airwallex", "we", "us", "our")(hereinafter referred to as "Airwallex") provides.
Applicability of each Terms are as follows:
General Terms (or Master Service Agreement, if applicable)
Payment Service Terms and Conditions (“Payment Terms”)
Local Payment Methods Processing Terms and Conditions
General LPM Terms
Specific Payment Terms
These Local Payment Method Terms (“LPM Terms”) constitute a part of Payment Terms. If you do use a Local Payment Method, you must accept and agree to the general Local Payment Method terms (“General LPM Terms”) as well as the terms applicable to any specific Local Payment Method (“Specific LPM Terms”).
2. Capitalised words within these LPM Terms shall have the same meaning as provided for within the Agreement.
3. In the event of any conflict between the LPM Terms and the Payment Terms, these LPM Terms shall prevail, but only to the extent required to resolve such conflict.
4. Further, in the event of any conflict between the General LPM Terms or the Specific LPM Terms in respect to the LPM Terms, the Specific LPM Terms will prevail, but only to the extent required to resolve such conflict.
5. Airwallex may supplement these LPM Terms from time to time where new Local Payment Methods are offered. As Local Payment Methods are controlled by Payment Method Providers, these LPM Terms are subject to change and may be unilaterally modified by Airwallex at any time (a “Change”). The Change will be effective on the date of publication or as notified to the Merchant via email.
6. It is your responsibility to periodically review the LPM Terms in order to ensure that you are aware of, and comply with, the applicable requirements.
A. General LPM Terms
You agree that the following terms are applicable in relation to all Local Payment Methods made available by Airwallex, in addition to any Specific LPM Terms.
1. You may use, access and utilise the Local Payment Method to accept payments from Local Payment Users for sales of your goods and/or services.
2. Your use of the Local Payment Method is subject to:
2.1. these LPM Terms;
2.2. successful registration for and continued right to use the Local Payment Method;
2.3. Each set of Local Payment Rules; and
2.4. the Specific LPM Terms.
3. You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall we or the Local Payment Provider be liable or responsible for any Supporting Infrastructure and Services and any and all related fees and costs shall be for your own account.
4. You shall use the Local Payment Method solely for the Local Payment Transactions that involve products and/or services properly registered with and approved by the Local Payment Provider.
5. You acknowledge and agree that: (1) the Local Payment Provider reserves all right, title and interest in its and its affiliates' Intellectual Property Rights; (2) all rights not expressly granted to you are reserved and retained by the Local Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and (3) the Intellectual Property Rights of the Local Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Local Payment Provider’s express written consent.
6. You acknowledge and agree that the Local Payment Provider shall own the Local Payment User Data, the Local Payment Provider’s Marks and all Intellectual Property Rights in or to Local Payment User Data and the Local Payment Provider's Marks. You undertake to assign or procure the assignment of all Intellectual Property Rights relating to Local Payment User Data to the Local Payment Provider or its nominee for this purpose for no additional consideration immediately upon creation. You acknowledge and agree that the Local Payment User Data shall be deemed to be the Local Payment Provider 's confidential information and you shall only use the Local Payment User Data for the purpose of complying with your obligations under these Terms.
7. You shall display Local Payment Provider’s Marks in accordance with Local Payment Rules and at least as prominently as other Payment Method Provider’s Marks.
8. You understand, acknowledge and agree that:
8.1. you shall ensure the accuracy and completeness of the information and records kept in relation to the Local Payment User and Local Payment Transactions. You shall keep such information records for a period of at least seven (7) years or such longer period as required by the Local Payment Rules from the date of the Local Payment Transaction;
8.2. you shall assume all liabilities for the legality, authenticity, completeness and validity of your instructions given in the course of your use of the Local Payment Method. You undertake to solely assume all risks relating to actions of the Local Payment Provider that are taken in accordance with your instructions or purported instructions;
8.3. you shall indemnify the Local Payment Provider, the Local Payment Provider's partners, and the Local Payment Provider's affiliated companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each an “Local Payment Method Claim”) arising from: (1) your use of the Local Payment Method; (2) any sale or purported sale of products or services by you through the Local Payment Method; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines; or (4) any breach by you of these LPM Terms;
8.4. you shall use counsel reasonably satisfactory to us and/or the Local Payment Provider to defend each indemnified claim. If at any time we and/or the Local Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may take control of the defense at our or the Local Payment Provider's respective expense. You may not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our and/or the Local Payment Provider's prior written consent, which may not be unreasonably withheld;
8.5. you shall agree to Local Payment Provider, including but not limited to processing and accepting any Refund and Chargebacks in accordance with Local Payment Rules;
8.6. where you register for any Local Payment Provider, you agree that such Local Payment Provider:
8.6.1. will settle the Aggregate Payment Amount to Airwallex in respect of any Transaction submitted by Airwallex to such Local Payment Provider; and
8.6.2. may be discharged from its obligation to settle funds once it has settled the Aggregate Payment Amount to Airwallex;
8.7. the Local Payment Provider owes no direct obligations to you and shall not be responsible for any of your goods, services, actions or omissions or liable for your losses, expenses or charges;
8.8. the Local Payment Provider makes no other representations or warranties of any kind, express or implied, to you; and you shall not restrict the Local Payment Method User in any way from using the Local Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount, or implementing a surcharge, unless permitted by Airwallex in writing or required to do so by Applicable Law; and upon termination of our provision of a Local Payment Method, you shall stop offering Buyers that Local Payment Method at checkout, and shall remove all marketing and advertising material related to the relevant Local Payment Provider.
9. You agree the following additional terms will apply in connection with BNPL Transactions:
9.1. You shall:
(a) accept the Buyer’s offer to settle the value of each BNPL Transaction under a BNPL Structure;
(b) enter into a BNPL Agreement with the Buyer in connection with each BNPL Transaction;
(c) immediately sell and assign absolutely to us all of your present and future rights, title and interest in and to the benefit of each BNPL Agreement in respect of such BNPL Transaction (including the right to receive the value of the BNPL Transaction from the Buyer under the BNPL Agreement for such transaction (the “Receivables”)) and authorize us (or the BNPL Provider) to notify the Buyer of such assignment;
(d) immediately notify us and settle the relevant funds to us if a payment for a BNPL Transaction has been made by a Buyer directly to you.
9.2. you represent and warrant:
(a) the execution, delivery and performance by you of each BNPL Agreement has been duly authorised and does not or will not contravene your other obligations or Applicable Laws;
(b) the BNPL Agreement is valid, legally binding and enforceable;
(c) the Receivables are solely owned by you, are not subject to any deduction, discount, set-off, suspension or counterclaim and will be assigned and transferred to us free and clear of all claims, liens, security interests, or other charges or encumbrances;
(d) each assignment from you to us under Clause 11.1 (c) above will be legal, valid, effective and enforceable.
9.3. Payment from the Buyer for the value of each BNPL Transaction under a BNPL Structure is owed to you by the BNPL Provider, and if the BNPL Provider does not settle any such payments to you, you will have recourse only against the BNPL Provider.
9.4. you acknowledge that neither Airwallex nor its affiliates (“Airwallex Group Companies”)provide any lending or credit facility to you or the Buyer by processing BNPL Transactions for you.
10. You agree the following additional terms will apply in connection with Direct Debit Product Transactions:
10.1. We may enable you to use a Direct Debit Product to receive Payments.
10.2. To the extent required by the Applicable Laws and/or Local Payment Rules, you shall notify the Buyer that the Buyer’s bank account will be debited via direct debit to fulfill the Buyer’s payment obligation to you in accordance with the Direct Debit Authorization.
10.3. Where pre-notification is required under Local Payment Rules and/or Applicable Law:
(a) You shall send the Buyers a pre-notification prior to collecting such Payment in accordance with the timeframe required under the Local Payment Rules and/or Applicable Law.
(b) In case of recurring collections, the pre-notification may be sent only once, provided (i) the pre-notification clearly sets out the direct debit amount and the time schedule of the due dates; and (ii) there are no subsequent changes to this information.
(c) We are not responsible, nor liable for you sending any pre-notification as required under any Local Payment Rules and/or Applicable Law.
10.4. You acknowledge that we may impose limits on the amounts that you may receive Payments for via a Direct Debit Product. We shall, at our sole discretion, determine such limits and may change the limits from time to time by providing written notice to you.
10.5. You acknowledge that the Direct Debit Products are not guaranteed payment methods, and there are risks of failed payments and disputes.
10.6. You shall:
(a) comply with the Product Documentation and the Direct Debit Authorization;
(b) be responsible for sending any pre-notification, notification, confirmation and/or any other relevant notice to your Buyers as required under the Local Payment Rules and/or Applicable Law.
(c) if you collect payments from Buyers into your Global Account via a Direct Debit Product that requires a Direct Debit Authorization, execute such Direct Debit Authorization (if applicable) and shall procure that the Buyer executes such Direct Debit Authorization prior to using the Direct Debit Product for that purpose;
(d) ensure the Supporting Infrastructure and Services comply with the requirements set out in the Product Documentation;
(e) comply with all security measures as required or recommended under the Local Payment Rules; and
(f) upon our request, promptly but in any event within the timeframe as we may reasonably require, provide us with any information relating to any Direct Debit Product Transactions and/or Direct Debit Authorisations.
11. The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of these Terms, shall survive and continue to bind you and the Local Payment Provider.
12. Except for Airwallex's Affiliates and Payment Method Providers who can enforce the Merchant's obligations under these LPM Terms, a person who is not a party to these LPM Terms is not entitled to rely upon and enforce the representations, warranties and provisions of these LPM Terms.
13. In this section:
“Applicable Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by the Merchant in connection with the Local Payment Method.
“Direct Debit Authorization” means any agreement, mandate, or any other arrangement required under the Applicable Laws and/or Local Payment Rules to authorize one party to debit another party’s bank account via a Direct Debit Product.
“Direct Debit Product” means the use of direct debit under a Direct Debit Scheme as a method to receive payment from a Buyer.
“Direct Debit Scheme” means any local direct debit scheme we enable you to use from time to time.
“Intellectual Property Rights” means rights in, without limitation, (1) patents, design rights, copyright (including rights in computer software), database rights, trademarks, service marks, logos, moral rights, trade or business names, domain names, confidential information and knowledge and rights protecting goodwill and reputation, in all cases whether registered or unregistered; (2) all other forms of protection having a similar nature or effect anywhere in the world to the right described in (1); and (3) applications for or registrations of any of the above rights described in (1) or (2).
“Supporting Infrastructure and Services” means (1) point-of-sale terminals, supporting hardware and other equipment; (2) terminal financing; (3) local supporting functions; and (4) any other hardware or software systems reasonably required for the purpose of use of the Local Payment Method by a Merchant.
“Local Payment Rules” means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins, requirements issued by the Local Payment Networks or Local Payment Provider from time to time which relate to (amongst other things) Payments, Transactions, Local Payment Methods and the related processing of data.
“Local Payment Transaction” means any transaction between a Merchant and a Local Payment Users which utilises the Local Payment Method.
“Local Payment User” means any person who from time to time is accepted by the Local Payment Provider as a user of the Local Payment Method who purchases goods or services from the Merchant utilising Local Payment Method as the payment solution.
“Local Payment User Data” means the Local Payment Users' names, account information, Local Payment Transaction information, Personal Data and any other information relating to the Local Payment Users and/or their use of the Local Payment Method, which are collected by, generated by, or otherwise coming into yours or the Local Payment Provider’s possession or control.
“Local Payment Transaction” means any Transaction between a Merchant and a Local Payment User which utilises the Local Payment Method.
B. Specific LPM Terms
The below list is not an exhaustive list of the Local Payment Methods offered by Airwallex, and there are Local Payment Methods for which there are no Specific LPM Terms.
The below Local Payment Methods in Japanese language are the original version and legally binding. English versions of those Local Payment Methods are created merely for reference purposes.
Local Payment Methods
DGFT
DGFT - Convenience Store Payment Service Terms of Use
DGFT - Internet Banking Service Terms of Use (Pay-easy)
DGFT - Terms of Use for LINE Pay Payment Service
DGFT - PayPay Online Payment Service Terms of Use
DGFT - Terms of Use for Merpay Payment Service
DGFT - Terms of Use for au PAY (Online Payment) Payment Service
DGFT
Terms of Use for Payment Service Agreement
These Terms of Use for Payment Service Agreement (these “Terms”) provide for the formation of an agreement, rights and obligations, and other agreement terms, etc. between the individual, legal entity, or other group that signed, electronically signed, or affixed its name and seal to the Application Form (as defined in Paragraph (3) of Article 1 (Definitions of Terms) of these Terms) (“Customer”) and DG Financial Technology, Inc. (“DGFT”) in relation to the use of the QR Payment Service (Non-in Store ID Payment), the Payment Service provided by DGFT, (the “Payment Services” as defined in Paragraph (5) of Article 1 (Definitions of Terms)).
Article 1. Definitions of Terms
The following terms used in these Terms shall have the following meanings.
1. “Agreement” means the contract formed between Customer and DGFT, the terms and conditions of which are those written or recorded in these Terms, Each Terms of Payment Service, and the Application Form; provided, however, that with regard to Each Terms of Payment Service, only the terms relating to Each Payment Service actually used by Customer shall be included in the Agreement, and the terms relating to Each Payment Service that is not used shall not be included.
2. “Each Terms of Payment Service” means the terms provided by DGFT that provide for the rights and obligations of Customer and DGFT and the terms and conditions of use relating to Each Payment Service that are attached to these Terms or separately presented by DGFT or the Service Partner.
3. “Application Form” means a document in a form provided by DGFT or an electromagnetic （）record input in a form prescribed by DGFT that communicates and expresses Customer’s application for and intention to use the Payment Services to DGFT, or a document or electromagnetic record that communicates and expresses an additional Each Payment Service or another intention to partially amend the contents of an application.
4. “Payment Service Fees” means the fees that Customer is obligated to pay as the price for the use of the Payment Service, as provided in Article 31 (Payment Service Fees).
5. “Payment Service” means the service of DGFT comprehensively or individually providing the following services in accordance with the provisions of these Terms and Each Terms of Payment Service for which Customer has applied for use in accordance with the provisions of these Terms and Each Terms of Payment Service:
5.1. Provision of the Credit Card Payment Service, Convenience Store Payment Service, E-Money Payment Service, and other Each Payment Service in partnership with Payment Providers;
5.2. Receipt, aggregation, and payment of Payment Amounts from Payment Providers
5.3. Acting as an agent for transmissions relating to administration, negotiation, and processing of agreements with Payment Providers and other administrative matters
5.4. Performance of data transmission, transaction processing (authorization, clearing, cancellation processing, and all other processing occurring in the operation of Each Payment Service) and other Data Processing relating to Each Payment Service.
5.5. Provision of a system to aggregate Settlement Results, etc. and allow them to be confirmed during a specified period; and
5.6. Other services incidental to those of each of the preceding items.
6. “Each Payment Service” means the following Payment Services provided by DGFT in partnership with Payment Providers as part of the Payment Services:
6.1. Convenience store Payment Service;
6.2. Bank Payment Service;
6.3. LINE Pay Payment Service;
6.4. PayPay Online Payment Service;
6.5. Merpay Payment Service;
6.6. au PAY (Online Payment) Payment Service;
6.7. Credit Card Payment Service; and
6.8. Rakuten Pay Payment Service
7. “Payment Providers” means the legal entities, organizations, or businesses providing Each Payment Service to Customer through the Payment Service, as provided in Each Terms of Payment Service.
8. Affiliated Payment Providers” means the businesses that actually collect the Payment Amounts from Payers as affiliates of Payment Providers in relation to providing Each Payment Service as provided in Each Terms of Payment Service.
9. “Payment Business Agreement” means the agreement entered into by DGFT and the Payment Providers providing Each Payment Service that forms the legal basis for DGFT to provide Each Payment Service to Customer.
10. “Payment Provider Merchant Agreement” means the agreement between Customer and the relevant Payment Provider relating to the use of Each Payment Service if a direct agreement is formed between Customer and Payment Providers at the time of the formation of the Agreement.
11. “Payment Data” means, collectively, the information designated by DGFT or Payment Providers that is necessary for Payment Providers to settle payments or conduct other processing under Each Payment Service for Online Shopping between Customer and Payers conducted at a Shop through the Payment Service.
12. “MAP” means the management screens provided by DGFT to Customer through the internet for the purposes of Customer confirming Online Shopping using the Payment Service between Customer and Payers at the Shop, processing Payment Data as separately directed by DGFT for the use of the Payment Service, providing, updating, or amending Merchant Application Data (as defined in Paragraph 3 of Article 3 (Reviews, Etc.), communications from DGFT to Customer through the Service Partner, and other separate provision of services and functions by DGFT to Customer through the Service Partner.
13. “MAP Authentication Information” means, collectively, the ID and password issued by DGFT for the use of MAP by Customer.
14. “Merchant ID” means the identifier allocated by DGFT to identify each Shop following the application procedures pursuant to Article 3 (Reviews, Etc.) or Article 6 (Shop).
15. Shop” means the following shops operated by Customer for the purpose of deriving profit for Customer:
15.1. Virtual shops that actually use the Payment Service for settlement of transactions after Products/Services have been listed or displayed and sold or provided on an internet website and Payers apply for transactions through an integrated sales process on the website (“EC Shop”);
15.2. Shops that actually use the Payment Service for settlement of transactions after Products/Services have been displayed and sold or provided through television and/or radio programs, print media catalogs, and other intangible or tangible sales channels, and Payers apply for transactions in writing or by telephone, e-mail, or other means; and
15.3. Other shops specially recognized by DGFT (including Payment Providers if DGFT determines it to be necessary) in the manner separately designated by DGFT following individual consultation between Customer and DGFT through the Service Partner that actually use the Payment Service
16. “Products/Services” means, collectively, articles and other tangible and intangible objects (represented by but not limited to software, etc., and including other services, rights, etc.) sold or provided by Customer to Payer at a Shop.
17. Payment Amount” means the amount to be paid to Customer by Payer as the countervailing liability for the sale or provision of Products/Services by Customer following Online Shopping between Customer and Payer that is paid by Payment Providers to Customer on behalf of Payer, or that Payment Providers pay to Customer as consideration for the assignment of Customer’s right to demand the price from Payer, and that shall be paid through DGFT and the Service Partner to Customer after Payment Providers connect with Affiliated Payment Providers as necessary.
18. “Contents” means, collectively, all information provided, listed, or displayed by Customer at a Shop.
19. “Payer” means an individual or legal entity that conducts Online Shopping through the Payment Service by applying to purchase Products/Services at a Shop or actually purchasing Products/Services from Customers.
20. “Online Shopping” means transactions for the sale, provision, etc. of Products/Services conducted between Customer and Payers through the Payment Service at a Shop.
21. “Intellectual Property Rights” means, collectively, copyrights (including rights under Articles 27 and 28 of the Copyright Act [refers to Act No. 48 of 1970, includes subsequent amendments thereto. Hereinafter the same]), patents, trademarks, design rights, and all other Intellectual Property Rights, the creations, inventions, ideas, expressions, etc. forming a basis under the statutes for the same, and the rights to receive public registrations forming a basis under the statutes for the same.
22. “Service Partner” means the Airwallex entities that have entered into a Comprehensive Payment Service Agreement with DGFT regarding the provision of the Payment Service and that provide the Payment Service through DGFT.
Article 2. Purposes of the Agreement, Etc.
1. The Agreement provides for the rights and obligations between Customer and DGFT if Customer uses the Payment Service.
2. If there is a contradiction or conflict between the provisions of these Terms and Each Terms of Payment Service, the provisions of Each Terms of Payment Service will take precedence.
Article 3. Reviews, Etc.
1. Customer will fill out an Application Form prescribed by DGFT if it wishes to use the Payment Service. At that time, the representative director of Customer or another person who has the authority to enter into agreements pursuant to the proper internal authorities of Customer (“Customer Authorized Representative”) shall sign, electronically sign, or affix their name and seal to the Application Form. Customer must then submit or transmit the Application Form to DGFT through the Service Partner in the method and by the date designated by DGFT.
2. Customer will specify Each Payment Service that it wishes to use in the Application Form after confirming and consenting in advance to the content of Each Terms of Payment Service. Customer shall then apply to DGFT through the Service Partner for use of the same.
3. Customer must submit the following data relating to Customer, the Shop, etc. (collectively, “Merchant Application Data”) to DGFT through the Service Partner in the form and method and by the date prescribed by DGFT or the Payment Providers in order to use the Payment Service:
3.1. The name, date of birth, address, and telephone number of Customer (if Customer is a legal entity, the name, address, telephone number, and identification number of the legal entity, and the name and date of birth of its representative) and other basic information;
3.2. The types of transactions;
3.3. The Products/Services;
3.4. The name and URL of the Shop;
3.5. The contents of indications pursuant to the Specified Commercial Transactions Act (refers to Act No. 57 of June 4, 1976, includes subsequent amendments thereto. “Specified Commercial Transactions Act”);
3.6. The point of contact for inquiries; and
3.7. Other matters separately prescribed by DGFT in addition to those listed above
4. DGFT will conduct a review in the manner and based upon the standards prescribed by DGFT promptly after receiving Merchant Application Data from Customer. DGFT shall then connect with Payment Providers to request a review of the Merchant Application Data by Payment Providers.
5. DGFT shall promptly notify Customer through the Service Partner of the results of the review when the review by DGFT has ended or when the results of the review by Payment Providers have been obtained.
6. Customer agrees in advance that it may not pass review by the determination of DGFT or Payment Providers, and that in this case it may be unable to use all or part of the Payment Service. In this case, DGFT and Payment Providers shall have no liability for any lost profits or losses incurred by Customer as a result of the determination that it has failed to pass review; Customer acknowledges this. DGFT and Payment Providers shall also have no obligation to individually or specifically disclose or explain to Customer the reasons for the failure to pass review; Customer acknowledges this.
7. If DGFT has given notice of passage under Article 3.5, it will promptly connect Customer with a Merchant ID and MAP Authentication Information through the Service Partner.
8. If Customer does not submit Merchant Application Data to DGFT, Customer does not comply with the forms, methods, and deadlines prescribed by DGFT and Payment Providers, or there is an error, inadequacy, exaggeration, or falsehood in the Merchant Application Data provided by Customer to DGFT (in this Article, collectively, “Merchant Application Data Defects, etc.”), DGFT and Payment Providers shall have no liability for delays in review, failure to pass review, or any other lost profits or losses incurred by Customer as a result of the Merchant Application Data Defects, etc. Customer acknowledges this.
9. Notwithstanding the provisions of Article 3.8, Customer shall respond without delay to any request by DGFT or Payment Providers to Customer to revise, supplement, check, confirm, or otherwise respond to Merchant Application Data in order to cure Merchant Application Data Defects, etc.
10. Customer shall represent and warrant to DGFT that Customer (if Customer is a corporation, its representative director) is not a minor at the time of the application provided in Article 3.2.
Article 4. Changes to Contents of Application, Etc.
1. If Customer desires to add or change the contents of its application for Each Payment Service or other services after making an application as provided in Paragraph 2 of Article 3 (Reviews, Etc.; in this Article, “Changes, Etc.”), they will specify Each Payment Service for which they desire the Changes, Etc., and the contents of the Changes, Etc., in an Application Form. Customer must then apply for the Changes, Etc. by causing Customer Authorized Representative to affix their name and seal, signature, or electronic signature to the Application Form and submit or transmit the Application Form to DGFT through the Service Partner
2. Customer must provide via the Service Partner, Merchant Application Data to DGFT or Payment Providers in accordance with Article 3 (Reviews, Etc.) if DGFT or Payment Providers have directed it in the case of Article 4.1. DGFT shall then, via the Service Partner, notify Customer of the prescribed review and results in accordance with the provisions of that Article. If Customer has received notice from DGFT of the review having passed in this case, the Changes, Etc. shall become effective on the date separately notified by DGFT.
3. If DGFT has directed an application for Changes, Etc. be through MAP or in another form or manner prescribed by DGFT or Payment Providers rather than an Application Form in the case of Article 4.1, Customer shall apply for Changes, Etc. in accordance with such directions, notwithstanding the provisions of Article 4.1.
Article 5. Service Commencement Date, Etc. for Each Payment Service
1. DGFT shall notify Customer through the Service Partner of the commencement date for Each Payment Service (“Service Commencement Date”) assuming passage of the reviews by DGFT and Payment Providers under Article 3 (Reviews, Etc.) once determined.
2. Customer agrees in advance that a portion may be unusable or there may be a delay, etc. in the Service Commencement Date as a result of the reviews by DGFT and Payment Providers if Customer has applied for more than one Each Payment Service.
3. The Agreement shall be formed and shall become effective as of the Service Commencement Date in Article 5.1.
4. If Customer has applied for more than one Each Payment Service. and there is more than one Service Commencement Date, the earliest Service Commencement Date shall be the effective date of the Agreement.
5. Each Payment Service may be used on the assumption that the Payment Provider Merchant Agreement for the relevant Each Payment Service validly exists. Customer agrees in advance that the Agreement will terminate with regard to the relevant Each Payment Service if the relevant Payment Provider Merchant Agreement has terminated. DGFT may also cause the termination of the entire Agreement if the Agreement with regard to Each Payment Service has terminated.
Article 6. Shop
1. Customer and DGFT acknowledge that a Shop shall be the unit of usage of the Payment Service and that rights and obligations under the Agreement shall arise for each Shop.
2. If Customer wishes to add a Shop, it will submit or transmit an Application Form to DGFT through the Service Partner with the name and seal, signature, or electronic signature of Customer Authorized Representative in the manner and by the date designated by DGFT. Customer must then provide the Merchant Application Data for the covered Shop to DGFT through the Service Partner in accordance with Article 3 (Reviews, Etc.). If DGFT has directed Customer to make an additional application in the form and manner designated by DGFT or the Payment Provider rather than an Application Form, Customer shall make the additional application as directed by DGFT or the Payment Provider.
3. The provisions of Article 3 (Reviews, Etc.) shall apply mutatis mutandis to the addition of a Shop.
4. Customer and DGFT agree in advance that all provisions of the Agreement will automatically apply to an added Shop.
Article 7. Delegation to Third Parties
1. DGFT may delegate portions of the services necessary for the provision of the Payment Service to Payment Providers, Affiliated Payment Providers, or other third parties at DGFT’s risk.
2. DGFT shall be fully liable for the selection of contractors, supervision of contractors, and results of services provided by contractors to whom DGFT has delegated portions of the services necessary for the provision of the Payment Service pursuant to Article 7.1, unless the contractor was designated by Customer.
Article 8. Products/Services Sold/Provided
1. Customer shall comply with each of the following provisions in using the Payment Service.
1.1. Products/Services sold or provided, or to be sold or provided, by Customer to Payers at a Shop shall be identical to the Products/Services contained in the Merchant Application Data provided by Customer to DGFT.
1.2. Sell or provide Products/Services without defects based upon the contents of the terms of sale or provision prepared by Customer, product descriptions, and other Contents.
1.3. Create and maintain a communications environment and equipment and other systems that can receive Merchant Application Data, Payment Data, and other data designated by DGFT or Payment Providers that is necessary for the use of the Payment Service from DGFT or Payment Providers through the internet.
1.4. The data listed in Paragraph (3) shall be acquired through lawful and fair means.
1.5. Create and maintain systems for the shipping and after-service of Products/Services sold or provided to Payers.
1.6. Submit related evidentiary documents to DGFT before handling travel products, alcoholic beverages, gift certificates, gold and/or silver bullion, tobacco, revenue stamps, postage stamps, antiques, or other Products/Services for which licenses or approvals must be obtained or notifications must be given, and obtain the prior approval of DGFT and, as necessary, Payment Providers through DGFT.
2. Customer shall not sell or provide the following Products/Services using the Payment Service.
2.1. Those that violate the Act for Controlling the Possession of Firearms or Swords and Other Such Weapons, Narcotics and Psychotropics Control Act, Washington Convention, or other laws, ordinances, etc;
2.2. Living organisms;
2.3. Those that may give rise to criminal acts;
2.4. Those that may cause death or personal injury;
2.5. Those that are obscene or cause abhorrence in normal people;
2.6. Those that arouse an enthusiasm for gambling in ordinary people;
2.7. Those that cause misunderstanding of facts or are falsified;
2.8. Those that infringe the Intellectual Property Rights of third parties;
2.9. Those that infringe the property or privacy of third parties;
2.10. Acts of sales and provision that lower the image of Payment Providers or Affiliated Payment Providers;
2.11. Those that are otherwise offensive to public order and morals; and
2.12. Those that are otherwise determined by Payment Providers to be inappropriate as Products/Services provided to Payers
3. If a third party has commenced litigation, filed an objection, etc. in relation to the Intellectual Property Rights in the Contents, Customer shall resolve it at their own risk.
Article 9. Changes to Provided Information
1. Customer shall notify DGFT through the Service Partner without delay in the manner and by the date designated by DGFT if a change has arisen in the contents of Merchant Application Data provided to DGFT or other matters separately provided by DGFT. They shall then conduct change procedures in the manner separately designated by DGFT if DGFT has deemed it necessary.
Article 10. Use of Payment Service
1. Customer may use the Payment Service to the extent of the purposes of the Agreement and to the extent it does not violate the Agreement.
2. If there is a mistake, inadequacy, or other error in the Payment Data provided by Customer to DGFT, DGFT shall have no liability for any lost profits or losses incurred by Customer due to the processing of the erroneous Payment Data. Customer acknowledges this.
3. Customer shall make arrangements so that Payer will not be unilaterally disadvantaged in relation to any issues with Payer, issues due to system outages, etc. Customer shall also clearly indicate the extent to which Customer will not be liable on the Shop website so that Payer can understand.
4. Customer shall show the structure for ordering and accepting purchases of Products/Services and take measures so that Payer can clearly recognize the time at which a transaction has been formed.
5. Customer shall take measures to prevent erroneous operations, such as displaying confirmation screens so that double transmission or misentry of Payer transaction-related information does not occur.
6. Customer shall comply with Exhibit 1 (Terms and Conditions of Development Software License for Payment Information Processing Service) if it uses software provided by DGFT to Customer through the Service Partner to develop computer programs installed on Customer’s servers (the “Software”) for the purpose of transmitting Payment Data or otherwise controlling communications between Customer and DGFT related to using the Payment Service.
7. If Customer develops the computer programs provided in Article 10.6 using the Software, or develops its own computer programs independently, it shall conduct the development at its own expense and risk and based upon the manuals prescribed by DGFT.
8. Customer shall not handle a Payer who has ordered Online Shopping through the Payment Service discriminatorily to their detriment in comparison to Payers who use other methods of payment, or impose any restrictions to impede Online Shopping by such Payers, without proper reasons. Such acts include, but are not limited to, rejecting orders, demanding other methods of payment, or demanding prices or fees other than in the method of payment.
9. If DGFT or Payment Providers have received objections, complaints, etc. from a Payer or third party relating to the Agreement, they shall promptly notify Customer through the Service Partner. Customer shall then immediately take all necessary measures to resolve them in accordance with the directions given by DGFT or the Payment Providers through the Service Partner or DGFT. It is acknowledged that this notice or directions will not relieve the Customer of its liability to provide compensation.
10. Customer shall make efforts to clearly state the following to Payers on Customer’s website or in other media:
10.1. That Payers shall be adults to the extent possible and that transactions in false names, anonymous names, or otherwise not in the name of the person are prohibited;
10.2. The time of the formation of an agreement between Customer and Payers; and
10.3. The purpose of use of personal information acquired from Payers, and that appropriate security will be carried out
11. If an event listed in Paragraph 2 of Article 40 (Cancellation of Agreement Due to Breach of Agreement, Etc.) has occurred to Customer, Customer shall immediately contact DGFT through the Service Partner. In addition, Customer shall also contact Payers for whom Online Shopping obligations have not been fully performed, and handle them responsibly.
Article 11. Disputes with Payers
1. Customer shall establish a point of contact for complaints, inquiries, etc. from Payers, and promptly respond to complaints and inquiries received through the point of contact. Even if a complaint, dispute, etc. has arisen between Customer and a Payer surrounding a default, defect, invalidity, non-existence, etc. regarding Online Shopping using the Payment Service, Customer shall cause no harm, trouble, etc. to DGFT, Payment Providers, and Affiliated Payment Providers.
2. Customer shall be fully responsible to promptly handle complaints, product returns, product replacements, demands for early termination, advertising interpretation, after-service, etc. from Payers regarding Customer’s Products/Services, and shall cause no trouble whatsoever to DGFT, Payment Providers, and Affiliated Payment Providers.
Article 12. Notices Regarding Products/Services
1. Customer shall list Contents and design and produce notices regarding Products/Services at its own risk and expense. If requested by DGFT or Payment Providers, Customer shall notify DGFT through the Service Partner of the content of the same in advance.
2. Customer shall comply with the following in listing Contents, giving notices regarding Products/Services, and other production of advertising under Article 12.1.
2.1. They will not violate the Specified Commercial Transactions Act, the Act against Unjustifiable Premiums and Misleading Representations (refers to Act No. 134 of 1962; includes subsequent amendments thereto), the Consumer Contract Act (refers to Act No. 61 of May 12, 2000; includes subsequent amendments thereto), the Copyright Act, the Trademark Act (refers to Act No. 127 of 1959; includes subsequent amendments thereto), and other related laws and ordinances (includes laws and ordinances of foreign countries).
2.2. They will not make indications that may cause errors in judgment by Payers.
2.3. They will not make indications that violate public order and morals.
2.4. They will indicate the following matters; provided, however, that Customer shall immediately delete indications of item (vi) if they have been excluded from the Payment Providers, Affiliated Payment Providers, etc. that Customer is able to use.
2.4.1. Name of Customer;
2.4.2. Address of Customer;
2.4.3. Telephone number of Customer;
2.4.4. E-mail address of Customer;
2.4.5 Name of Customer’s representative and sales manager, and method of contacting them;
2.4.6 That Payer may use the methods of payment provided by Payment Providers or Affiliated Payment Providers; and
2.4.7 Other matters deemed necessary by DGFT or Payment Providers
3. If Customer handles multiple currencies other than yen in Online Shopping, it must include prices in yen in its display of the prices of Products/Services.
4. Customer shall accept returns and exchanges of Products/Services and shall clearly state this on the website of the Shop; provided, however, that if Customer is unable to accept returns and exchanges due to the special properties of Products/Services, they shall obtain the consent of Payment Providers through DGFT in advance. Then, if Payment Providers have consented, Customer shall clearly state at the time of sale that returns and exchanges will not be accepted.
Article 13. Prohibited Matters
1. Customer shall not engage in any of the following in using the Payment Service.
1.1. Violations of Article 8 (Products/Services Sold/Provided);
1.2. Alteration of information that may be used through the Payment Service;
1.3. Use of the Payment Service for purposes other than collecting Payment Amounts as provided in the Agreement;
1.4. Transmitting or writing harmful computer programs, etc. to the systems of DGFT or Payment Providers or the computers of third parties (including Payers; the same applies below in this Article);
1.5. Impersonating a third party to use the Payment Service, or causing someone to impersonate Customer to use the Payment Service;
1.6. Acts that infringe or may infringe the Intellectual Property Rights of DGFT, Payment Providers, or third parties;
1.7. Acts that impede or may impede the use or operation of third-party equipment, etc. or equipment used for the Payment Service by DGFT and Payment Providers;
1.8. Violations of the provisions of the Agreement; and
1.9. Other acts that violate or may violate laws and regulations.
2. If DGFT has determined that Customer is engaging or may engage in an act listed under Article 15.1, or Payment Providers have determined that Online Shopping provided by Customer is inappropriate, DGFT may demand through the Service Partner that Customer delete all or part of the Contents of a Shop, or stop the provision of all or part of the Products/Services. Customer shall comply with such demands by DGFT.
Article 14. Ownership of Rights
1. If the Products/Services include third-party copyrights or other rights, Customer shall provide the Products/Services after taking the necessary procedures so as not to receive claims of infringement from the rights holders. These necessary procedures include, but are not limited to, obtaining consent to distribution from the rights holders.
Article 15. Notices
1. Notices from DGFT to Customer shall be performed through the Service Partner, and made by e-mail to the e-mail address of which Customer has notified DGFT in advance through the Service Partner, unless otherwise provided; provided, however, that if transmission outages or other unavoidable circumstances have occurred, notices from DGFT to Customer may be made in another manner determined to be appropriate by DGFT.
2. Notices from DGFT to Customer shall be deemed to have been given to Customer when an e-mail has been transmitted by the Service Partner to the e-mail address of which Customer has notified DGFT under Article 15.1; provided, however, that this shall not apply to the extent of the proviso to Article 15.1.
3. Customer shall maintain a system by which it can view e-mails to Customer once per business day in order to confirm the presence and contents of notices from DGFT. Customer shall notify DGFT of alternative means of notice if there are communications outages or other unavoidable circumstances.
4. If Customer changes its e-mail address, Customer will notify DGFT in advance through the Service Partner by the method prescribed by DGFT.
5. DGFT shall have no liability for losses or expenses incurred by Customer due to Customer failing to give notice under Article 15.3 and 15.4. Customer acknowledges this.
Article 16. Stoppage or Interruption of Payment Service
1. DGFT may stop or interrupt the provision of all or part of the Payment Service in the following cases (for Paragraphs (1), (2), and (4) through (6), including cases that would cause a risk of the same).
1.1. Customer violates Article 13 (Prohibited Matters);
1.2. Customer falls under Paragraph 2 of Article 40 (Cancellation of Agreement Due to Breach of Agreement, Etc.);
1.3. Regular or emergency inspection or maintenance of systems by DGFT, Payment Providers, etc.;
1.4. If deemed necessary by DGFT, Payment Providers, etc. for the appropriate operation of systems;
1.5. If the systems of DGFT, Payment Providers, etc. interfere with the operation of Customer’s servers;
1.6. If the communications circuits used for the services of DGFT, Payment Providers, etc. are congested or unusable;
1.7. If the Payment Service can no longer be operated due to a reason that is not attributable to DGFT (including but not limited to the Force Majeure Event prescribed in Article 34.5);
1.8. If DGFT determines that Customer has violated or is likely to violate the Agreement;
1.9. If the agreement concluded between DGFT and the Service Partner regarding the provision of the Payment Service has ended; or
1.10. In addition to the preceding items, if DGFT or the Payment Provider determines that suspension or interruption is necessary.
2. If DGFT stops or interrupts the Payment Service pursuant to Article 16.1, it shall notify Customer, through the Service Partner, of the reason, implementation date, and period in advance; provided, however, that this shall not apply in cases of emergencies or force majeure (means the “Force Majeure Event” prescribed in Article 34.5).
3. DGFT shall have no liability for poor communications, delays, misdeliveries, or other Payment Service operational failures caused by third-party circuits, Customer’s equipment, etc. used in transmissions between Customer or Payer and DGFT for the Payment Service. Customer acknowledges this.
Article 17. Confidentiality
1. Customer and DGFT shall not disclose or divulge to a third party any service, technical, commercial, or any other confidential information proprietary to the other party that became known pursuant to the Agreement (“Confidential Information”) without the prior written consent of the other party.
2. Notwithstanding the provisions of Article 17.1, information that the receiving party can prove is any of the following shall not be included in “confidential information”:
2.1. Information that was already in the public domain at the time of disclosure, or entered the public domain after disclosure due to no fault of the receiving party;
2.2. Information that the receiving party properly obtained from a third party not subject to a confidentiality obligation;
2.3. Information that the receiving party already held at the time it was disclosed;
2.4. Information that the receiving party independently developed without using the disclosed information; or
2.5. Information that was disclosed by the disclosing party to a third party without imposing a confidentiality obligation.
3. Notwithstanding the provisions of Article 17.1, DGFT may disclose or provide Customer’s Confidential Information to Payment Providers, Affiliated Payment Providers, the Service Partner and other third parties in any of the following cases to the extent necessary for the achievement of the following purposes:
3.1. If used for the provision or maintenance of the Payment Service;
3.2. If used to confirm the identity of a Payer;
3.3. If used for dispute resolution;
3.4. If disclosed to comply with laws, regulations, or an order or guidance, etc., of a government authority or court;
3.5. If statistical data is disclosed in a form that does not identify Customer; or
3.6. If it is disclosed or provided to third parties in accordance with the provisions of the Agreement other than as provided above
4. In Article 17.1, “third party” means a person other than the officers and employees of Customer and DGFT, the attorneys, certified public accountants, and other professionals who have confidentiality obligations under laws and regulations and have been engaged by Customer or DGFT, persons designated by Customer or DGFT and consented to by the other party, and in the case of DGFT, the contractors based on Article 7.1 (Delegation to Third Parties).
5. If the other party has requested it, or if the other party has requested it following the termination of the Agreement for any reason, Customer or DGFT must return or destroy the Confidential Information (including copies, but with regard to DGFT, excluding Personal Information as provided in Article 18 (Handling of Personal Information, Etc.) and Merchant Information as provided in Article 19 (Acquisition, Retention, and Use of Merchant Information); the same applies below in this paragraph) disclosed or provided by the other party as elected by the other party; provided, however, that if DGFT must retain the agreements with Payment Providers and other records of Payment Service transactions as provided by laws and regulations for the term of the aforementioned agreement or the term provided by laws and regulations (the “Retention Period”), and those transaction records contain Customer’s Confidential Information, it shall suffice for them to respond in this manner after the Retention Period has passed.
Article 18. Handling of Personal Information, Etc.
1. If Customer acquires Personal Information (meaning information defined in the Act on the Protection of Personal Information [meaning the statute numbered Act No. 57 of May 30, 2003, as amended] and JIS Q 15001:2006 [Personal information protection management systems―Requirements], and that which Customer and DGFT have agreed to handle as Personal Information) concerning Payers in carrying out Online Shopping with Payers, it shall handle it in the manner and with content that is lawful and appropriate in accordance with the provisions on the Act on the Protection of Personal Information and other laws and regulations (including obtaining the consent of Payers to the provision of Payers’ Personal Information to DGFT, Payment Providers, the Service Partner and Affiliated Payment Providers in furtherance of the provision of the Payment Services (including where provided through other Payment Providers or other Affiliated Payment Providers)).
2. DGFT will maintain the confidentiality of Personal Information for which handling has been delegated to it for the provision of the Payment Service. DGFT shall handle Personal Information in accordance with the provisions of the Agreement and shall not provide, disclose, or leak Personal Information to a third party, or use it other than for providing the Payment Service, without obtaining the prior consent of Customer.
3. DGFT shall designate a Personal Information manager for the handling of Personal Information, and appropriately protect Personal Information under his/her guidance. In addition, DGFT shall take necessary and appropriate measures to prevent the leakage, loss, or damage of Personal Information and otherwise for the security of Personal Information.
4. DGFT must promptly report to Customer if there has been or may be an incident involving Personal Information.
5. Even if the Payment Service has terminated or Customer has made a demand relating to the deletion, etc. of Personal Information, DGFT may retain such Personal Information for the purpose of properly carrying out the business of DGFT (including, but not limited to, performing duties under agreements between DGFT and Payment Providers); provided, however, that this shall not apply if deletion, etc. of Personal Information is required in accordance with laws or regulations, in which case DGFT shall respond in accordance with laws and regulations.
Article 19. Acquisition, Possession, and Use of Merchant Information
1. DGFT and/or Payment Providers will acquire the information provided in 3.1 through 3.14 below (including Personal Information; “Merchant Information”) as deemed necessary by DGFT for the services provided in 2.1 through 2.6 below through the application under the Agreement, etc. and the use of the Payment Service, or from other Payment Providers, financial institutions, etc., and will retain and use it. Such use includes the provision of Merchant Information by DGFT to Payment Providers or Affiliated Payment Providers (including provision through other Payment Providers or Affiliated Payment Providers; the same applies below in this Article). In these cases, DGFT and/or Payment Providers will take the protective measures that DGFT and/or Payment Providers deem appropriate. Customer and its representative (in this Article through Article 22 (Use of Merchant Information Following Termination of Agreement), “Customer, Etc.”) consent to the same.
2. Services
2.1. Review of applications for the Agreement and Payment Provider Merchant Agreements between DGFT and/or Payment Providers and Customer, Etc. (in this Article through Article 22 (Use of Merchant Information Following Termination of Agreement), “Agreements”);
2.2. Transactional determinations in the course of management, etc. following execution of the Agreements;
2.3. Performance of merchant investigation duties following execution of the Agreements;
2.4. Prevention of Unauthorized Use;
2.5. Services pursuant to the Agreements or special agreements ancillary to the Agreements (including, but not limited to, reviews for the continuation of transactions after execution of the Agreements); and
2.6. For services related to the promotion of use of Each Payment Service
3. Merchant Information
3.1. Matters notified by Customer, Etc. at the time of applying for Agreements or at the time of change notifications (including, but not limited to, the names, locations, postal codes, phone numbers, email addresses, account information, corporation numbers, names, addresses, dates of birth, and phone numbers of representatives, and Merchant Application Data for Customer and the Shop)
3.2. Matters related to transactions between Customer, Etc. and DGFT and/or Payment Providers (including, but not limited to, the execution dates of Agreements, registration or enrollment application dates, registration or enrollment dates, terminal identification numbers, Products/Services, etc., form of sales, industry type, etc.);
3.3. State of handling of Each Payment Service by Customer, Etc. (including Payment Data and information concerning authorization applications);
3.4. Customer, Etc. payment usage history collected by DGFT and/or Payment Providers concerning Each Payment Service (meaning the history of sales and provision of Products/Services by Customer, Etc. as a user of Each Payment Service using Each Payment Service);
3.5. Matters stated in a business permit or other confirmed document for Customer, Etc.;
3.6. Matters written or recorded in published information or documents issued by public organizations collected by DGFT and/or Payment Providers through proper and lawful means (including, but not limited to, corporate registries, resident registries, etc.);
3.7. Information published in telephone directories, residential maps, the Official Gazette, etc.;
3.8. If DGFT and/or Payment Providers fail to approve registration or enrollment, the fact of and reasons for the same;
3.9. The fact that an investigation was conducted, and the contents and matters of the investigation, concerning solicitation for a contract for a sale involving the intermediation of an individual credit purchase, etc. as provided in Article 35-3-5 and Article 35-3-20 of the Installment Sales Act (refers to Act No. 159 of 1961, includes subsequent amendments thereto);
3.10. The facts and matters of investigations under the provisions of Article 60(2)(a) or Article 60(3) of the Installment Sales Act Enforcement Regulation;
3.11. The facts and matters of contracts for credit purchase intermediation that were cancelled by individual credit purchase intermediaries or comprehensive credit purchase intermediaries;
3.12. The contents of complaints from Payers to DGFT and/or Payment Providers and the information investigated and collected by DGFT and/or Payment Providers from Payers and other related persons related to such contents; or
3.13. Facts published by administrative organizations, consumer groups, and media organizations (published information following a violation of the Act on Specified Commercial Transactions, etc.), the contents thereof, and information investigated and collected regarding such contentsContents received by DGFT or Payment Providers from mercantile agencies, etc. (insolvency information, etc.).
4. Customer, Etc. shall consent to DGFT and/or Payment Providers using Personal Information in Merchant Information listed above in Article 19.1 for the following purposes;
4.1. Analysis for the development of new products, new functions, new services, etc. in the business of DGFT and/or Payment Providers (meaning the businesses stated in the articles of incorporation of DGFT and/or Payment Providers); or
4.2. Sales information of DGFT, Payment Providers, other Shops, or DGFT affiliates, such as publicity materials, direct mailings, etc. Provided, however, that if Customer, Etc. has requested a stoppage of the sales activities provided in item (2) below, DGFT and/or Payment Providers shall stop it to the extent it does not impede business operations.
5. Customer, Etc. shall consent to DGFT and/or Payment Providers depositing the Merchant Information listed in items (1) through (14) in Article 19.1 with third-party contractors engaged to provide services pursuant to the Agreements to the extent necessary to carry out the services.
6. DGFT may retain Personal Information for the proper business purposes of DGFT (including, but not limited to, performing duties under contracts between DGFT and Payment Providers) even if the Payment Service has terminated or there has been a demand from Customer, Etc. for the deletion, etc. of Merchant Information; provided, however, that this will not apply if the deletion, etc. of Personal Information within Merchant Information is required in accordance with the provisions of laws and regulations, in which case DGFT shall respond in accordance with the provisions of laws and regulations.
7. Customer shall explain the contents of this Article through Article 22 (Use of Merchant Information After Termination of Agreement) to the representative(s) of Customer, and shall guarantee that the representative(s) of Customer consent to the terms thereof.
Article 20. Merchant Credit Information Bureau Use and Registration
1. Customer, Etc. shall consent to the following with regard to Merchant Credit Information Bureaus (the persons listed in Exhibit 2) used or registered by DGFT and/or Payment Providers with regard to Merchant Information:
1.1. That DGFT and/or Payment Providers will check with their contracted Merchant Credit Information Bureaus (“Merchant Credit Information Bureaus”) for the review of execution of Agreements and registration or enrollment applications, management and other transactional decisions following execution of Agreements, and reviews concerning performance of merchant investigation duties and continuation of transactions, and that if information relating to Customer, Etc. is registered, it will be used.
1.2. Information relating to Customer, Etc. prescribed by the Contracted Credit Information Bureau (“Registered Merchant Information”) will be registered with the Contracted Credit Information Bureau, and the members of the bureau will use the Registered Merchant Information. In this case, members will use Registered Merchant Information for the purposes of reviewing registration applications and merchant applications, management and other transactional determinations following registration or enrollment, performance of merchant investigation obligations, and reviews concerning continuation of transactions.
1.3. Registered Merchant Information may be jointly used by members of the Contracted Credit Information Bureau. In this case, the Registered Merchant Information will be used for review of registration or enrollment applications for elimination of fraudulent transactions and protection of consumers, management after registration or enrollment, disclosure, revision, and suspension of use to preserve the accuracy of Merchant Information, etc.
2. The Merchant Credit Information Bureaus with which DGFT and/or Payment Providers contract, managers for joint use, registered information, and scope of jointly used information shall be as stated in Exhibit 2. If DGFT and/or Payment Providers add new Merchant Credit Information Bureaus, they shall give notice in writing or by other means.
Article 21. Non-Consent Relating to Handling of Merchant Information
1. If Customer, Etc. cannot agree to the Merchant Information provided in Article 19 (Acquisition, Retention, and Use of Merchant Information) through Article 20 (Merchant Credit Information Bureau Use and Registration), DGFT and/or Payment Providers may take termination procedures. Termination procedures shall not be taken even if there has been a request for the stoppage of sales information using Personal Information as provided in Paragraph 2(2) of Article 19 (Acquisition, Retention, and Use of Merchant Information).
Article 22. Use of Merchant Information Following Termination of Agreement
1. Even if DGFT and/or Payment Providers do not agree to registration or enrollment, the fact of the application for registration or enrollment shall be used for the purposes provided in Article 19 (Acquisition, Retention, and Use of Merchant Information) (excluding sales information sales information using Personal Information as provided in Paragraph 2(2) of Article 19 (Acquisition, Retention, and Use of Merchant Information)) and pursuant to the provisions of Article 20 (Merchant Credit Information Bureau Use and Registration), regardless of the reason for the non-agreement.
2. DGFT and/or Payment Providers will hold and use Merchant Information and information related to the termination of the Agreements for the period prescribed by laws, regulations, etc. or provided by DGFT and/or Payment Providers to the extent necessary for business after the termination of the Agreements.
Article 23. Provision of Documents, Etc.
1. If DGFT or Payment Providers have requested that Customer provide information or documents, Customer shall promptly comply in accordance with the deadlines and methods designated by DGFT or Payment Providers. Such information and documents include information and documents necessary to operation of Shops and information and documents deemed necessary by DGFT or Payment Providers to provide or maintain the Payment Service.
2. If Payment Providers have requested through DGFT and the Service Provider that Customer cooperate in an investigation regarding matters provided in a Payment Business Agreement between Payment Providers and DGFT, Customer shall promptly comply with the request in accordance with the deadlines and methods designated by Payment Providers.
Article 24. Investigations
1. If any of the following events has occurred, DGFT may, either itself or through a party deemed appropriate and designated (includes the Service Partner, hereinafter the same) by DGFT, investigate Customer to the extent necessary regarding the event. Customer shall comply with the same.
1.1. There has been a leakage, loss, damage, or risk of the same to Confidential Information, Personal Information, or other material information related to the Agreement as provided in Each Terms of Payment Service (including credit card numbers, expiration dates, security codes, and other information under the Credit Card Payment Service; collectively, “Confidential Information, Etc.”) at Customer;
1.2. There has been a leakage, loss, damage, or risk of the same to Confidential Information, Etc. at a third party to which Customer contracted the handling of Confidential Information, Etc.;
1.3. Confidential Information, Etc. has been improperly used with regard to Online Shopping conducted by Customer, or there has been a risk of the same;
1.4. Customer may be in breach of any of the provisions of the Agreement; or
1.5. DGFT has otherwise determined that there is a need to investigate Customer in light of complaints related to Customer’s Online Shopping or other circumstances.
2. An investigation under Article 2x4.1 may be conducted through the following means as necessary:
2.1. By receiving written or oral reports of necessary matters;
2.2. By receiving submission or presentation of documents or other property of Customer in relation to measures for the appropriate handling of Confidential Information, Etc. or the prevention of Unauthorized Use;
2.3. By asking questions of and hearing explanations from Customer, a third party provided in Article 14.1(2), or their officers or employees; or
2.4. By having Customer or the third party provided in Article 24.1(1.2) to enter the facilities or equipment in which Confidential Information, Etc. is handled and investigate the handling of such information
3. An investigation under Article 24.2(2.4) includes a digital forensic investigation (an investigation that includes restoring, collecting, analyzing, etc. records in computers, networking equipment, and other devices that handle information as digital data).
4. DGFT may invoice Customer for the expenses required for an investigation provided in Article 24.1(1.1) through Article 24.1(1.3) and that were newly incurred as a result of the investigation; provided, however, that this does not apply if Customer conducted a voluntary investigation and reported to DGFT.
5. Notwithstanding the provisions of Article 24.1 through Article 24.4, DGFT may ask Customer to provide regular reports on matters separately designated by DGFT.
Article 25. Appropriate Management of Confidential Information, Etc.
1. If it manages Confidential Information, Etc. itself, Customer must take the necessary measures for the appropriate management of Confidential Information, Etc. entirely at the risk and expense of Customer in accordance with related laws, regulations, etc. Customer must also handle Confidential Information, Etc. with the due care of a prudent manager in order to prevent the leakage, loss, or damage of Confidential Information, Etc. If Customer contracts with a third party for the handling of Confidential Information, Etc., it shall appropriately manage the contractor in accordance with related laws and regulations, etc.
2. Customer must take the reasonable measures required by DGFT or Payment Providers for the appropriate management of Confidential Information, Etc. for which it is obligated under Article 25.1 (“Reasonable Measures”).
3. The specific methods and form of Reasonable Measures to be taken by Customer for the appropriate management of Confidential Information, Etc. under Article 25.2 shall be as separately provided by DGFT in a prescribed manner.
4. Notwithstanding the provisions of Article 25.3, DGFT may request that Customer change the methods or form if it is especially necessary for the prevention of leakage, loss, or damage of Confidential Information, Etc. (including, but not limited to, where technological developments, changes in the social environment, or other circumstances have caused the measures in the methods and form provided in Article 25.3 no longer to constitute Reasonable Measures). Customer shall comply with such requests. If Payment Providers have originated a request to DGFT, and DGFT has made a request to Customer under the first sentence of this paragraph pursuant thereto, Customer shall comply with the same.
5. Customer must cooperate in advance with DGFT if it seeks to change the specific methods and form provided in Article 25.4.
Article 26. Response to Incidents
1. If there has been leakage, loss, damage, or risk of the same to Confidential Information, Etc. held by Customer or its Contractor, Customer must take the following measures without delay at its own risk and expense:
1.1. Investigate whether leakage, loss, or damage occurred;
1.2. If leakage, loss, or damage has been confirmed as a result of the investigation under paragraph (1) above, investigate the timing, scope of effect (including specifying the Confidential Information, Etc. subject to the leakage, loss, or damage), facts, and causes thereof;
1.3. Formulate and implement a plan with contents that are necessary and appropriate for the prevention of secondary losses and recurrence considering the results of the aforementioned investigations; and
1.4. Publicly announce, or notify affected Payers of, the facts of the leakage, loss, or damage and the response to prevent secondary losses, as necessary.
2. In a case under the main body of Article 26.1 in which there is a risk of the expansion of the scope of Confidential Information, Etc. subject to leakage, loss, or damage, Customer must immediately take the necessary measures to prevent the expansion of such losses. These measures include, but are not limited to, separation of Confidential Information, Etc. and other related information thereto.
3. Customer shall immediately report a case under the main body of Article 26.1 to DGFT, Payment Providers, the Service Partner and other persons designated by DGFT, and together with this, must report the following matters without delay with regard to the matters listed in Article 26.1:
3.1. Prior to the implementation of any investigation under Article 26.1(1.1) and Article 26.1(1.2), the time and method thereof;
3.2. The progress and results of any investigation under Article 26.1(1.1) and Article 26.1(1.2)
3.3. In relation to Article 26.1(1.3), the contents of the plan and the schedule for its formulation and implementation;
3.4. In relation to Article 26.1(1.4), the time, method, scope, and contents of publication; and
3.5. Other related matters requested by DGFT, Payment Providers, the Service Partner or other persons designated by DGFT.
4. If there has been leakage, loss, or damage to Confidential Information, Etc. held by Customer or its Contractor and Customer has failed to take the measures provided in Article 26.1(1.4) without delay, DGFT, Payment Providers, the Service Partner or other persons designated by DGFT may publish that fact or notify the Payers related to the leaked, lost, or damaged Confidential Information, Etc. without the prior consent of Customer.
Article 27. Measures to Prevent Unauthorized Use
1. When implementing Online Shopping using the Payment Service, Customer must confirm, in accordance with relevant laws, regulations, etc. and with the due care of a prudent manager, that Online Shopping by Payers does not constitute unauthorized use (including impersonation, “Unauthorized Use”).
2. The specific methods and form of measures to be taken for confirmation under Article 27.1 by Customer shall be as separately provided by DGFT in a prescribed manner.
3. Notwithstanding the provisions of Article 27.2, DGFT may request that Customer change the methods or form if and as it is especially necessary due to technological developments, changes in the social environment, or other circumstances. In this case, Customer shall comply with such a request.
4. DGFT shall, at its own risk and expense, resolve any disputes arising due to Customer conducting Online Shopping having mistaken a person other than the relevant individual for a Payer.
Article 28. Handling of Fraudulent Use
1. If there has been Fraudulent Use in Online Shopping provided by Customer, Customer shall conduct a necessary investigation without delay to correct it and prevent recurrence. Customer must also formulate and implement a plan with necessary and appropriate terms for correction and prevention of recurrence based upon the results of the investigation.
2. In a case under Article 28.1, Customer shall immediately report that fact to DGFT, and the Payment Providers through the Service Partner, and other persons designated by DGFT. In addition, Customer must report without delay on (1) the results of the investigation under Article 28.1, (2) the contents of the plan for correction and prevention of recurrence, and (3) the formulation and implementation schedule for the plan for correction and prevention of recurrence.
Article 29. Formulation and Implementation of Corrective Plan
1. In the following cases, DGFT, Payment Providers, or other persons designated by DGFT may request via the Service Partner, that Customer formulate and implement a plan necessary for the correction and improvement of the situation within a designated period of time, in which case Customer shall comply with the request:
1.1. If Customer fails to perform its duties in Paragraphs 2 through 4 of Article 25 (Appropriate Management of Confidential Information, Etc.) or there is a risk of the same;
1.2. If Confidential Information, Etc. held by Customer or a Contractor is leaked, lost, or damaged, or there is a risk of the same, and the duties in Paragraph 1(3) of Article 26 (Response to Incidents) are not performed within a reasonable period of time;
1.3. If Customer has breached or risks breaching Article 27 (Measures to Prevent Unauthorized Use) or Article 28 (Handling of Fraudulent Use of Card Numbers, Etc.);
1.4. If there has been Unauthorized Use of the Payment Service for Online Shopping provided by Customer and the duties in Article 28 (Handling of Fraudulent Use of Card Numbers, Etc.) are not performed within a reasonable period of time; or
1.5. If there is otherwise a duty for DGFT, Payment Providers, or other persons designated by DGFT to take necessary measures for the correction and improvement of Customer pursuant to related laws and regulations, etc. in light of complaints received in relation to Online Shopping provided by Customer or other circumstances.
2. If DGFT, Payment Providers, or other persons designated by DGFT have requested the formulation and implementation of a plan under the provisions of Article 29.1, and have determined that the contents or implementation of the plan formulated by Customer are inadequate, they may, following consultation with Customer, present matters that are deemed necessary and appropriate for the correction and improvement of the same (including the time for implementation) and request that the same be carried out, in which case Customer shall comply therewith.
Article 30. Receipt of Payment Amounts by DGFT as Agent
1. Customer agrees to DGFT receiving Payment Amounts from Payment Providers on behalf of Customer, or the Service Partner receiving Payment Amounts from DGFT on behalf of Customer. In addition, Customer shall grant DGFT and the Service Partner authority as an agent in relation to the receipt of such amounts.
2. Customer agrees in advance that fees collected by Payment Providers may be deducted from Payment Amounts received by DGFT upon Customer’s receipt from DGFT through the Service Partner. The amounts that may be deducted include, but are not limited to, the Payment Service Fees, other fees, expenses, and penalties arising pursuant to the Agreement, and Payment Amounts or Credit Sales Amounts (as defined in Paragraph (14) of Article 1 (Definitions) of the Credit Card Payment Service Terms of Use provided by DGFT) pursuant to Each Service Terms, Etc. that were subject to rejection, withholding, refund claims, etc.
3. Customer may not withdraw all or part of the power of attorney set forth in Paragraph 1 during the period in which the Agreement remains in effect.
4. At the time the Service Partner receives Payment Amounts from DGFT based on the power of attorney set forth in Paragraph 1, Customer's right to claim payment of the Payment Amount from DGFT will be extinguished.
Article 31. Payment Service Fees
1. The Payment Service Fees shall be prescribed in a separate agreement between Customer and the Service Partner.
2. Customer shall pay the Payment Service Fees in the following manner and on the following dates based upon the distinction between Deduction Fees and Payment Fees provided in Paragraph 1 of Article 32 (Settlement of Payment Service Fees and Payment Amounts).
3. Deduction Fees. In accordance with the provisions of Paragraph 2 of Article 32 (Settlement of Payment Service Fees and Payment Amounts), these will be deemed to have been paid by Customer to DGFT when DGFT deducts the Deduction Fees from the Payment Amount upon delivering the Payment Amount to Customer through the Service Partner. The payment date shall be prescribed in an agreement that is to be separately entered into between Customer and the Service Partner.
4. Payment Fees. Payment shall be made by the method prescribed in an agreement that is to be separately entered into between Customer and the Service Partner. The due date for such payments shall be prescribed in said agreement.
Article 32. Settlement of Payment Service Fees and Payment Amounts
1. Settlement of Payment Service Fees shall be made by distinguishing the fees as follows; provided, however, that Customer and DGFT may amend these distinctions in the Application Form if DGFT has specially agreed to do so.
2. Deduction Fees. Means the amount equivalent to the fees to be received after deductions from the Payment Amount by DGFT when DGFT pays the Payment Amount to Customer through the Service Partner.
3. Payment Fees. Means the fee received by the method prescribed in the agreement to be separately entered into between Customer and the Service Partner without deducting the equivalent amount from the Payment Amount.
4. DGFT shall deliver the Payment Amount received from Payment Providers to Customer through the Service Partner. DGFT shall pay it by remittance to the financial institution account designated by the Service Partner after deducting the Deduction Fees from the Payment Amount.
5. If the amount of the Payment Amount is less than the amount of the Deduction Fees, the Payment Amount shall be deducted from the Deduction Fees, and Customer shall pay the shortfall in the amount of Deduction Fees that cannot be collected by DGFT to DGFT, through the Service Partner, by the method and deadline prescribed in the agreement to be separately entered into between Customer and the Service Partner.
6. If Customer has failed to pay Payment Service Fees or other amounts payable to DGFT through the Service Partner pursuant to Article 32.4, Article 32.5, or other provisions of the Agreement by the specified payment date without a reason that DGFT deems to be legitimate, DGFT may make deductions from subsequent Payment Amounts received from Payment Providers pursuant to Article30 (Receipt of Payment Amount by DGFT as Agent) following the payment date and apply the deducted amounts to the payments by Customer to DGFT.
7. If a payment is made by Customer or DGFT to the other in accordance with Article 31 (Payment Service Fees) or Article 32, the party making the payment shall be responsible for financial institution remittance fees and other expenses.
8. If Customer, the Service Partner or DGFT has made a payment to the other party as an obligation under the Agreement, even if the other party is unable to confirm receipt of the payment due to circumstances caused by the other party (circumstances caused by the other party include, but are not limited to, system outages at the other party’s financial institution and errors in the financial institution information provided by the other party), Customer, the Service Partner or DGFT shall be deemed to have performed their obligations at the time they used their financial institution to make a remittance (withdrawal) to the other party’s financial institution; provided, however, that in this case, if the cause was an error in the financial institution information provided by the other party, Customer, the Service Partner or DGFT shall connect with the other party and make efforts to reasonably cooperate so that the other party receives the payment normally (such efforts include, but are not limited to, confirming the correct financial institution information and making the remittance again).
9. If Customer is late in the payment of Payment Service Fees, DGFT may stop providing the Payment Service to Customer. Even in this case, Customer may not be relieved from its obligations to pay the Payment Service Fees for the period of the stoppage. In addition, Customer shall pay the Payment Service Fees to DGFT through the Service Partner in the manner prescribed in the agreement to be separately entered into between Customer and the Service Partner.
10. DGFT may withhold the payment of the Payment Amount to Customer pursuant to Article 23.2 if any of the following has occurred to Customer (which shall include, regarding Paragraphs 1.2 through 1.7 and Paragraphs 1.10) through 1.12, a risk of the same having occurred). In this case, DGFT shall have no obligation to pay default interest or regular interest on the withheld Payment Amount.
10.1. If Merchant Application Data Defects, etc. have occurred due to willful misconduct or gross negligence;
10.2. If it has engaged in an act listed in Article 13 (Prohibited Matters);
10.3. If it falls under Paragraph 2 of Article 40 (Cancellation of Agreement Due to Breach of Agreement, Etc.);
10.4. If a note or check drawn or underwritten by it has been dishonored, or it has otherwise stopped making payments;
10.5. If it has been subject to a petition for attachment, provisional attachment, provisional disposition, or arrears disposition, or it has been subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, voluntary restructuring, or special liquidation, or it has made such a petition, or it has dissolved other than through a merger;
10.6. If it has suspended business or has received an administrative order including a suspension of business from competent authorities;
10.7. If DGFT has determined based on reasonable grounds that Customer’s financial condition or creditworthiness has deteriorated other than as provided in Paragraphs 1.4 through 1.6;
10.8. If it has been determined that it abused the Credit Sales System in using the Payment Service
10.9. If it failed to pay the Payment Service Fees without the consent of DGFT;
10.10. If DGFT has determined that the business or state of Customer violates public order and morals
10.11. If it has breached Article 38 (Exclusion of Anti-Social Forces);
10.12. If it has acted to harm the reputation or credibility of DGFT or Payment Providers or impede their business; or
10.13. If DGFT or Payment Providers otherwise determined it to be inappropriate.
11. If any of the following matters occurs at Customer, DGFT may refuse the payment of the Payment Amount to Customer of Paragraph 4 of this Article or may request Customer to return such a Payment Amount.
11.1. When Customer cancels or withdraws an Online Sale established with the Payer;
11.2. When a complaint or dispute, etc. prescribed in Article 11 (Disputes with Payers) Paragraph 1 has arisen, and such a complaint or dispute, etc. has not been resolved even after 60 days has passed since the date of the Online Sale;
11.3. When the payment of the Payment Amount has been refused or a request for the return of the Payment Amount has been made by the Payment Provider to Customer or DGFT based on a ground prescribed in the Payment Service Agreement or a Merchant Agreement between the Payment Provider and Customer;
11.4. When it is found that an Online Sale has been conducted in violation of the provisions of the Agreement; or
11.5. In addition, when DGFT refuses payment to Customer of the Payment Amount relating to an Online Sale, or has requested the return of the same, at its own reasonable judgement.
Article 33. No Assignment of Position, Etc.
1. Customer may not assign its position under the Agreement to a third party without the written consent of DGFT.
2. Customer must not assign, pledge, offer as collateral, or otherwise dispose of its own claims against DGFT or Payment Providers in relation to the Agreement.
3. If Customer has caused a comprehensive assumption of its position under the Agreement through a merger, company split, or other reorganization under the Companies Act (Act No. 86 of 2005, as amended), it must cause its successor to submit the documents prescribed by DGFT or Payment Providers to DGFT within 30 days of the assumption. If the documents have not been submitted within this period, DGFT may terminate the Agreement without any warning.
Article 34. Liability for Compensation
1. If Customer or DGFT has harmed the other party due to a breach of the Agreement or in relation to the use or provision of the Payment Service, they must provide compensation for the harm; provided, however, that the scope of such compensation liability shall be limited to losses actually and ordinarily incurred by the other party as a direct result and shall not include losses arising due to lost opportunities, lost profits, or other special circumstances, or losses incurred indirectly (including, but not limited to, lost transactional opportunities with Payers at Shops affected by system outages). DGFT shall also have no liability to provide compensation for losses incurred by Customer due to a change, stoppage, interruption, misprocessing, etc. of the Payment Service based upon reasonable or unavoidable circumstances. Customer acknowledges this.
2. The maximum amount of compensation that DGFT will pay to Customer pursuant to the Agreement shall be the total Payment Service Fee paid by Customer to DGFT during the past three months as of the time the compensation was paid, except if due to the willful misconduct or gross negligence of DGFT. This limitation will apply regardless of any default, contractual non-compliance by statute, unjust enrichment, tortious act, or other statutory grounds to demand compensation.
3. Customer and DGFT will resolve any issues arising with third parties due to a breach of the Agreement or in relation to the use or provision of the Payment Service at their own risk and expense.
4. Even in the event that DGFT has become unable to provide all or part of the Payment Service due to the termination of a Payment Business Agreement between DGFT and Payment Providers for any reason, it shall not be deemed a breach of the Agreement, and DGFT shall have no liability for it. Customer acknowledges this.
5. Customer and DGFT, in the event of the performance of an obligation under the Agreement having been impossible or delayed due to earthquake, flood, fire, epidemic of a serious disease, war, civil uprising, riot, terrorism, strike action, defects, malfunctions, or failures in communication lines, such as for the internet, the amendment or abolition of laws and ordinances, the orders of a competent government agency, administrative guidance, or other force majeure event (hereinafter in these Terms referred to as “Force Majeure Event”) shall not bear responsibility to the other party for the inability to perform or the delayed performance. In addition, Customer and DGFT shall not bear the obligation to compensate for the damage incurred by the other party as a result of this, and Customer acknowledges the same.
Article 35. Term of Agreement
1. The term of the Agreement shall commence on its effective date and shall continue until and unless terminated in accordance with this Agreement.
Article 36. Amendment of these Terms, Etc.
1. DGFT shall amend these Terms and Each Terms of Payment Service from time to time. In this case, DGFT shall provide a certain period of prior notice and notify Customer through the Service Partner of the amended contents of these Terms and Each Terms of Payment Service.
Article 37. Exclusion of Anti-Social Forces
1. Customer represents to DGFT that it and its officers, etc. are not any of the following, and covenant that they will not become any of the following in the future:
1.1. A criminal organization;
1.2. A member of a criminal organization;
1.3. A quasi-member of a criminal organization;
1.4. A criminal organization affiliated enterprise;
1.5. A person who may make violent illegal demands, etc. for improper benefits from businesses, etc., and who threatens the safety of citizens’ lives;
1.6. A person who may make violent illegal demands, etc. for improper benefits under the guise or title of a social movement or political activity, and who threatens the safety of citizens’ lives;
1.7. A group or individual other than those listed above who, backed by a relationship with a criminal organization, uses their power or has funding ties with them and is a core of structural improprieties; or
1.8. Another person analogous to those listed above.
2. Customer represents to DGFT that it will not engage in the following acts either by itself or by using third parties:
2.1. Violent demands;
2.2. Improper demands that exceed legal liabilities; Use of threatening language and behavior or violence in relation to transactions
2.3. Spreading rumors, using falsehoods, or using power to harm the credibility or impede the business of the other party; or
2.4. Other acts analogous to those listed above.
3. DGFT may immediately suspend all or part of their transactions with Customer (not limited to transactions pursuant to the Agreement; the same applies below in this Article) or cancel all or part of its agreements with Customer by notice to Customer, without any warning or other procedures being required, if it is reasonably suspected that Customer will breach or has breached the covenants provided above. DGFT shall have no liability to explain or disclose the content and/or basis of such reasonable suspicion to Customer. Customer and DGFT also acknowledge that DGFT shall have no liability for losses, etc. incurred by Customer due to or in relation to the cancellation.
4. Customer acknowledges that if DGFT has incurred losses due to Customer breaching the covenants under Article 37.1 or Article 37.2, Customer will have the obligation to compensate DGFT for said losses.
Article 38. Early Termination
1. Customer may terminate the Agreement by giving the Service Partner notice in writing (including e-mail; the same applies below in this Article) of no less than two months . The effective date of the termination (“Termination Date”) shall be the last day of the month of the day on which two months has passed after the receipt of the writing by DGFT. In this case, Customer need only pay the fees incurred through the Termination Date based upon the contents written or recorded in the Application Form. Furthermore, Customer may not terminate the Agreement for just some of Each Payment Service.
2. DGFT may terminate the Agreement on its desired termination date, even during the effective period of this Agreement, by providing not less than two months’ prior written notice.
3. DGFT may suspend part or all of the Payment Service or terminate the Agreement during the effective term of the Agreement without prior notice to Customer if circumstances have arisen that make it impossible for DGFT to continue to provide part or all of the Payment Service due to events that are not attributable to DGFT, or emergency and unavoidable circumstances.
Article 39. Cancellation of Agreement Due to Breach of Agreement, Etc.
1. If DGFT or a Payment Provider determines that the continuation of the Agreement is inappropriate due to complaints, etc. from Payer, and the reason is not resolved despite DGFT having issued a demand that prescribes a reasonable period of time, DGFT may immediately terminate the Agreement in whole or in part.
2. Notwithstanding the provisions of Article 40.1,, DGFT may immediately cancel the Agreement in whole or in part by notice to Customer, with no warning, if any of the following has occurred regarding Customer:
2.1. If Merchant Application Data Defects, etc. have occurred due to willful misconduct or gross negligence by Customer;
2.2. If it has engaged in an act listed in Article 13 (Prohibited Matters);
2.3. If it has breached Article 33 (No Assignment of Position, Etc.);
2.4. In addition to each of the preceding items, if the Agreement has been violated, and Customer has not rectified the violation despite the issuance of a demand beforehand;
2.5. If a note or check drawn or underwritten by it has been dishonored or it has otherwise stopped making payments; If it has been subject to a petition for attachment, provisional attachment, provisional disposition, or arrears disposition, or it has been subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, voluntary restructuring, or special liquidation, or it has made such a petition, or it has dissolved other than through a merger;
2.6. If it has suspended business or has received an administrative order including a suspension of business from competent authorities;
2.7. If DGFT has determined based on reasonable grounds that Customer’s financial condition or creditworthiness has deteriorated other than as provided in Paragraphs 2.5) through 2.7;
2.8. If it has been determined that it is abusing the Credit Sales System in using the Payment Service;
2.9. If it failed to pay the Payment Service Fees without the consent of DGFT;
2.10. If DGFT has determined that the business or state of Customer violates public order and morals;
2.11. If it has acted to harm the reputation or credibility of DGFT or Payment Providers or impede their business;
2.12. If it has not used the Payment Service in at least one year;
2.13. If it has been found that the contents represented and warranted in Paragraph 10 of Article 3 (Reviews, Etc.) is untrue or there is a risk of the same;
2.14. If DGFT or Payment Providers otherwise determined it to be inappropriate; or
2.15. If the agreement between the Service Partner and Customer is terminated.
3. Notwithstanding the provisions of Article 31.1, Customer may immediately cancel the Agreement in full or in part by notice to DGFT, with no warning, if any of the following has occurred regarding DGFT:
3.1. If a note or check drawn or underwritten by it has been dishonored or it has otherwise stopped making payments;
3.2. If it has been subject to a petition for attachment, provisional attachment, provisional disposition, or arrears disposition, or it has been subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, voluntary restructuring, or special liquidation, or it has made such a petition, or has dissolved other than through a merger;
3.3. If DGFT has suspended business or has received an administrative order including a suspension of business from competent authorities;
3.4. If Customer has determined based on reasonable grounds that DGFT’s financial condition or creditworthiness has deteriorated other than as provided in Paragraphs 3.1 through 3.3;
3.5. If Customer has determined that the business or state of DGFT violates public order and morals; or
3.6. If it has acted to harm the reputation or credibility of Customer or impede its business.
4. If a party has canceled the Agreement in full or in part due to an event listed above in this Article 40, it may demand that the other party provide compensation for losses incurred by it due to the cancellation in accordance with Article 34 (Liability for Compensation).
5. If Customer falls under Article 31.2 or DGFT falls under Article 31.3, the obligations of that party shall be accelerated, and upon demand of the other party, they shall immediately repay all obligations they have to the other party in one lump sum.
Article 40. Measures Following Termination of Agreement
1. If the Agreement has terminated for any reason, Customer shall immediately halt all notices of Products/Services and all solicitations of Products/Services based upon payment through the Payment Service.
2. Online Shopping between Customer and Payers through the Payment Service upon or prior to the termination of the Agreement will be processed between Customer and DGFT in accordance with the Agreement even after the termination of the Agreement, unless individually excluded by DGFT with an explanation of the reasons.
3. Customer agrees in advance that the Agreement will apply to the following matters pursuant to Each Terms of Payment Service in relation to Online Shopping through the Payment Service during the term of the Agreement, even if the Agreement has terminated:
3.1. Cancellation of sale;
3.2. Withholding of payment of sale proceeds;
3.3. Demand for refund of paid sale proceeds; and
3.4. If rights of DGFT or Payment Providers may be exercised, the exercise of such rights by DGFT or Payment Providers
Article 41. Governing Law, Etc.
1. The Agreement shall be written and interpreted in the Japanese language, and interpreted in accordance with the laws of Japan.
2. Customer and DGFT acknowledge that these Terms may be amended based upon consultation between the parties regarding the principal term of the Payment Service Fee, and therefore, these Terms do not constitute standard terms and conditions as defined in Article 548-2 of the Civil Code (means Act No. 89 of 1896, includes subsequent amendments thereto).
Article 42. Agreed Court of Jurisdiction
1. Customer and DGFT agree that the Tokyo District Court shall be the agreed court of exclusive jurisdiction in the first instance if the need for litigation has arisen between Customer and DGFT in relation to the Agreement.
2. If a portion of the Agreement has been determined to be invalid or illegal by a court with jurisdiction, the remaining portions of the Agreement outside the determination of the court shall not be impacted and shall remain in effect.
Exhibit 1 - Payment Information Processing Service Development Software Terms of Use
Customer and DGFT agree as follows in relation to software provided by DGFT (“Software”) for the purpose of developing computer programs used on Customer-side servers for the use of the Payment Service.
Article 1. License of Software
1. DGFT grants Customer through the Service Partner a non-exclusive license to use these Payment Information Processing Service Development Software Terms of Use (the “Payment Software Terms of Use”) to the extent of the following:
1.1. Use of the Software on server equipment properly occupied and managed by Customer (“Server Equipment”) to transmit and receive communications with DGFT equipment as necessary to use the Payment Service, and to develop computer programs that operate on the Server Equipment (“Customer Server Software”) using the Software.
2. This license is conditional upon Customer agreeing to all provisions of the Payment Software Terms of Use.
3. Customer shall follow 3.1 and 3.2 below in paragraph 1 above.
3.1. They shall construct Server Equipment so that the Software and Customer Server Software cannot be copied or altered by third parties, and shall make the Server Equipment accessible and usable in accordance with the operational procedures prescribed by DGFT.
3.2. The use of the Software by the store site operator through the Server Equipment must be in accordance with the restrictions on rights provided in these Terms and the terms and conditions of use, including the limitations on liability of DGFT.
Article 2. Restrictions on Use
1. Protection of Copyrights, Etc.
1.1. Intellectual property rights in the Software shall belong to DGFT and/or the original rights holder.
1.2. Customer shall not remove any indications of intellectual property rights (including, but not limited to, copyright legends included in the Software and indications that it is a DGFT product).
1.3. Customer shall not alter, reverse engineer, decompile, or disassemble Software that is not provided in source code form.
1.4. Customer shall not pledge, lend, assign, etc. its rights pursuant to these Terms to third parties.
2. No Use for Other Purpose.
2.1. Customer shall not use the Software or its components other than for purposes of using the Payment Service.
3. Changes and Updates.
3.1. Customer shall follow the directions in the notices provided in the cases provided in 3.1.1 and 3.1.2 below:
3.1.1. If Customer has been provided with an update, revision, or new release of the Software or its components (collectively, “Revision”) and has been notified to use the Revision, through the Service Partner; and
3.1.2. If Customer has been notified that a change to Customer Server Software by Customer is necessary in response to a change to the Software by DGFT
3.2. Customer agrees in advance that if Customer has failed to follow the directions provided in Article 2.3(1), it may not be possible to ordinarily use the Payment Service, and that DGFT shall have no liability for any resulting damages incurred by Customer or third parties (including, but not limited to, counterparties of Customer).
3.3. These Terms shall also apply to “Revisions” as provided in Article 2.3(1).
3.4. DGFT shall provide technical support for the Software to the extent provided in paragraphs 3.4.1 through 3.4.3 below:
3.4.1. Distribution to Customer of Revisions prescribed by DGFT and installation instructions for such Revisions;
3.4.2. Making it downloadable or viewable by Customer; and
3.4.3. If Customer itself needs to change the Customer Server Software, notifying Customer of the changes to relevant portions of the Software and the method thereof.
Article 3. Export Controls
1. Customer shall comply with export control laws and other applicable laws and regulations when taking the Software to a foreign country.
Article 4. Customer Liability
1. Customer shall develop Customer Server Software at its own risk and expense.
2. Customer shall determine itself whether the Software conforms to the objectives of Customer.
Article 5. DGFT Liability
1. Customer shall use the Software at its own risk. DGFT shall not be liable for any losses incurred by Customer due to erroneous operation, etc. of the Software by Customer, except if attributable to DGFT.
Article 6. Term and Termination
1. The term of the license for the Software shall be identical to the term of the Agreement.
2. Customer shall discard all copies of the Software and terminate the use of it upon the termination of the Software License pursuant to the Payment Software Terms of Use.
Exhibit 2 - Contracted Credit Information Bureaus
Details | Japan Consumer Credit Association Merchant Information Exchange Center (JDM Center) |
Address | Sumisei Nihombashi Kozunamachi Bldg. 14-1 Nihombashi Koamicho, Chuo-ku, Tokyo 103-0016 |
Telephone No. | 03-5643-0011 |
Joint Use Manager | Representative Director: Tetsuo Matsui Japan Consumer Credit Association Merchant Information Exchange Center |
URL | https://www.j-credit.or.jp/ |
Purposes of Joint Use | For the purposes of contributing to the healthy development of credit transactions and protecting consumers by improving the accuracy of reviews when member companies enrolled in the Merchant Information exchange system (“JDM Members”), enter into or continue merchant agreements, eliminating bad merchants, and strengthening merchant security measures by DGFT and/or Payment Providers registering information relating to acts that fail to protect Payers, etc., information related to acts suspected of the same, information for which it is difficult to determine whether it constitutes the aforementioned information, information relating to acts that impede the appropriate management of credit card numbers, etc., and information relating to acts that risk the same with JDM Center, and providing it to JDM Members for their joint use through the Merchant Information exchange system operated as an approved installment sales association as provided in the Installment Sales Act. |
Jointly Used Information | 1. Facts and circumstances of necessary investigations for complaint resolution concerning the merchant, etc. in a comprehensive credit purchase brokerage transaction or individual credit purchase brokerage transaction 2. Facts and circumstances of measures taken to prevent recurrence and respond to complaints concerning the merchant, etc. in comprehensive credit purchase brokerage transactions 3. Facts and circumstances of the cancellation of an agreement pertaining to comprehensive credit purchase brokerage or individual credit purchase brokerage due to acts that fail to protect Payers, etc. in relation to comprehensive credit purchase brokerage or individual credit purchase brokerage services 4. Information of objective facts related to acts that would cause improper harm against a JDM Member, Payer, etc. concerning failures or suspected failures to protect Payers, etc. or cases that cannot be determined to be either 5. Contents of requests from Payers, etc. (not limited to those who have contracted) to JDM Members and those contents that are information of acts or suspected acts that fail to protect users, etc. or cannot be determined to be either 6. Information collected by JDM Center regarding facts published by administrative organs and their contents (published information of violations or potential violations of the Act on Specified Commercial Transactions, etc.) 7. Facts and circumstances of necessary investigations to determine the causes or take measures to prevent the recurrence of leakage or other incidents involving credit card numbers, etc. at the merchant, or suspected cases of the same, in comprehensive credit purchase brokerage transactions 8. Contents of fraudulent use or facts and circumstances of necessary investigations to take measures to prevent recurrence in cases where the occurrences of fraudulent use of credit cards at the merchant, etc. impede or risk impeding the prevention of fraudulent use at the merchant in comprehensive credit purchase brokerage transactions 9. Information relating to failures to comply with the necessary standards required by laws and regulations for the appropriate management of credit card numbers, etc. by merchants in comprehensive credit purchase brokerage transactions 10. In relation to items 7 and 8 above, facts and circumstances of the merchant taking measures to comply with the standards required by laws and regulations, prevent recurrence, etc. 11. Facts and circumstances of an agreement for the handling of credit card numbers, etc. being cancelled due to the merchant failing to comply, or not being expected to comply with the standards required by laws and regulations, in response to guidance for the measures in items 2 and 10 above 12. Information relating to acts that fail to protect Payers, etc. and acts that impede the appropriate management of credit card numbers, etc., other than that listed above 13. The name, address, telephone number, and date of birth of the merchant concerned in each of the items listed above (in the case of a legal entity, the corporation number, name, address, telephone number, and name and date of birth of the representative); provided, however, that this excludes the name and date of birth (in the case of a legal entity, the name and date of birth of the representative) from the information provided in item 5 for which it is difficult to determine whether such an act occurred 14. If a merchant representative participates in the management of another retailer, etc., and information concerning the items listed above is registered with the Contracted Credit Information Bureau, such information |
Registration Period | The aforementioned information will be registered for a term of no more than five years from the registration date, date of completion of necessary measures (date when all necessary measures were completed if multiple measures are necessary), or cancellation date of the agreement. |
Scope of Joint Use | Comprehensive credit purchase brokers, individual credit purchase brokers, advance payment providers, and credit card number, etc. handling contract providers who are Association members and JDM Members as well as JDM center (JDM member names can be confirmed at the aforementioned website.) |
DGFT - Convenience Store Payment Service Terms of Use
These Convenience Store Payment Service Terms of Use (“Convenience Store Payment Terms”) apply in addition to the Terms of Use for Payment Service Agreement (in these Convenience Store Payment Terms, the “Basic Terms”) if Customer uses the Convenience Store Payment Service provided by DGFT pursuant to the Basic Terms. The meanings of defined terms used in the Convenience Store Payment Terms, unless otherwise provided in the terms, shall follow their definitions in the Basic Terms.
Article 1. Definitions of Terms
The following terms shall have the following meanings in the Convenience Store Payment Terms.
1. “Convenience Store Payment Service” means services for collection of Payment Amounts at Shops and related information processing provided by DGFT pursuant to a Convenience Store Collection Service Agreement entered into between DGFT and a Payment Provider.
2. “Convenience Store Collection Service Agreement” means an agreement relating to services for collection of Payment Amounts and related information processing entered into between DGFT and a Payment Provider.
3. “Convenience Store Collection Provider” means an operator of a convenience store chain that has entered into a Convenience Store Collection Service Agreement with DGFT.
4. In the Convenience Store Payment Terms, “Payment Provider” in Article 1 (Definitions of Terms) of the Basic Terms means a Convenience Store Collection Provider.
5. In the Convenience Store Payment Terms, “Affiliated Payment Provider” in Article 1 (Definitions of Terms) in the Basic Terms means a convenience store that is a franchisee of a convenience store chain or a convenience store company affiliated with a Convenience Store Collection Provider.
6. A reference to an article number in the Convenience Store Payment Terms that does not specifically refer to the title of a set of terms refers to an article number in the Convenience Store Payment Terms.
Article 2. Engagement of DGFT, Etc.
1. Subject to Customer’s compliance with these Convenience Store Payment Terms and the Basic Terms, DGFT undertakes the provision of the following services:
1.1. Requests to Convenience Store Collection Providers for collection of Payment Amounts;
1.2. 3Receipt of information relating to deposits of collected Payment Amounts from Convenience Store Collection Providers;
1.3. Receipt of Payment Amounts collected by Convenience Store Collection Providers;
1.4. Other services agreed by Customer and DGFT; and
1.5. Other services related or incidental to those listed above.
2. DGFT may add Convenience Store Collection Providers with whom the Convenience Store Payment Service may be used. Customer shall comply with any request by DGFT through the Service Partner to submit documents or other matters necessary for the procedures upon the addition of a Convenience Store Collection Provider.
3. DGFT shall display the Convenience Store Collection Providers with whom the Convenience Store Payment Service may be used, and the Convenience Store Collection Providers that Customer may use, in MAP.
Article 3. Receipt of Payment Amounts as Agent
1. Customer shall consent to a Payment Provider or its Affiliated Payment Provider (“Payment Provider, Etc.”; the same applies below in the “Convenience Store Payment Terms”) receiving Payment Amounts as an agent of Customer pursuant to the engagement for services provided in Paragraph 1(1.1) of Article 2 (Engagement of DGFT, Etc.). In this case, Customer confirms that a claim for payment of a Payment Amount by Customer against a Payer that arose due to Online Shopping between Customer and the Payer will be extinguished by the Payment Provider, Etc. receiving the Payment Amount.
Article 4. Agreements, Etc. with Payers
1. Customer and DGFT confirm that the sale/provision of Products/Services by Customer are agreements between Customer and Payers (“External Agreements”) and that Payment Providers, Etc. will not be directly or indirectly related to External Agreements. In this case, Payment Providers, Etc. will not be related to External Agreements, including from the shipment of the Products/Services until the completion of receipt by the Payers.
2. If DGFT or a Payment Provider, Etc. has received an objection, complaint, etc. from a Payer or third party in relation to the provision of the Convenience Store Payment Service, they shall promptly notify Customer through the Service Partner. Customer shall also immediately take the necessary measures to resolve the issue in accordance with the directions of DGFT through the Service Partner or Payment Providers, Etc. through DGFT. It is confirmed that the aforementioned notice or directions will not relieve Customer of its obligation to provide compensation for losses.
3. If Customer has received a communication that a response to a Payment Provider, Etc. is necessary (including, but not limited to, a notice pursuant to Article 4.2), Customer shall be obligated to respond to DGFT through the Service Partner with the contents of the measures to be taken, etc. as promptly as possible. In this case, Customer shall implement the necessary measures for Payers (including, but not limited to, measures to stop the shipment of Products/Services) at its own responsibility and cost.
4. Customer shall clearly indicate the following matters to Payers through its website or other multimedia (provided, however, that items 4.4 through 4.6 shall be efforts obligations):
4.1. Payment Providers, Etc. provide payment agency services for Payment Amounts from Payers through convenience stores;
4.2. Payment Providers, Etc. will only accept payments in yen within Japan, and cancellations of Online Shopping with Customer are to take place between Customer and Payers
4.3. Registration and use of Payer personal information;
4.4. Payers will be adults to the extent possible, and applications in the names of third parties are prohibited (including fictitious names, anonymous applications, etc.);
4.5. Time of formation of the External Agreement; and
4.6. Approval that External Agreement is a “standard form agreement” and may be amended from time to time.
5. Customer may not link to the websites created by Payment Providers, Etc. from a website created by Customer.
Article 5. Contents of Convenience Store Payment Service
1. Payment Providers, Etc. will receive the Payment Amounts for Products/Services as listed or registered in the payment request slips or receipt numbers issued or registered to Payer in the collection systems of Payment Providers, Etc. in cash (Japanese yen) on behalf of Customer within the provided collection period. This service will be provided based upon the Payment Amount information received by Payment Providers, Etc. from Customer (“Purchase Information”). Based on this, DGFT shall provide the service of collecting the Payment Amounts through Payment Providers, Etc.
2. If Customer provides a mobile phone or other screen to Payers by processing the contents of the payment request slips or receipt numbers, it shall make a request to that effect to Payment Providers, Etc., through the Service Partner and DGFT in advance, and obtain approval for the provided screen.
3. Payment Providers, Etc. will collect the amounts listed in payment request slips based upon the fee collection information registered in the payment request slips or receipt numbers brought to convenience stores by Payers. In addition, Payment Providers, Etc. shall provide fee collection data to DGFT and to Customer through DGFT and the Service Partner.
Article 6. Special Rules for Products/Services
1. Customer may not sell or provide anything for which the Payment Amount exceeds 300,000 yen per application, in addition to those things provided in Paragraph 2 of Article 8 (Products/Services Sold/Provided) of the Basic Terms.
Article 7. Customer Responsibility
1. Customer shall promptly perform and complete the shipment or provision of Products/Services to Payers following the formation of External Agreements.
2. If any item in Paragraph 1 or Paragraph 2 of Article 40 (Cancellation of Agreement Due to Breach of Agreement, Etc.) of the Basic Terms is applicable to Customer, Customer shall immediately contact DGFT through the Service Partner. In addition, Customer shall contact and responsibly deal with any Payer for whom performance has not been completed following formation of an External Agreement.
Article 8. Refusal and Withholding of Payments by Payment Providers
1. DGFT or a Payment Provider, Etc. may cancel the receipt of a collection request or withhold the payment of a collected Payment Amount if any of the following apply to Customer in relation to a collection request related to the Convenience Store Payment Service:
1.1. The Payer has cancelled the agreement for Online Shopping;
1.2. Shipment or provision of the Products/Services for the Online Shopping with the Payer has become difficult due to Customer’s circumstances;
1.3. The Payer has demanded a refund of the Payment Amount for Online Shopping from the Payment Provider, Etc. due to a problem arising with Products/Services concerning the Online Shopping with the Payer (including, but not limited to, defects in and failure to deliver Products/Services; the same applies below in this Article 8), and the dispute between Customer and the Payer has not been resolved within thirty (30) days following the demand;
1.4. The Payment Provider, Etc. has refunded the Payment Amount for Online Shopping provided by Customer within a certain period of time during which the Payment Provider, Etc. has rights after the Payment Provider, Etc. has received the Payment Amount for the Online Shopping;
1.5. The Payment Provider, Etc. has refunded the Payment Amount for the Telecommunications Transaction to Payer due to a problem arising with Products/Services concerning the Online Shopping with the Payer;
1.6. The Payment Amount for Online Shopping with the Payer was paid by other means (including, but not limited to, Credit Card, electronic money, etc.), and there has been a rejection of payment or demand for a refund of the Payment Amount from a payment provider with which the Payment Provider, Etc. has a contract (including, but not limited to, Credit Card companies and electronic money issuers) to the Payment Provider or Affiliated Payment ProviderIt has been determined that Online Shopping was provided in violation of the provisions of the Agreement; and
1.7. DGFT has otherwise in its reasonable discretion rejected payment or demanded a refund of the Payment Amount for Online Shopping as against Customer
2. DGFT and the Payment Provider, Etc. may withhold the payment of a Payment Amount to Customer until the completion of any investigation that DGFT or the Payment Provider, Etc. deems necessary in relation to Online Shopping for which the Convenience Store Payment Service is used as the means of payment.
3. DGFT will not be obligated to make any payments to Customer in relation to a transaction in the following cases, unless due to circumstances attributable to DGFT.
3.1. If DGFT or the Payment Provider, Etc. has cancelled the receipt of the collection request due to the circumstances provided in Article 8.1 or Article 8.2 or other circumstances; or
3.2. If the Payment Provider, Etc. has notified DGFT that there is a risk of cancellation.
4. DGFT may demand that Customer refund a Payment Amount in the following cases:
4.1. If DGFT or the Payment Provider, Etc. has cancelled the receipt of the collection request due to the circumstances provided in Article 8.1 or other circumstances after DGFT has paid the Payment Amount to Customer through the Service Partner; or
4.2. If the Payment Provider, Etc. has notified DGFT that there is a risk of cancellation after DGFT has paid the Payment Amount to Customer through the Service Partner;
In these cases, Customer shall immediately refund the Payment Amount to DGFT through the Service Partner.
5. DGFT may conduct refunds pursuant to Article 8.4 in either of the following methods:
5.1. By requesting a transfer in the amount of the Payment Amount from Customer to the financial institution account designated by the Service Partner or DGFT
5.2. By deducting the amount of the refund demand from Payment Amounts paid to Customer following the refund demand
6. DGFT may refund a Payment Amount to a Payment Provider, Etc. on behalf of Customer in the following cases.
6.1. If DGFT or the Payment Provider, Etc. has cancelled the receipt of the collection request due to the circumstances provided in Article 8.1 or other circumstances after the Payment Provider, Etc. has paid the Payment Amount to DGFT (except as provided in Article 8.4; the same applies in item 6.2)
6.2. If the Payment Provider, Etc. has notified DGFT that there is a risk of cancellation after the Payment Provider, Etc. has paid the Payment Amount to DGFT.
DGFT - Internet Banking Service Terms of Use (Pay-easy)
These Internet Banking Service Terms of Use” (“Bank Payment Terms”) apply in addition to the Terms of Use for Payment Service Agreement (in these Bank Payment Terms, the “Basic Terms”) if Customer uses the Internet Banking Service provided by DGFT pursuant to the Basic Terms. Internet Banking Service is also called “Pay-easy” service. The meanings of defined terms used in the Bank Payment Terms, unless otherwise provided in the terms, shall follow their definitions in the Basic Terms.
Article 1. Definitions of Terms
The following terms shall have the following meanings in the Bank Payment Terms.
1. “Financial Institution, Etc.” means a bank, credit union, credit association, labor credit union, or other financial institution.
2. “Bank Payment Collection Provider” means a Financial Institution, Etc. that has entered into an agreement with DGFT providing for the provision of services related to Bank Payments by DGFT to the Financial Institution, Etc. as an agent of Customer.
3. In the Bank Payment Terms, “Payment Provider” in Article 1 (Definitions of Terms) of the Basic Terms means a “Bank Payment Collection Provider.”
4. In the Bank Payment Terms, “Affiliated Payment Provider” in Article 1 (Definitions of Terms) in the Basic Terms means a Financial Institution, Etc. that is affiliated with a Bank Payment Collection Provider.
5. A reference to an article number in the Bank Payment Terms that does not specifically refer to the title of a set of terms refers to an article number in the Bank Payment Terms.
Article 2. Engagement of DGFT
1. Subject to the Customer’s compliance with these Bank Payment Terms and the Basic Terms, DGFT undertakes to provide the following services:
1.1. Requests to Bank Payment Collection Providers for collection of Payment Amount;
1.2. Receipt from Bank Payment Collection Providers of information relating to deposits of collected Payment Amounts;
1.3. Receipt of collected Payment Amounts from Bank Payment Collection Providers;
1.4. Other services agreed to by Customer and DGFT; and
1.5. Other services related or incidental to those listed above
2. DGFT may add banks with whom the Internet Banking Service may be used. Customer shall comply with any request by DGFT through the Service Partner to submit documents or other matters necessary for the procedures upon the addition of a bank.
Article 3. Contents of Internet Banking Service
1. If a Payer has selected Bank Payment as the payment method for a Payment Amount in Online Shopping, DGFT shall acquire the Payment Data in the information concerning the Online Shopping as prescribed by the Payment Provider on the server of the Payment Provider. DGFT shall also provide the Payer with a means for processing payments in the method prescribed by the Payment Provider. The details of the means of payment prescribed by the Payment Provider shall be as specified in the manual separately provided by DGFT.
2. If a Payer has completed the payment procedures prescribed by the Payment Provider for the means for processing payments provided in Article 3.1 (“Payment Procedures”), DGFT will collect the Payment Amount for the Online Shopping by receiving the Payment Amount from the Payer through the Payment Provider; provided, however, that if Payer does not complete the Payment Procedures for any of the following reasons notwithstanding the Payer having selected payment by Bank Payment, this collection shall not be conducted. These reasons include, but are not limited to, a transfer cancellation request or a system outage at Customer, DGFT, the Payment Provider, etc.
3. Customer agrees that upon the Payment Provider receiving the Payment Amount from the Payer under Article 3.2, the payment of the Payment Amount by Payer will be deemed complete.
4. DGFT shall promptly notify Customer through the Service Partner of any information of the completion of Payment Procedures that it has received from a Payment Provider once Payment Procedures by a Payer have been completed pursuant to Article 3.3.
Article 4. Refund of Payment Amounts
1. If it has become necessary for Customer to refund a Payment Amount to a Payer (including, but not limited to, cancellation of a transaction between Customer and the Payer), Customer will handle it without delay at its own responsibility. In this case, DGFT will have no responsibility whatsoever; Customer acknowledges this.
2. If DGFT has incurred any losses in relation to Article 4.1, Customer shall immediately indemnify against them.
Article 5. Refusal and Withholding of Payments by Payment Providers
1. DGFT or a Payment Provider may withhold or refuse payment of a Payment Amount received by the Payment Provider or cancel a transaction for Products/Services if the following apply in relation to the sale or provision of Products/Services using the Internet Banking Service:
1.1. It has been determined that Online Shopping was provided in violation of the provisions of the Agreement; or
1.2. DGFT has otherwise in its reasonable discretion rejected payment or demanded a refund of the Payment Amount for Online Shopping as against Customer
2. DGFT and the Payment Provider may withhold the payment of a Payment Amount to Customer until the completion of any investigation that DGFT or the Payment Provider deems necessary in relation to Online Shopping using the Internet Banking Service.
3. DGFT will not be obligated to make any payments to Customer in relation to a transaction if DGFT or a Payment Provider has withheld or rejected payment of the Payment Amount due to the circumstances provided in Article 5(1) or Article 5(2) or other circumstances, unless due to circumstances attributable to DGFT.
4. DGFT and the Payment Provider may demand that Customer refund a Payment Amount in the following cases either directly or through the Service Partner:
4.1. If DGFT or the Payment Provider has rejected the payment due to the circumstances provided in Article 5(1) after DGFT has paid the Payment Amount to Customer through the Service Partner; or
4.2. If DGFT or the Payment Provider has cancelled a transaction in relation to the Internet Banking service due to the circumstances provided in Article 5(1) after DGFT has paid the Payment Amount to Customer through the Service Partner;
In these cases, Customer shall immediately refund the Payment Amount to DGFT or the Payment Provider.
5. DGFT may conduct refunds pursuant to Article 5(4) in either of the following methods:
5.1. By requesting a transfer in the amount of the Payment Amount from Customer to the financial institution account designated by DGFT or the Service Partner; or
5.2. By deducting the amount of the refund demand from Payment Amounts paid to Customer following the refund demand.
6. DGFT may refund a Payment Amount to a Payment Provider on behalf of Customer in the following cases:
6.1. If DGFT or the Payment Provider has rejected the payment due to the circumstances provided in Article 5(1) or other circumstances after the Payment Provider has paid the Payment Amount to DGFT (except as provided in Article 5(4); the same applies in item 6.2; or
6.2. If DGFT or the Payment Provider has cancelled a transaction in relation to the Internet Banking service due to the circumstances provided in Article 5(1) or other circumstances after the Payment Provider has paid the Payment Amount to DGFT.
Article 6. Compliance with Laws and Regulations
1. Customer must comply without delay with any of the following demands by DGFT to comply with obligations under the Banking Act (Act No. 59 of 1981, as amended) and other laws and regulations relating to the Internet Banking Service:
1.1. Indication of matters demanded by laws and regulations;
1.2. Construction of management systems required by laws and regulations; and
1.3. Other responses deemed necessary by DGFT.
Such demands include those to accept inspections by authorities with jurisdiction pursuant to laws and regulations where the inspections include entering Customer’s premises as well as DGFT.
DGFT - Terms of Use
These PayPay Online Payment Service Terms of Use (“PayPay Online Payment Terms”) apply in addition to the Terms of Use for Payment Service Agreement (in these PayPay Online Payment Terms, the “Basic Terms”) if Customer uses the PayPay Online Payment Service provided by DGFT pursuant to the Basic Terms. The meanings of defined terms used in the PayPay Online Payment Service Terms, unless otherwise provided in the terms, shall follow their definitions in the Basic Terms.
Article 1. Definitions of Terms
In “PayPay Online Payment Terms,” “Payment Provider” in item (9) of Article 1 (Definitions of Terms) of the Basic Terms means PayPay Corporation (“PayPay”), which has entered into an agreement with DGFT, as an agent of Customer, providing for services related to the PayPay Online Payment Service (“PayPay Payment Service Agreement”).
The following terms shall have the following meanings in the PayPay Online Payment Terms
1. “PayPay Online Payment Service” means the service for payment of the purchase price for transactions between Merchants as provided in item (2) and Payers as provided in item (8) using information pre-registered or entered at the time of the transaction by the Payer with PayPay (including the services and functions provided by PayPay) that is provided by PayPay through DGFT.
2. “Merchant” means a person who has agreed to the terms prescribed by PayPay and applied to use the PayPay Online Payment Service, for whom PayPay has agreed to the same, and who sells Products, Etc. and uses the PayPay Online Payment Service for the payment of the purchase price for such sales.
3. “System” means the system provided by DGFT that enables Merchants to use the PayPay Online Payment Service online.
4. “Payment System” means the system operated by PayPay to provide the PayPay Online Payment Service.
5. “Merchant Information” means the necessary information relating to Merchants (including, but not limited to, IDs and passwords) that are necessary to use the PayPay Online Payment Service as designated by PayPay.
6. “Payment-Related Information” means the amounts, number of transactions, and payment history paid through the PayPay Online Payment Service, the codes provided by PayPay to Merchants in lieu of Card-Related Information, and other payment-related information. “Card-Related Information” means the information necessary to use a card (including, but not limited to, a PayPay user’s card number, expiration date, and card security code, and the name and phone number of a PayPay user registered with the Card Company).
7. “Products, Etc.” means the products or rights sold or services provided by a Merchant.
8. “Payer” means a person who has agreed to the terms prescribed by PayPay and has been approved by PayPay to use the PayPay Online Payment Service for payments for the purchase price of transactions in Products, Etc.
9. “Payment Amount” means the amount of the payment price for a transaction in Products, Etc. between a Merchant and a Payer.
10. “Order-Related Information” means the amount and other information relating to orders of Products, Etc. paid for through the PayPay Online Payment Service.
11. “Merchant Agreement” means the agreement executed between PayPay and a Merchant pursuant to the contract terms provided by PayPay in relation to the use of the PayPay Online Payment Service.
12. “Operational Guidelines” means, collectively, the service guidelines, specifications, and other manual-type documents separately designated or directed by PayPay concerning the use of payment systems.
13. “SBPS” means SB Payment Service Corp.
14. “API” means the API provided by SBPS to link the Payment System with the System.
A reference to an article number in the PayPay Online Payment Terms that does not specifically refer to the title of a set of terms refers to an article number in the PayPay Online Payment Terms.
Article 2. Onboarding Support
1. A Customer who wishes to become a Merchant agrees without objection that the following matters are the terms of use thereof:
1.1. For the use of the PayPay Online Payment Service, agreeing to all of the following terms (means the terms prepared in the Japanese language in all cases, hereinafter the same) prescribed by PayPay, and that it is necessary to execute and comply with a Merchant Agreement with PayPay (including that as a result of the review by PayPay, it may not be possible to execute a Merchant Agreement):
1.1.1. PayPay Merchant Terms (for online payments);
1.1.2. PayPay Online Payment API Terms of Use;
1.1.3. PayPay Balance Merchant Terms (for online payments);
1.1.4. PayPay for Business Terms of Use (for online payments);
1.1.5. Post-payment Merchant Agreement (for online payments);
1.1.6. PayPay Data Terms of Use;
1.1.7 Special Terms Regarding Payment of Payment Amounts;
1.1.8. Special Terms Regarding Handling of Prepayment Service; and
1.1.9. Other terms, etc. provided by PayPay to DGFT
1.2. That PayPay will disclose or provide Merchant Information, Payment-Related Information, and Order-Related Information to DGFT.
1.3. That DGFT, not Customer, will provide Payment-Related Information and Order-Related Information to the Customer via the Service Partner.
1.4. That a portion of the PayPay Online Payment Service functions provided by PayPay may not be used by Merchant.
1.5. That upon termination of the PayPay Payment Service Agreement, Merchant may not be able to continue using PayPay.
2. DGFT shall receive a Merchant Agreement application from Customer through the Service Partner in the manner prescribed by PayPay. DGFT shall apply for the Merchant Agreement on behalf of Customer by submitting data regarding the application to PayPay in the manner prescribed by PayPay. Customer shall promptly provide any requested documents, etc. deemed necessary by PayPay (including, but not limited to, copies of documents proving that they obtained licenses and approvals) to PayPay through the Service Partner and DGFT.
3. DGFT shall report to PayPay after confirming that the documents submitted by Customer as provided in Paragraph 2 match the information input by Customer in the Merchant Agreement application form.
4. PayPay shall review Customers who have applied to use the PayPay Online Payment Service. PayPay shall disclose to Customers through DGFT and the Service Partner the Merchant Information for Customers approved to use the PayPay Online Payment Service as a result of such review. At this time, a Merchant Agreement will be formed between PayPay and the Customer.
5. If DGFT has received new Merchant Information provided in Paragraph 4 from PayPay, it shall either perform or cause Merchant through the Service Partner to perform the necessary settings and registrations (in this Article, “Settings, Etc.”) to provide Order-Related Information and Payment-Related Information to Merchant. Merchant shall cooperate in Settings, Etc. performed by DGFT through the Service Partner, or perform the Settings, Etc. itself.
6. DGFT shall notify PayPay on behalf of Merchant regarding additions or changes to the Merchant and Products, Etc. information provided to PayPay in accordance with this Article.
7. DGFT shall report any inquiries for PayPay from Customer through the Service Partner regarding the PayPay Online Payment Service to PayPay, and shall notify Customer through the Service Partner of the responses to those inquiries from PayPay.
Article 3. Grant of Comprehensive Agency
1. If Customer applies to use the PayPay Online Payment Service, it shall agree that DGFT and the Service Partner receives a grant of comprehensive agent authority from Customer regarding all of the following matters:
1.1. Applications to PayPay to use the PayPay Online Payment Service;
1.2. Execution of the Merchant Agreement with PayPay and all ancillary memorandums, etc. thereto;
1.3. All notifications, reports, and applications to PayPay;
1.4. All matters relating to sales requests and sales request cancellations to PayPay;
1.5. All matters relating to receipt of Payment Amounts paid through the PayPay Online Payment Service;
1.6. All matters relating to payment of fees to PayPay by Merchant pursuant to the Merchant Agreement with PayPay;
1.7. All notices and review requests to PayPay and receipt of notices from PayPay;
1.8. All other acts necessary for Merchant to use the PayPay Online Payment Service; and
1.9. Other matters separately agreed by Merchant and DGFT.
2. During the term of the Agreement, Merchant may not revoke all or part of the comprehensive agency authority granted by Merchant to the Service Partner and DGFT without the prior written consent of DGFT.
3. The Merchant agrees that all acts within the scope of the comprehensive agency authority granted by Merchant to DGFT unless there are reasonable grounds (including, but not limited to, DGFT not acting as appropriate as an agent of Merchant), shall be conducted by DGFT, and that the Merchant shall not perform any such acts itself.
4. Notwithstanding Paragraph 3, PayPay may conduct acts of PayPay as a party to the Merchant Agreement against either Merchant, the Service Partner or DGFT, and Merchant agrees to the same.
Article 4. Payment of Payment Amounts
1. DGFT shall receive from PayPay, pursuant to the comprehensive agent authority granted by Merchant, Payment Amounts that PayPay is obligated to pay to Merchant (excluding Payment Amounts for which PayPay withheld or refused payment to Merchant), less those fees, etc. payable to PayPay by Merchant. DGFT shall pay the received Payment Amounts to Merchant through the Service Partner.
2. The duty of PayPay to pay the Payment Amounts to Merchant shall be discharged upon the payment to DGFT pursuant to Paragraph 1.
Article 5. Refund of Payment Amounts
1. If PayPay demands a refund of a Payment Amount from Merchant pursuant to the Merchant Agreement after the payment of the Payment Amount to DGFT pursuant to Article 4 (Payment of Payment Amounts), PayPay shall immediately notify DGFT of that fact.
2. If DGFT has received a notice as provided in Paragraph 1, it shall stop the payment to Merchant of the Payment Amount paid by PayPay pursuant to Article 4 (Payment of Payment Amounts) if it has not yet been paid to Merchant, or if it has already been paid to Merchant, request a refund by Merchant through the Service Partner. In this case, Merchant agrees in advance that the payment of the Payment Amount will be stopped. Merchant shall immediately provide a refund if DGFT has requested a refund of the Payment Amount through the Service Partner.
3. DGFT shall make an advance payment to PayPay of the amount of a Payment Amount that should be refunded to PayPay from Merchant. In this case, PayPay may settle it by deducting it from the amount payable to DGFT under Article 4 (Payment of Payment Amounts).
Article 6. Provision of Order-Related Information and Payment-Related Information to Merchants
1. PayPay shall provide the PayPay Online Payment Service and Payment System to DGFT in accordance with the terms provided in the PayPay Online Payment Terms and Operational Guidelines so that links can be realized between the System, API, and Payment System.
2. DGFT shall connect the System and API, transmit and receive data, etc. related to Order-Related Information and Payment-Related Information, and manage the operation of the System in accordance with the PayPay Online Payment Terms and Operational Guidelines.
3. DGFT shall acquire Order-Related Information, Payment-Related Information, etc. in accordance with the PayPay Online Payment Terms and Operational Guidelines. DGFT shall provide the acquired Order-Related Information, Payment-Related Information, etc. to Merchant. via the Service Partner.
4. In addition to Paragraph 3, DGFT shall comply with any request from Merchant through the Service Partner to provide Order-Related Information, Payment-Related Information, etc.
Article 7. Communication with Merchant
1. If directed by PayPay, DGFT shall, on behalf of PayPay, notify Merchant through the Service Partner of the matters designated by PayPay in relation to the PayPay Online Payment Service. Even in this case, it will not preclude PayPay from contacting Merchant directly.
2. If directed by PayPay, DGFT shall collect through the Service Partner on behalf of PayPay, and submit to PayPay, documents, etc. that Merchant was asked to submit in relation to the PayPay Online Payment Service (including, but not limited to, notice of changes in Merchant Information).
3. DGFT shall report to PayPay after receiving an inquiry to PayPay from Merchant through the Service Partner relating to the PayPay Online Payment Service. DGFT shall notify Merchant through the Service Partner of the response of PayPay to the inquiry.
Article 8. Merchant Management, Etc.
1. Merchant shall comply with laws and regulations, etc., the Merchant Agreement, and other guidelines, etc. provided by PayPay for the handling of the PayPay Online Payment Service (including the terms, etc. listed in Article 2(1(1.1) (Onboarding Support)).
2. DGFT may require business improvements from and provide guidance to Merchant through the Service Partner if it is deemed necessary for the purposes provided in Article 8.1 or if it is requested by PayPay. Merchant shall comply with such improvements, etc.
3. PayPay may carry out investigations, reporting, or presentation of documents vis-à-vis DGFT or Merchant in relation to the matters deemed necessary by PayPay (including, but not limited to, the contents of the business, the state of use of the PayPay Online Payment Service by Merchant, the contents of Products, Etc., Payment-Related Information, and Order-Related Information) (“Investigations, Etc.”), in which case they shall provide the necessary cooperation for DGFT to comply with the Investigations, Etc. carried out by PayPay vis-à-vis DGFT, or shall comply with the Investigations, Etc. carried out by PayPay vis-à-vis Merchant.
4. Merchant shall be responsible to provide compensation for any losses, etc. incurred by Payers, PayPay, or third parties due to a breach of the Merchant Agreement or circumstances attributable to Merchant.
Article 9. Sales Promotion
1. DGFT shall cooperate with sales promotion activities carried out by PayPay or that PayPay has Merchant or another third party carry out (including, but not limited to, campaigns to promote the usage of the PayPay Online Payment Service).
2. PayPay may conduct the following directly vis-à-vis Merchant without intermediation by DGFT and the Service Partner, and Merchant agrees in advance to the same:
2.1. Communications relating to sales promotion activities; and
2.2. Provision of advertising and promotional materials necessary for sales promotion activities (including, but not limited to, PayPay for Business and other tools and goods)
PayPay shall also directly inform Merchant of or provide Merchant with PayPay Online Payment Service functions and services that contribute to improving convenience when it is necessary to improve the convenience of use of the PayPay Online Payment Service by Merchant.
3. Notwithstanding Paragraph 2, if requested by PayPay, DGFT shall conduct the following acts through the Service Partner in relation to PayPay carrying out sales promotional activities for the PayPay Online Payment Service, and Merchant shall cooperate therewith:
3.1. Notices to Merchant regarding matters for communication as designated by PayPay; and
3.2. Confirmation of matters for Merchant to confirm and collection of confirmed matters (including, but not limited to, whether Merchant will participate in campaigns)
Article 10. Suspension of Use of PayPay
1. PayPay shall immediately notify DGFT when the Merchant Agreement has terminated or PayPay has suspended the use of the PayPay Online Payment Service by Merchant.
2. DGFT shall immediately notify PayPay when this Agreement has terminated or DGFT has suspended use of the PayPay Online Payment Service by Merchant.
3. If DGFT has received the notice from PayPay provided in Paragraph 1, or if Paragraph 2 applies to DGFT, DGFT shall promptly suspend the provision of Order-Related Information, Payment-Related Information, etc. to Merchant, and shall conduct the necessary settings and registrations to suspend or terminate use of the PayPay Online Payment Service by Merchant, in which case Merchant shall cooperate with such necessary settings and registrations.
Article 11. No Use for Other Purposes
1. Merchant must not use certain functions and services for the PayPay Online Payment Service that are prescribed by PayPay, and must not use the functions of the PayPay Online Payment Service, the Payment System, Order-Related Information, and Payment-Related Information for purposes other than the performance of services to enable the use of the PayPay Online Payment Service by Merchant as provided in the Agreement.
Article 12. System Preparation, Operation, Upgrades, Etc.
1. DGFT shall prepare the System at its own risk and expense, and set the necessary settings for the operation of the System. Such settings include measures to prevent Unauthorized Use of the PayPay Online Payment Service as separately provided by PayPay and DGFT.
2. PayPay may change the contents and specifications of the functions of the Payment System (including, but not limited to, version upgrades, correcting malfunctions, and improvements) at any time only to the extent deemed necessary by PayPay to provide the PayPay Online Payment Service.
3. DGFT may request through the Service Partner that Merchant take new measures to prevent Unauthorized Use if PayPay has determined that they are necessary considering changes in the social environment or other circumstances, in which case Merchant shall promptly comply to the extent possible.
Article 13. Service Operation Liability
1. PayPay shall handle inquiries, complaints, disputes, etc. from Payers, Merchant, and other third parties related to the PayPay Online Payment Service (excluding System-related portions) at its own risk and expense; provided, however, that this does not apply if they are due to circumstances attributable to Merchant or DGFT.
2. DGFT shall handle inquiries, complaints, disputes, etc. from Payers, Merchant, and other third parties related to the PayPay Online Payment Service provided through the System at its own risk and expense; provided, however, that this does not apply if they are due to circumstances attributable to PayPay or Merchant.
3. If Paragraph 1 or Paragraph 2 applies, and an inquiry, complaint, dispute, etc. from a Payer, Merchant, or another third party is due to circumstances attributable to Merchant, Merchant shall handle it at its own risk and expense.
Article 14. Force Majeure
If all or part of the Agreement has become impossible to perform due to circumstances that are not attributable to PayPay and DGFT (including, but not limited to, any natural disaster, war, insurrection, violence, power outage, telecommunications equipment outage, telecommunications service interruption or emergency maintenance, enactment or abolition of domestic or foreign laws or regulations, or order, disposition, or guidance by a public authority), PayPay and DGFT shall not be liable to the extent they were unable to perform and shall be relieved from their duties under this Agreement. Merchant acknowledges this.
Article 15. Temporary Suspension, Etc. of PayPay Online Payment Service
1. PayPay may suspend the PayPay Online Payment Service without any notice to Merchant and DGFT in the event of any of the following;
1.1 For regular inspections and maintenance of PayPay servers and other systems, maintenance of system installation locations, or when it is otherwise unavoidable in the course of management;
1.2. When PayPay has deemed it necessary to give preferential treatment to emergency matters due to a remarkable rise in communications demand due to extraordinary circumstances, etc.;
1.3. When PayPay has otherwise deemed it operationally or technically necessary for services carried out by PayPay (which are not limited to the PayPay Online Payment Service); or
1.4. When it is deemed necessary to prevent actual or threatened Unauthorized Use of the PayPay Online Payment Service;
provided, however, that it will make efforts to give notice to Merchant and DGFT when possible due to regular inspections, maintenance, etc.
2. If the PayPay Online Payment Service has been suspended for a reason listed in Paragraph 1, PayPay shall be relieved from liability for all losses incurred due to such suspension; Merchant acknowledges this in advance. However, that this shall not apply to losses arising due to circumstances attributable to PayPay.
3. DGFT may suspend the System if it has notified PayPay in advance or without delay after the fact, in which case DGFT shall be relieved from liability for all losses incurred due to such suspension; Merchant acknowledges this in advance. However, that this shall not apply to losses arising due to circumstances attributable to DGFT.
Article 16. Merchant Information Management
1. Merchant acknowledges that PayPay and Merchant will each acquire Order-Related Information from Payers.
2. Merchant shall take adequate care to protect the privacy of Payers and shall conduct the necessary security measures to ensure the privacy of Payers in handling Order-Related Information, Payment-Related Information, and Personal Information, Etc. of Payers. Merchant shall not disclose or leak Order-Related Information and Payment-Related Information to third parties. “Personal Information, Etc.” means Personal Information as provided in the Act on the Protection of Personal Information (Act No. 57 of May 30, 2003 ), which includes PayPay IDs, e-mail address, communications logs, cookie information, etc.
3. Merchant shall strictly manage Personal Information, Etc. in accordance with laws, regulations, and administrative agency guidelines.
4. Merchant shall immediately report to DGFT through the Service Partner if Order-Related Information and Payment-Related Information is leaked to a third party. Merchant shall carry out compensation and other responses to losses incurred by Payers and other third parties at its own risk and expense after taking the necessary measures to minimize the occurrence and expansion of losses due to the leakage at its own risk and expense, in which case Merchant shall report in writing to DGFT through the Service Partner on any necessary measures taken to minimize the occurrence and expansion of losses.
5. The provisions of this Article shall remain in effect following the termination of the Agreement.
DGFT - Terms of Use for LINE Pay Payment Service
These Terms of Use for LINE Pay Payment Service (hereinafter referred to as “LINE Pay Payment Terms”), limited to where Customer uses the LINE Pay Payment Service provided by DGFT based on the Terms of Use for Payment Service Agreement (hereinafter in these LINE Pay Payment Terms referred to as “Basic Terms”), shall be applied as an addition to the Basic Terms. It should be noted that the meaning of the terms used in these LINE Pay Payment Terms, with the exception of where otherwise prescribed in these terms, shall be in accordance with the definitions set forth in the Basic Terms.
Article 1. Payment Provider
1. In these LINE Pay Payment Terms, the Payment Provider of Article 1 (Definition of Terms) Item 7 of the Basic Terms refers to LINE Pay Corporation, which has executed with DGFT an agreement that prescribes the performance of business relating to the LINE Pay Payment Service (hereinafter referred to as “LINE Pay”) by DGFT as the agent of Customer.
Article 2. Terms for LINE Pay Payment Service
1. If the Customer wishes to use the LINE Pay Payment Service, the Customer shall check and agree to the following terms and conditions established by LINE Pay (refers to the terms and conditions as written in Japanese; hereinafter the same):
1.1. LINE Cash Merchant Terms;
1.2. LINE Money Store Terms;
1.3. Comprehensive Agency Merchant Agreement Terms;
1.4. Privacy Policy; and
1.5. LINE Pay Merchant Guideline
2. The original text of the terms of the preceding Paragraph is the Japanese text, and translations of the terms in other languages that are created for reference shall not have any effect.
3. In the event of any contradiction or conflict between the terms of Paragraph 1 and the terms of this Agreement (includes the LINE Pay Payment Terms), the terms of the Paragraph 1 shall prevail.
4. Customer acknowledges in advance the matters set forth in each of the following items:
4.1. The terms of Paragraph 1 of this Article are subject to change, and at the time of change, the update will be made according to the procedures and conditions specified in the terms; and
4.2. New terms may be established by DGFT or LINE Pay, and consent to the terms may be a condition for the continued provision of the LINE Pay Payment Service.
Article 3 (Definition of Terms)
The following terms in the LINE Pay Payment Terms have the respective meanings defined below.
1. “LINE Pay Payment Service” is a collective term for the Payment Service with LINE Cash and the Payment Service with LINE Money provided by LINE Pay.
2. “LINE Pay Terms” is a collective term for the terms set forth in Article 2 (Terms for LINE Pay Payment Service) Paragraph 1. In addition, if the LINE Pay Terms have been changed, LINE Pay Terms includes the amended terms, and if new terms are added to the LINE Pay Terms, includes such new terms as a matter of course.
3. “LINE Pay Merchant Agreement” refers to any or all of the agreements prescribed in each of the following items that are entered into between LINE Pay and Customer:
3.1. The Merchant Agreement in the LINE Cash Merchant Terms;
3.2. The Store Operating Agreement in the LINE Money Store Terms; and
3.3. In addition to the provisions set forth in the preceding items, agreements established between LINE Pay and Customer based on the LINE Pay Terms
4. “LINE Pay Merchant” refers to a member store under the LINE Cash Merchant Terms and/or a Merchant at a store operator under the LINE Money Store Terms.
5. “Target Payer” refers to a Payer who wishes to use the LINE Pay Payment Service provided by Customer based on this Agreement in a transaction with the Customer at a Shop.
In these LINE Pay Payment Terms, when a clause number is simply designated without specifying the name of the terms, it shall be deemed to be referring to the clause number in the LINE Pay Payment Terms.
Article 4. Authorization of Comprehensive Powers
1. When applying for the use of the LINE Pay Payment Service, the Customer shall agree to grant comprehensive powers to DGFT and Service Partner that authorizes them to act for the Customer in relation to all of the following matters:
1.1. Application to LINE Pay for the use of the LINE Pay Payment Service;
1.2. Execution of a LINE Pay Merchant Agreement and any related memorandums, etc.;
1.3. All notifications, reports, and applications to LINE Pay;
1.4. All matters related to sales billing and requests for cancellation of sales billing to LINE Pay;
1.5. All matters related to the transfer of sales receivables and the repurchase of sales receivables from LINE Pay;
1.6. All matters related to the receipt of the Payment Amount paid through the use of the LINE Pay Payment Service;
1.7. All notices and review requests to LINE Pay, as well as receipt of notifications from the company;
1.8. Any other actions necessary for the Customer to use the LINE Pay Payment Service; and
1.9. Other matters separately agreed between the Customer and DGFT
2. The Customer may not withdraw, in whole or in part, the comprehensive power of attorney granted by the Customer to DGFT and the Service Partner during the effective period of this Agreement without the prior written consent of DGFT.
3. The Customer, in regard to acts that fall within the range for which the comprehensive power of attorney was granted by the Customer to DGFT, with the exception of where there is valid reason (including but not limited to where DGFT has not performed the appropriate acts as an agent for the Customer), agrees that all such acts shall be performed by DGFT, and that the Customer shall not perform any such acts as an individual.
4. Notwithstanding the preceding Paragraph, the Customer agrees that LINE Pay may perform the acts of LINE Pay as a party to the LINE Pay Merchant Agreement against either the Customer or DGFT.
Article 5. Application
1. If the Customer wishes to use the LINE Pay Payment Service, the Customer must agree to the LINE Pay Terms. Upon doing so, the Customer must submit the merchant application form separately prescribed by DGFT or LINE Pay to DGFT via the Service Partner.
2. In the event that DGFT links an application from a Customer to LINE Pay and obtains acceptance of the application from LINE Pay, a LINE Pay Merchant Agreement shall be established between LINE Pay and the Customer at the time of such acceptance.
3. If DGFT obtains consent in accordance with the preceding Paragraph, it will promptly notify the Customer via the Service Partner.
4. The Customer shall, at the request of DGFT, submit to DGFT via the Service Partner the documents necessary for DGFT and LINE Pay to conduct the screening of the LINE Pay Merchant together with the LINE Pay merchant application form of Paragraph 1 of this Article.
5. In the event that DGFT or LINE Pay prepares a website, etc. for applying to become a LINE Pay Merchant, the Customer shall, instead of submitting the LINE Pay merchant application form described in Paragraph 1 of this Article, make an application via said website, etc.
6. If requested by DGFT, the Customer shall promptly provide notification of the following matters via the Service Partner by the method specified by DGFT:
6.1. Trade name of the Customer;
6.2. Name of representative of the Customer;
6.3. Location of the Customer;
6.4. Contact telephone number of the Customer;
6.5. Person in charge of the Customer; and
6.6. Other matters that DGFT or LINE Pay deems necessary for examination or the continued provision of the LINE Pay Payment Service
However, if DGFT has already obtained information for the use of other Payment Services, it may use such information.
7. If there is any change in the content notified to DGFT in the preceding Paragraph, the Customer shall notify DGFT without delay via the Service Partner by the method specified by DGFT.
Article 6. Payment
1. DGFT shall, when a Target Payer purchases a Product/Service and selects the LINE Pay Payment Service as the payment method, transfer to the LINE Pay server the payment data specified by LINE Pay out of the information related to the transaction, and shall reply to the Customer after obtaining the acceptance or rejection of the payment from LINE Pay.
2. After receiving a response from DGFT that payment is possible in accordance with the preceding Paragraph, if the Customer provides the Product/Service to the Target Payer, the Customer must submit sale confirmation information to DGFT via the Service Partner by the method prescribed by DGFT.
Article 7. Payment Amount
1. The Payment Amount using the LINE Pay Payment Service shall be received from LINE Pay by DGFT and shall be paid to the Customer via the Service Partner after the deduction of the Payment Fees.
2. If the Payer uses LINE Points or LINE Pay Bonus as the payment method when purchasing Products/Services from the Customer, this shall be converted at a rate of 1 point = 1 yen, 1 LINE Pay Bonus = 1 yen, and the settlement funds to be paid by LINE Pay to the Customer shall be included in the Payment Amount of the preceding Paragraph. In addition, LINE Pay may pay such settlement funds upon the deduction of the points fees, advertising fees, and all other expenses for which the due date has arrived that are to be borne by the Customer to LINE Pay based on the agreement separately executed with LINE Pay that are present as of the time of the payment of the settlement funds relating to LINE Points.
3. LINE Pay’s obligation to pay the Payment Amount to the Customer will be deemed to have been fulfilled and will be definitively extinguished once LINE Pay has paid the full amount of the Payment Amount to DGFT; the Customer agrees to this in advance.
Article 8. Payment Suspension, Return, and Retention, etc.
1. The Customer shall reasonably cooperate with investigations conducted by LINE Pay based on the LINE Pay Terms. In addition, the Customer agrees that DGFT may withhold or refuse payment of the Payment Amount based on Article 32 (Settlement of the Service Fee and Payment Amount) of the Basic Terms relating to the Payment Amount subject to the investigation until the investigation is completed.
2. If any of the following items apply to a transaction for a Product/Service between the Target Payer and the Customer, the amount equivalent to the Payment Amount related to the transaction (hereinafter referred to as “Chargeback Amount”) shall not be subject to payment from DGFT to the Customer via the Service Partner as stipulated in Article 32 (Settlement of the Service Fee and Payment Amount) of the Basic Terms.
2.1. When the content of the transaction at the Customer is not valid or is false
2.2. When the Target Payer makes a request to the Customer or DGFT to the effect that the transaction is not for their own use
2.3. When a dispute, etc. between the Target Payer and the Customer regarding the transaction that caused it has not been resolved even after 60 days has passed since the date of the transaction;
2.4. When transactions at the Customer have been performed in violation of this Agreement, the LINE Pay Terms, or other laws and regulations;
2.5. When the Customer does not cooperate as deemed reasonable with respect to an investigation conducted based on the preceding Paragraph
2.6. When the trading of the Products/Services between the Target Payer and the Customer is canceled or terminated by the method prescribed by LINE Pay within 30 days after the date of the transaction; and
2.7. In addition to the preceding items, when LINE Pay presents reasonable grounds and notifies the Customer of the suspension of payment or the request of a refund of an already paid Chargeback Amount.
If DGFT has already paid the Chargeback Amount to the Customer via the Service Partner based on Article 32 (Settlement of the Service Fee and Payment Amount) of the Basic Terms, DGFT may request a refund of the Chargeback Amount that has already been paid via the Service Partner, or will deduct the Chargeback Amount from the amount to be paid to the Customer at the time of a subsequent payment.
3. In the event of any of the following items being applicable, DGFT may withhold or refuse payment to the Customer via the Service Partner pursuant to Article 32 (Settlement of the Service Fee and Payment Amount) of the Basic Terms until the relevant reason is resolved.
3.1. When DGFT reasonably determines that there is a possibility that a dispute, etc. may occur between the Target Payer and the Customer;
3.2. When DGFT deems that there is a suspicion that any of the items in the preceding Paragraph may apply to a transaction for a Product/Service between the Target Payer and the Customer; or
3.3. If the Customer falls under any of the grounds for cancellation listed in the LINE Pay Terms.
Article 9. Compliance
The Customer must comply with the following items when using the LINE Pay Payment Service.
1. Ensure that the Target Payer is not made subject to unilateral disadvantage in relation to problems that are envisioned to occur with the Target Payer (including but not limited to contractual problems and problems caused by system malfunctions, etc.):
1.1. Establish a point of contact for complaints and inquiries, etc. from the Target Payer and promptly respond to complaints and inquiries received at the point of contact;
1.2. If DGFT requests a report on the status of compliance with the LINE Pay Merchant Agreement, or the operation status or actual situation of the Shop, immediately report this; and
1.3. In the event that there is a complaint or other petition made regarding the use of the LINE Pay Payment Service from a Target Payer due to reasons attributable to the Customer, this shall be resolved at the responsibility of the Customer, and, no inconvenience shall be caused to DGFT or LINE Pay.
2. To the extent the Customer or DGFT cannot take responsibility for the Target Payer shall be clearly indicated in an appropriate place such as the sales page for the Product/Service so that the Target Payer can be aware of this.
Article 10. Responsibility
1. The Customer, in the event of having caused damage to DGFT, LINE Pay, another LINE Pay Merchant using the LINE Pay Payment Service, or Target Payer due to a violation of this Agreement or the LINE Pay Merchant Agreement, shall bear the responsibility to compensate for all such damage (including but not limited to reasonable attorney expenses).
DGFT - Terms of Use for Merpay Payment Service
These Terms of Use for Merpay Payment Service (hereinafter referred to as “Merpay Payment Terms”), limited to where Customer uses the Merpay Payment Service provided by DGFT based on the Terms of Use for Payment Service Agreement (hereinafter in these Merpay Payment Terms referred to as “Basic Terms”), shall be applied as an addition to the Basic Terms. It should be noted that the meaning of the terms used in these Merpay Payment Terms, with the exception of where otherwise prescribed in these terms, shall be in accordance with the definitions set forth in the Basic Terms.
Article 1. Definition of Terms
In these Merpay Payment Terms, the Payment Provider of Article 1 (Definition of Terms) Item 7 of the Basic Terms means Merpay, Inc. (hereinafter referred to as “Merpay”), which has entered into an agreement with DGFT prescribing that business relating to the Merpay Payment Service shall be performed by DGFT as representative of Customer (hereinafter referred to as “Merpay Payment Business Agreement”).
The following terms in these Merpay Payment Terms have the meaning defined in the respective item below.
1. “Merpay Payment Service” refers to a service in which the price for a transaction between a Merchant as prescribed in Item 2 and a Payer as prescribed in Item 4 is paid using the information registered beforehand by the Payer with Merpay or the information entered on each occasion (also includes other services and functions provided by Merpay), which is provided by Merpay through DGFT.
2. “Merchant” refers to a party who agrees to Merpay’s prescribed terms and conditions, applies for the use of the Merpay Payment Service, is accepted by Merpay, sells or provides Products, Etc., and who uses the Merpay Payment Service for the payment of the price for such transactions.
3. “Products, Etc.” refer to the products sold or the rights or services provided by the Merchant.
4. “Payer” refers to a party who agrees to Merpay’s prescribed terms and conditions and is authorized by Merpay to use the Merpay Payment Service to make payments for transactions of Products, Etc.
5. “Transaction Fee” refers to the amount of a payment related to the trading of Products, Etc. between the Merchant and the Payer.
6. “Merchant Agreement” refers to the agreement regarding the use of the Merpay Payment Service between Merpay and the Merchant based on the terms and conditions stipulated by Merpay.
In these Merpay Payment Terms, when a clause number is simply designated without specifying the name of the terms, it shall be deemed to be referring to the clause number in these Merpay Payment Terms.
Article 2. Authorization of Comprehensive Powers
1. When applying to use the Merpay Payment Service, the Customer agrees to grant the DGFT and the Service Partner comprehensive powers for them to represent the Customer in relation to all of the following matters:
1.1. Any act related to the execution and ending of the Merchant Agreement including content of the Merchant Terms (for External Merchants) (hereinafter referred to as “Merchant Terms”);
1.2. Any act by a Merchant toward Merpay as a Merchant based on the Merchant Agreement and any actions incidental thereto;
1.3. Notifications relating to a Merchant;
1.4. Operations related to the collection of transaction fees at a Merchant; and
1.5. Any other business agreed upon by DGFT and the Merchant and approved by Merpay.
2. The Merchant may not withdraw all or a part of the comprehensive power of attorney granted by the Merchant to the Service Partner and DGFT during the effective period of the agreement with DGFT relating to the use of the Merpay Payment Service (hereinafter referred to as “this Agreement”) without the prior written consent of DGFT.
Article 3. Application/Approval of Merchant
1. If the Customer wishes to use the Merpay Payment Service, the Customer must agree to the content of the Merchant Terms, Etc. of the following items (refers to the terms created in the Japanese language, hereinafter referred to as “Merchant Terms, Etc.”)
2. Merchant Terms, the various Special Agreements attached thereto, and the Merpay Merchant Operational Guidelines (https://www.merpay.com/merchant/terms/);
2.1. Privacy Policy (https://www.mercari.com/jp/privacy/); and
2.2. Logo Terms of Use (https://jp.merpay.com/brand/).
Upon doing so, the Customer may apply to become a new merchant by submitting to Merpay via DGFT and the Service Partner the Merchant application form specified by Merpay and the documentation requested by Merpay. It should be noted that if DGFT or Merpay has instructed that applications should be made in accordance with the form and method designated by DGFT or Merpay rather than through the use of the Merchant application, Customer shall file an application in accordance with such instructions.
3. With regard to the application in the preceding Paragraph, Merpay will approve new membership only for a Customer who has passed Merpay’s Merchant Screening and which Merpay deems to be appropriate in accordance with the criteria set by Merpay. In such a case, the Merchant may use the Merpay Payment Service as a means of payment based on the Agreement and the Merchant Agreement. In such a case, DGFT shall act as an agent for the Merchant, and a Merchant Agreement with the content prescribed in the Merchant Terms shall be executed between Merpay and the Merchant. It should be noted that if Merpay deems a Customer inappropriate as a Merchant, Merpay may refuse approval and shall notify the Customer to that effect via DGFT and the Service Partner.
4. In the event that the Customer provides information relating to the Customer to DGFT or Merpay through the Service Partner, and such information includes personal information, the Customer shall obtain such personal information in a lawful manner, and in addition, shall appropriately obtain consent from the person relating to the relevant personal information for the third-party provision of the personal information to DGFT, the Service Partner, and Merpay.
5. The original text of the Merchant Terms, Etc. shall be the Japanese text, and translations of such terms into other languages prepared for reference purposes shall not have any effect.
6. After the Customer becomes a Merchant, when adding a Shop that uses the Merpay Payment Service, the Customer must notify DGFT through the Service Partner and Merpay through DGFT in advance of the matters prescribed by Merpay, and obtain approval from DGFT and Merpay.
Article 4. Compliance with the Merchant Terms, Etc.
1. In addition to these Merpay Payment Terms, the Merchant shall comply with the Merchant Terms, Etc. (for the privacy policy, it shall be sufficient to agree to it; hereinafter the same in this Paragraph), and shall be obliged to fulfill the obligations and responsibilities of the Merchant stipulated in the Merchant Terms, Etc.
2. DGFT and Merpay may, through the Service Partner, request the Merchant to report on the status of compliance with the Merchant Terms, Etc., operation status, and actual status, etc. In such a case, the Merchant shall immediately report to DGFT and Merpay.
3. In the event that DGFT or Merpay incurs damage due to a violation of these Merpay Payment Terms or the Merchant Terms, Etc., the Customer shall be responsible for compensating DGFT or Merpay for such damage. In addition, if the Customer causes damage to DGFT or Merpay due to reasons attributable to the Merchant in connection with transactions based on these Merpay Payment Terms or Merchant Terms, Etc., it shall bear responsibility to compensate for any damage incurred by DGFT or Merpay.
Article 5. Settlement, Etc.
1. In regard to the payment of the amount remaining after the deduction of the merchant fees, etc. from all moneys for which the obligation of payment is borne to the Merchant based on the Merchant Terms, such as the price payment and price, etc. of Product, Etc. (hereinafter referred to as “Service Fee”), Merpay shall make the payment to DGFT, who is the agent of the Merchant. Merpay’s obligation to pay the Service Fee to the Merchant shall be definitively extinguished once Merpay makes the payment to DGFT. The Merchant consents to such extinguishment.
2. DGFT shall pay the Merchant through the Service Partner the amount remaining after the deduction of the Payment Service Fee, etc. from the amount paid by Merpay pursuant to the preceding Paragraph.
3. Notwithstanding the provisions of the Merchant Terms, the handling in the case of a request having been made by the Payer to Merpay to withhold or refuse payment of the Service Fee, refund or deduct amounts already paid, cancel or revoke a transaction, or cancel a payment, etc., shall be resolved upon separate consultation between DGFT and Merpay.
4. In the event that, as a result of the consultation in the preceding Paragraph, DGFT refunds the Service Fee to Merpay, the Merchant acknowledges that a deduction from Merpay’s remittance to DGFT shall be applied, and if there is a shortage in the amount, a further deduction shall be made from the subsequent remittance.
Article 6. Management and Reporting, Etc. of Merchant
1. DGFT shall provide guidance and supervision to the Merchant so that it properly conducts business related to the Merchant Agreement, and the Merchant shall comply with this.
2. If requested by Merpay or if DGFT deems it necessary, DGFT shall, through the Service Partner, conduct an investigation on the Merchant regarding the work related to this Agreement (including but not limited to requesting the submission of reports or documentation, etc.).
3. If, as a result of the investigation set forth in the preceding Paragraph, Merpay or itself determines that the Merchant’s business is inappropriate, DGFT will have the Merchant take remedial measures via the Service Partner.
4. In the event that any of the grounds for termination prescribed in the Merchant Agreement, DGFT shall immediately report to Merpay that such an event has occurred. Upon consulting with Merpay, the measures necessary in order to resolve the matter shall be taken at its own expense and responsibility to the extent possible.
Article 7. Cancellation, Etc.
1. In the event that any of the reasons for suspension or termination stipulated in the Merchant Terms apply to the Merchant,, and Merpay has issued notification to DGFT to suspend or terminate the handling of the Merpay Payment Service by the Merchant, upon receipt of such notification, DGFT will notify the Merchant of this via the Service Partner. In addition, DGFT will immediately suspend or terminate the handling of the Merpay Payment Service by the Merchant via the Service Partner.
2. Termination of the contract pursuant to the preceding Paragraph shall not preclude the claiming of compensation for damages by Merpay and DGFT from the Merchant.
3. The Merchant acknowledges that DGFT and Merpay shall not be held responsible for any damage, loss or expense incurred by the Merchant due to the suspension or termination of the handling of the Merpay Payment Service stipulated in this Article.
4. The Merchant acknowledges that DGFT and Merpay, even in the case of the provision of the Merpay Payment Service having been suspended or stopped due to force majeure such as fires, lightning strikes, and natural disasters, or a network or system malfunction, etc., shall not bear any responsibility for the damage incurred by the Merchant as a result of such suspension or stoppage.
Article 8. Publication of Logo, Etc.
1. The Merchant agrees to the publication of the name or Logo, Etc. of the Merchant on media such as the Merpay app and website (hereinafter referred to as “Merpay Media”). The publication method, timing, and period, etc. shall be at the discretion of Merpay. However, if the Merchant refuses to give such consent, DGFT will promptly notify Merpay to that effect. In such a case, Merpay will not post the name or Logo, Etc. of the Merchant on the Merpay Media, or if it has already posted, Merpay will promptly stop this.
DGFT - Terms of Use for au PAY (Online Payment) Payment Service
These Terms of Use for au PAY (Online Payment) Payment Service (hereinafter referred to as “au PAY (Online Payment) Payment Terms”), limited to where Customer uses the au PAY (Online Payment) Payment Service provided by DGFT based on the Terms of Use for Payment Service Agreement hereinafter in these au PAY (Online Payment) Payment Terms referred to as “Basic Terms”), shall be applied as an addition to the Basic Terms. It should be noted that the meaning of the terms used in these au PAY (Online Payment) Payment Terms, with the exception of where otherwise prescribed in these terms, shall be in accordance with the definitions set forth in the Basic Terms.
Article 1. Definition of Terms
In these au PAY (Online Payment) Payment Terms, the Payment Provider of Article 1 (Definition of Terms) Item 7 of the Basic Terms means KDDI Corporation (hereinafter referred to as KDDI), which has entered into an agreement with DGFT prescribing that business relating to the au PAY (Online Payment) Payment Service shall be performed by DGFT as representative of Customer (hereinafter referred to as “au PAY (Online Payment) Payment Business Agreement”).
The following terms in these au PAY (Online Payment) Payment Terms have the meaning defined in the respective item below.
1. “au PAY (Online Payment)” refers to a service provided by KDDI in which payment can be made for a product or service provided by a Merchant approved by KDDI, within the range of their au PAY (Online Payment) balance that has been charged beforehand by the Payer by the method specified by KDDI.
2. “au PAY (Online Payment) Payment Service” is a service provided by DGFT based on the au PAY (Online Payment) Payment Service Agreement that allows for the payment of the price for transactions between Customer and the Payer through the use of the au PAY balance that has been charged beforehand by the Payer by the method specified by KDDI, as well as the information registered beforehand or the information entered on each occasion (also includes the other services and functions provided by KDDI).
3. “au PAY (online payment) balance” refers to the amount of money charged by the Payer in advance by the method prescribed by KDDI for use in “au PAY (Online Payment)” by the method specified by KDDI.
4. “Merchant Agreement” refers to the au PAY (Online Payment) Merchant Agreement that is established between the Customer and KDDI if Customer is approved by KDDI as an au PAY (Online Payment) Merchant based on these au PAY (Online Payment) Payment Terms and the various rules separately presented by KDDI.
5. “au PAY (Online Payment) Payment Service Usage Agreement” refers to an agreement relating to the use of the au PAY (Online Payment) Payment Service established between Customer and DGFT in accordance with the provisions of these au PAY (Online Payment) Payment Service Terms.
6. "Various Rules" refers to the special agreements, guidelines, specifications, and operation guides, etc. (these are examples and various rules are not limited to them) relating to the au PAY (Online Payment) Payment Service that are notified to Customer by KDDI through DGFT as necessary for the smooth operation of the au PAY (Online Payment) Payment Service. It should be noted that various rules refer to the Japanese terms in all cases.
In these au PAY (Online Payment) Payment Terms, when a clause number is simply designated without specifying the name of the terms, it shall be deemed to be referring to the clause number in these au PAY (Online Payment) Payment Terms.
Article 2. Merchant Agreement
1. When using the au PAY (Online Payment) Payment Service, Customer must comply with the au PAY (Online Payment) Payment Service Usage Agreement and Merchant Agreement.
2. The Various Rules notified to Customer by KDDI through DGFT and the Service Partner constitute a part of the au PAY (Online Payment) Merchant Agreement.
3. If the Merchant Agreement has ended, regardless of reason, the au PAY (Online Payment) Payment Service Usage Agreement shall also end as a matter of course.
Article 3. Authorization of Comprehensive Powers
1. When applying to use the au PAY (Online Payment) Payment Service, the Customer agrees to grant DGFT and the Service Partner comprehensive powers in relation to all of the following matters:
1.1. Execution of a Merchant Agreement with KDDI as well as accompanying agreements, and manifestations of intention to terminate or end them (including accepting manifestations of intent from KDDI on behalf of the Merchant);
1.2. All contact with KDDI (including but not limited to all notifications, notices, reports, applications, screening requests, the submission of documents, and consultations, etc. in relation to Merchant Agreement application and Merchant Agreement) (including receiving matters such as notifications, communications or instructions from KDDI to the Customer on behalf of the Customer regarding the Customer’s application and Merchant Agreement);
1.3. Sending payment information and sales information to KDDI regarding sales through the au PAY (Online Payment) Payment Service, confirming this with KDDI, as well as all matters relating to requests to cancel them;
1.4. All administrative work related to the invoicing to KDDI and receipt of sales proceeds from the au PAY (Online Payment) Payment Service;
1.5. Agreements on the payment terms for moneys to be paid to KDDI, including fees for payments;
1.6. Payment of moneys to KDDI for the au PAY (Online Payment) Payment Service and all other administrative work relating to the settlement of payments; and
1.7. Other matters separately agreed between DGFT and KDDI.
2. The Customer acknowledges in advance that it may not withdraw all or part of the comprehensive power of attorney granted by Customer to Service Partner and DGFT during the effective period of the au PAY (Online Payment) Payment Service Usage Agreement and Merchant Agreement.
3. In regard to acts within the scope of which the Customer has granted DGFT comprehensive power of attorney, with the exception of where there are reasonable grounds (including but not limited to cases where DGFT does not act appropriately as an agent for the Customer), DGFT will perform all such acts, and the Customer shall not perform any of these acts as the individual concerned. In addition, KDDI may perform acts of KDDI for a Customer that has applied for a Merchant Agreement as a party to the Merchant Agreement.
4. Customer acknowledges in advance that if KDDI terminates the au PAY (Online Payment) Payment Business Agreement concluded with DGFT, the au PAY (Online Payment) Payment Service Usage Agreement between Customer and DGFT will also end as a matter of course.
Article 4. Method of Provision of au PAY (Online Payment)
1. When using the au PAY (Online Payment) Payment Service, Customer shall authenticate the payment at the Shop by the method prescribed by KDDI.
2. The au PAY (Online Payment) Payment Service may be used by selecting either of the two methods defined by KDDI, namely the Web Method and App Method. However, if DGFT specifies one of the two, only the method specified by DGFT may be used.
3. The Customer confirms that au PAY (Online Payment) is a service that is different from au PAY, which is performed by reading barcodes, etc., and that is separately provided by KDDI.
4. DGFT and KDDI may outsource all or part of the work related to the au PAY (Online Payment) Payment Service or au PAY (Online Payment) to a third party without the consent of Customer.
Article 5. Merchant
1. The Customer will provide the information specified by DGFT and KDDI (hereinafter referred to as “au PAY Payer Information”) to DGFT through the Service Partner by the method specified by DGFT. Upon doing so, the Customer shall apply to DGFT through the Service Partner and to KDDI through DGFT for the prescribed examination regarding the use of the au PAY (Online Payment) Payment Service.
2. If the examination of the preceding Paragraph is passed, DGFT shall notify Customer to that effect through the Service Partner. A Merchant Agreement shall be established at the time of the notification of the passing of the examination.
3. DGFT or KDDI may refuse the use of the au PAY (Online Payment) Payment Service or approval as a Merchant if the Customer falls applicable under any of the following items:
3.1. When the information, etc. submitted at the time of the examination application is false or incomplete, or when there is a possibility of this being the case;
3.2. When it violates or is likely to violate relevant laws and regulations, or notifications, notices, and guidelines, etc. of competent agencies, etc.;
3.3. When the business license has been revoked or suspended, or any other similar disposition has been received from a supervisory authority;
3.4. When DGFT or KDDI determines that the Products/Services are contrary to public order and morals;
3.5. When there is a serious hindrance to DGFT’s or KDDI’s business performance, or when there is a risk of this being the case;
3.6. When DGFT or KDDI determines that the provision of the au PAY (Online Payment) Payment Service would be difficult for operational or technical reasons; or
3.7. Other cases that DGFT or KDDI determine to be inappropriate.
4. The Customer must obtain approval from DGFT and KDDI in advance, by the method specified by DGFT, for the Shops that will use the au PAY (Online Payment) Payment Service.
5. The Customer shall not use the au PAY (Online Payment) Payment Service at Shops for which the approval set forth in the preceding Paragraph has not been obtained.
6. If requested by KDDI, Customer shall implement measures and provide other cooperation to improve the penetration rate of au PAY (Online Payment).
7. In regard to au PAY Payer Information, Customer acknowledges in advance that it will use the system of DGFT and the system of KDDI that has been named “FLAVOR” by KDDI (hereinafter the system of KDDI is specifically referred to as “the System”) for the registration and retention of such information.
8. If there is a change in the au PAY Payer Information (includes the correction of information in the case of there being an error in the au PAY Payer Information provided), Customer shall report the change to DGFT and KDDI without delay by the method designated by DGFT. Upon doing so, Customer shall request changes to the au PAY Payer Information registered or stored in DGFT's system and the System.
9. If DGFT and KDDI recognize that the Customer has failed to fulfill the obligations set forth in the preceding Paragraph, DGFT and KDDI may suspend the provision of the au PAY (Online Payment) Payment Service to Customer until DGFT and KDDI confirm that the obligation has been fulfilled. In such a case, DGFT and KDDI shall not bear any responsibility for damage incurred by Customer due to the suspension; Customer acknowledges the same.
Article 6. Provision of au PAY (Online Payment) Payment Service to the Payer
1. Customer, in its own name and at its own responsibility, shall cooperate with DGFT and KDDI for the ongoing and stable use of the au PAY (Online Payment) Payment Service, and for the processing of payments with Payers who seek payment by au PAY (Online Payment).
2. The Customer shall, at its own expense and responsibility, prepare and maintain the terminal equipment, websites, applications, related hardware, and software, etc. necessary for the use of the au PAY (Online Payment) Payment Service, and the same shall apply if changes are made by KDDI to the terms of use of au PAY (Online Payment).
Article 7. Display, Etc. by the Customer
1. In order to indicate to the Payer that the au PAY (Online Payment) Payment Service can be used, the Customer shall place the logos, etc. (including but not limited to the trademark of KDDI and the au PAY (Online Payment) Merchant mark specified by KDDI; hereinafter referred to as “au PAY (Online Payment) Logo”), designated by DGFT or KDDI in an easily visible location on the website or application for the Shop.
2. In displaying the au PAY (Online Payment) Logo prescribed in the preceding Paragraph, Customer must follow the rules or instructions presented by DGFT or KDDI.
Article 8. Use of the au PAY (Online Payment) Payment Service by Third Parties
1. The Customer must not allow a third party other than itself to use the au PAY (Online Payment) Payment Service. If Customer intends for a third party other than itself to use the au PAY (Online Payment) Payment Service while maintaining the au PAY (Online Payment) Payment Service Usage Agreement for special reasons, Customer must obtain the prior written approval of DGFT and KDDI (hereinafter use by such third parties is referred to as “Reuse”).
2. Based on the preceding Paragraph, if the Customer causes Reuse with the prior consent of KDDI, Customer will impose on the third party (hereinafter referred to as Re-user) obligations equivalent to those borne by the Customer in the Merchant Agreement (in the case of there being separate individual agreements to the Merchant Agreement between Customer and KDDI, includes such agreements). In addition, if the Re-user causes damage to KDDI or other third parties, Customer will compensate KDDI or the other third parties for the damage incurred jointly and severally with the Re-user.
3. Even if KDDI consents to reuse based on Paragraph 1, KDDI will consult with Customer (including consultations conducted via DGFT), and upon doing so, if it reasonably determines that Reuse of the au PAY (Online Payment) Payment Service by the Re-user is not appropriate and requests the cessation of such Reuse, Customer will comply with the request of KDDI and shall cease such Reuse within a reasonable period of time. In addition, Customer shall have the Re-user stop using the au PAY (Online Payment) Payment Service.
Article 9. Transactions in the au PAY (Online Payment) Payment Service
1. In regard to payments relating to the purchase or use of Products/Services between the Customer and the Payer through the au PAY (Online Payment) Payment Service (hereinafter referred to as “Transaction”), these shall be completed upon checking that a reduction of an amount equivalent to the Transaction amount from the au PAY Balance of the Payer has been made in response to a payment request performed by the method prescribed in various rules of KDDI from Customer via DGFT and the Service Agent.
2. Based on the preceding Paragraph, if a payment through the au PAY (Online Payment) Payment Service is completed, the payment to Customer by the Payer for the Transaction will be deemed to have been completed, and Customer shall not make any separate demand to the Payer for payment.
3. Customer shall properly store sales slips or data of Products/Services sold to Payers or other evidence for at least 7 years from the date of Transaction with the Payer. If requested by DGFT or KDDI either directly or through the Service Partner, Customer shall submit such evidence to DGFT or KDDI without delay.
4. In relation to payment using the au PAY (Online Payment) Payment Service, when setting the maximum or minimum amount for the Payer, the Customer must consult with DGFT in advance and obtain KDDI’s written consent through DGFT and the Service Partner.
Article 10. Compensation and Payer Support for the Amount Change Service
1. Limited to where payment has been made by the au PAY (Online Payment) Payment Service through the use of the Amount Change Service, Customer shall bear jointly and severally with DGFT the obligation to provide to the Payer compensation to an equivalent level as that for unauthorized use prescribed in Article 14 (Compensation) of the au PAY Service Usage Agreement specified by KDDI, which has been separately presented by DGFT (if the clause number or content of said clause has been changed by KDDI, refers to the changed clause number or content).
2. In the event that a Payer (or a Payer through KDDI) reports unauthorized use or makes a compensation request, etc. regarding Products/Services sold, etc. using the Amount Change Service, DGFT shall introduce Customer to the Payer. In such a case, Customer shall deal with the Payer at its own responsibility and expense.
3. When using the au PAY (Online Payment) Payment Service using the Amount Change Service, Customer shall display the transaction terms and fees in a manner that is easy for the Payer to understand, and must respond to various inquiries, including responding to reports of unauthorized use and claims for compensation.
4. When a Payer who makes or has made a transaction with the au PAY (Online Payment) Payment Service using the Amount Change Service makes an inquiry about the transaction conditions, or fees, etc. at the Shop (includes inquiries made through KDDI), DGFT shall introduce the Customer. The Customer shall take responsibility and bear the cost of such support.
5. In the event of complaint or objection, etc. regarding the customer support of Customer to a Payer who uses or has used the Amount Change Service to conduct transactions with the au PAY (Online Payment) Payment Service being made by a Payer or a national consumer support center, etc. to DGFT, DGFT shall notify Customer of the complaint, etc. through the Service Partner (includes cases where the complaint is made to KDDI). Upon receiving such notification from DGFT, Customer shall immediately confirm and investigate the facts with respect to the Payer or consumer support center, etc. shall appropriately respond to the complaint, etc., and in addition, shall respond with its response policy or response results to the complaint, etc. through the Service Partner by no later than the deadline specified by DGFT.
6. In the event that any of the following items apply, DGFT may revoke its consent for the use of the Amount Change Service by Customer through the Service Partner:
6.1. When multiple complaints have been made by Payers who use the Amount Change Service to make transactions with the au PAY (Online Payment) Payment Service, or who have performed transactions;
6.2. When Customer does not compensate or respond to Payers as specified in this Article; or
6.3. When there has been a violation of the provisions of the preceding Article (Amount Change Service) or this Article.
Article 11. ID
1. KDDI will assign an ID (hereinafter referred to as “ID”) to the Customer through DGFT and the Service Partner for the use of the au PAY (Online Payment) Payment Service by Customer.
2. Customer shall handle the ID as a Trade Secret, Etc. of Article 36 (Confidentiality), in accordance with the provisions of said Article.
Article 12. Rejection of Payment and Prohibition of Discriminatory Treatment in Relation to the au PAY (Online Payment) Payment Service
1. The Customer must not refuse payment by the au PAY (Online Payment) Payment Service by the Payer, require the use of other payment methods (including but not limited to cash payment or credit card payment, etc.), or provide discriminatory treatment that is disadvantageous to Payers who attempt to make payments through the au PAY (Online Payment) Payment Service (including but not limited to passing the fees that should be borne by the Customer on to the Payer for whatever reason), without justifiable reason.
2. When requested by KDDI, the Customer shall immediately cooperate with investigations into the status of payments made by the Payer to the Customer through the au PAY (Online Payment) Payment Service.
Article 13. Prohibited Products, Etc.
1. Customer must not use the au PAY (Online Payment) Payment Service to sell Products / Services that fall applicable under any of the following items:
1.1. Items that cause or are likely to cause a misrepresentation of fact;
1.2. Items that arouse the gambling spirit of ordinary people, or things that are likely to do so;
1.3. Items involving the performance of gambling, or which may involve the performance of gambling;
1.4. Items that affirm or encourage the buying and selling of lottery tickets, etc., or that are likely to do so;
1.5. Items that impede or threaten the sound development of juveniles, such as by significantly stimulating the sexual feelings of juveniles;
1.6. Transactions for obscene material or child pornography, or anything that promotes prostitution or child prostitution, or that is likely to do so;
1.7. Anything that involves pyramid schemes or multi-level marketing, or that is likely to do so;
1.8. Anything that affirms or encourages the use of stimulants, narcotics, psychotropics, cannabis, opium, poisonous substances, or powerful drugs, or that is likely to do so;
1.9. Anything that is or may be socially harmful, such as encouraging criminal acts;
1.10. Anything that slanders or may slander a specific individual or group;
1.11. Anything that involves the requesting of donations or contributions to political groups, religious groups, or other groups that can be regarded as such, or that are likely to do so;
1.12. Items that infringe or may infringe on the property, privacy, or other rights of DGFT, KDDI or a third party;
1.13. Items that infringe or may infringe upon the intellectual property rights of DGFT, KDDI or a third party;Coupon tickets, commuter tickets, gift certificates, revenue stamps, stamps, cash vouchers, etc. that are easily convertible into cash, or those that DGFT or KDDI deems to be highly likely to be converted into cash;
1.14. Transactions that fall under the category of transactions in which Products, Etc. are delivered or services are provided multiple times or continuously (including but not limited to Provision of Specified Continuous Services as defined in the Act on Specified Commercial Transactions), or that are likely to do so;
1.15. Anything that violates or is likely to violate relevant laws and regulations, as well as notifications, notices, and guidelines, etc., by relevant ministries and agencies;
1.16. Anything that does not have or is likely not to have the necessary approvals and licenses for Transactions;
1.17. Anything that is contrary to public order and morals, or that will have a serious adverse effect on social customs or that is likely to do so; and
1.18. Other items that DGFT or KDDI deems inappropriate.
2. If DGFT or KDDI requests a report on the Products/Services through the Service Partner, the Customer will immediately respond to this. In addition, if DGFT or KDDI determines that any of the items in the preceding Paragraph are applicable, the Customer shall immediately stop handling the applicable Product/Service in accordance with the instructions from DGFT or KDDI (through DGFT).
Article 14. Disputes with Payers, Etc.
1. The Customer shall bear all responsibility and expenses in relation to transactions, with the exception of where there are grounds attributable to DGFT or KDDI. If a complaint or consultation is received from a Payer, or if a dispute arises with a Payer, the Customer shall immediately resolve this at its own responsibility and expense.
2. If DGFT or KDDI determines that it is necessary to investigate a complaint or other inquiry from a Payer regarding the use of the au PAY (Online Payment) Payment Service in relation to the Customer, DGFT or KDDI may conduct an investigation of the Customer or request that the Customer conduct such an investigation, through the Service Partner. The Customer must immediately cooperate with such an investigation.
Article 15. Cancellation of Payment Processing
1. DGFT or KDDI may cancel the deduction processing of the au PAY Balance of the Payer related to the transaction, or refuse payment of the sales proceeds to Customer based on the transaction prescribed in the following Article (Payment of Sales Proceeds in the App), in the event of any of the grounds prescribed in each of the following items having arisen in relation to a transaction that has been paid for:
1.1. When the sales slip is not valid, or when there is a risk of this being the case;
1.2. When there is inaccuracy in the contents of the sales slip, or when there is a risk of this being the case;
1.3. When unauthorized use of the au PAY (Online Payment) Payment Service or unauthorized transactions through the au PAY (Online Payment) Payment Service has been conducted or there is a risk of this being the case; or
1.4. When the Customer violates the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, or when there is a risk of this being the case.
2. The Customer shall process the refund to the Payer based on the preceding Paragraph through KDDI. Under no circumstances shall the Customer make refunds directly to the Payer.
3. The settlement between the Customer and DGFT regarding the refund process in the preceding Paragraph shall be offset with the payment to the Customer through the Service Partner by DGFT as stipulated in Paragraph 5 of the following Article (Payment of Sales Proceeds in the App).
Article 16. Payment of Sales Proceeds in the App
1. KDDI, if the payment method for a transaction completed in accordance with Article 9 (Transactions in the au PAY (Online Payment) Payment Service) Paragraph 1 is the app method, shall make an advance payment to the Customer through DGFT and the Service Partner of the payment to be made to Customer of the payment amount of the transaction (hereinafter referred to as “Transaction Amount”).
2. KDDI shall notify DGFT of the balance (hereinafter referred to as “Sales Proceeds”) remaining after the deduction of the fees specified by KDDI and the consumption tax relating to this (hereinafter referred to as “KDDI Fees”) and the settlement of other expenses, etc. relating to au PAY (Online Payment) (includes point fees, advertising expenses, and other costs to be borne by Customer to KDDI for which the payment date has been reached at the time of settlement) from the balance of the total amount of Transaction Amounts aggregated for the period separately prescribed by KDDI of the amount that has been refunded by KDDI to Payer based on Article 16 (Cancellation of Payment Processing) Paragraph 2 (hereinafter referred to as “Total Payment Amount”). Upon this, Customer shall confirm the amount of the Sales Proceeds based on this Paragraph through the Service Partner and DGFT.
3. KDDI shall pay the Sales Proceeds to DGFT, who has obtained from Customer the power of attorney. After deducting the amount equivalent to the transaction fees of the Payment Service (however, excludes the amount equivalent to the KDDI fee from the Sales Proceeds), DGFT shall make payment to Customer through the Service Partner in accordance with the provisions of the Basic Terms.
4. Notwithstanding the preceding Paragraph, DGFT or KDDI shall not be obligated to pay the Sales Proceeds stipulated in this Article to the Customer if the Customer has violated the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement.
5. Before payment of the Sales Proceeds to Customer (or to DGFT who has the power of attorney) through the Service Partner, if Customer falls applicable under any of the items of Paragraph 1 of the preceding Article (Cancellation of Payment Processing), or if Customer is late in fulfilling even part of its obligations to DGFT or KDDI, DGFT or KDDI may withhold payment of the Sales Proceeds until the investigation prescribed by DGFT or KDDI is completed. In such a case, no late payment charges shall be incurred for the relevant sales during the period of retention.
6. After DGFT or KDDI pays the Sales Proceeds to Customer (or to DGFT who has the comprehensive powers) through the Service Partner, if it is found that any of the items of Paragraph 1 of the preceding Article (Cancellation of Payment Processing), were to apply, or if it is found that Customer is delayed in fulfilling even part of its obligations to DGFT or KDDI, DGFT or KDDI may make a request to Customer (or to DGFT who has the comprehensive powers) through the Service Agent for the immediate refund of the Sales Proceeds by the method specified by DGFT or KDDI. In addition, if Customer does not respond to the request for refund of the Sales Proceeds, DGFT or KDDI may deduct the amount that Customer should return to DGFT or KDDI from the Sales Proceeds of Customer that are due for payment in the future.
7. In the event that DGFT or KDDI is unable to pay the Sales Proceeds stipulated in this Article to the Customer due to the Customer failing to make a notification based on Article 27 (Notifications), if, despite the issuance of a demand to the Customer either by KDDI or DGFT directly or through the Service Partner for the performance of a notification within a suitable period of time, one year has passed since the date of said demand and a notification has not been made, or the demand was not received, DGFT or KDDI shall be waived from the obligation to pay the Sales Proceeds that are unable to be paid to the Customer.
Article 17. Non-handling of Assignment of Receivables in the Web Method
1. If any of the events set forth in the following items occur with respect to a transaction settled via the web method, KDDI will cancel the deduction process of the au PAY balance related to the transaction, and in addition, will not accept the transfer of claims related to transactions that fall applicable under the reasons prescribed in the following Article (Assignment, Etc. of Receivables Relating to Sales Proceeds in the Web Method):
1.1. When the Payer declares doubts to KDDI and KDDI acknowledges the reasonableness of such doubts;
1.2. When KDDI determines that unauthorized use, unauthorized purchase, or unauthorized transaction, etc. has occurred or may occur in relation to the Service or services provided by Customer due to hijacking, hacking, or phishing, etc.; or
1.3. When other reasons for payment retention prescribed by KDDI have been set and fall applicable;
2. If a transaction that falls applicable under any of the following reasons is found after the assignment of receivables, Customer shall, in accordance with the request of DGFT or KDDI through the Service Partner, buy back the receivables for which KDDI accepted assignment in relation to the applicable transactions for the amount obtained (hereinafter referred to as “Buyback Amount”) by deducting from the value of said receivables the transaction fee portion of the KDDI Fee and the Payment Service Fees (however, excludes the amount equivalent to the KDDI Fee). In such a case, the calculation of the Buyback Amount shall be based on the above-mentioned fee rate in the month in which the Buyback Amount is paid. Furthermore, regarding a buyback that occurs after the ending of the au PAY (Online Payment) Payment Service Usage Agreement or the Merchant Agreement, the rate in the month of the end date of the agreement will be used as the standard.
Article 18. Assignment, Etc. of Receivables Relating to Sales Proceeds in the Web Method
1. KDDI, in regard to the payment of the transaction amount for which payment has been completed based on Article 9 (Transactions in the au PAY (Online Payment) Payment Service) Paragraph 1, if the payment method for the transaction is the web method, this will be performed by the assignment of receivables to KDDI from Customer in accordance with the provisions of this Article.
2. Customer shall assign to KDDI the right to claim payment to the Payer for the price of the transaction paid by the web method (hereinafter referred to as “the Right to Claim Payment”) on the date separately prescribed by KDDI, and KDDI shall accept this assignment (hereinafter referred to as the “Assignment of Claim”).
3. KDDI shall calculate the Right to Claim Payment based on au PAY Payer Information and Payment Data with which Customer connects KDDI through DGFT and the Service partner. However, KDDI, in the event of having received transmission from Customer of information in the transmission format separately prescribed by KDDI (hereinafter referred to as “Transmitted Information”), may calculate the Right to Claim Payment based on the Transmitted Information.
4. KDDI shall pay to DGFT, who has obtained the right of proxy from Customer, the total value of the Right to Claim Payment in each calendar month, with a closing date of the final day of the month, upon having deducted the KDDI Fees, by no later than the deadline separately prescribed by KDDI. After deducting the amount equivalent to the transaction fees of the Payment Service (excludes the amount equivalent to the KDDI fee), DGFT shall pay the applicable amount to Customer through the Service Partner in accordance with the provisions of the Basic Terms.
5. If there has been an overpayment for the assignment of the Right to Claim that has already been paid from KDDI to Customer via DGFT and the Service Partner, KDDI may make a refund claim for the overpayment portion to Customer through DGFT and the Service Partner or may offset this against an equivalent amount at the time of the next or subsequent payment by KDDI to DGFT.
6. If Customer is delayed in the performance of even part of its obligations to DGFT or KDDI, DGFT or KDDI may withhold payment to Customer under this Article regardless of the payment deadline specified in this Article.
7. In the event that a payment cannot be made to Customer based on this Article due to Customer's failure to provide notification under Article 27 (Notifications), if, despite one year having passed since the date of the issuance of a demand for the notification by DGFT or KDDI to the Customer either directly or through the Service Partner in which a reasonable period of time is prescribed, no notification has been received, DGFT or KDDI will be exempted from the obligation to make payment of this Article to Customer.
Article 19. KDDI Fee
1. If bearing monetary obligations to Customer, KDDI may offset this against an amount equivalent to the monetary obligations borne by Customer based on the Merchant Agreement, regardless of the due date, by issuing notification at any time either directly or through DGFT and the Service Partner.
2. KDDI may change the rate of the KDDI Fee that will be applied from April 1 of the following year to the end of March of the year following that. In such a case, KDDI shall notify DGFT to that effect by the end of January of the following year.
3. In the case of the preceding Paragraph, DGFT may change the Payment Service Fee related to the au PAY (Online Payment) Payment Service within the range of the change in the rate of the KDDI Fee. In such a case, DGFT shall notify Customer to that effect through the Service Partner by the end of the month following that in which the notification of the preceding Paragraph was received from KDDI by the method deemed appropriate by DGFT.
4. In the event that no objection about the change to the Payment Service Fee has been raised by Customer to DGFT through the Service Partner by no later than 10 days after the date of the notification of the preceding Paragraph (hereinafter referred to as “Objection Filing Period”), Customer shall be deemed to have agreed to the change, and the change shall enter into effect.
5. If Customer raises an objection as set forth in the preceding Paragraph, the au PAY (Online Payment) Payment Service Usage Agreement and Merchant Agreement shall end on the final day of March of the year in which the objection was filed.
Article 20. Treatment of Fractions Less Than 1 Yen
1. In the event of the calculation of an amount based on the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement producing a fraction of less than one yen, this shall be rounded down.
Article 21. Delay Damages
1. Customer and DGFT, or Customer and KDDI, in the event of the other party being delayed in the payment of all or a part of the monetary obligations under the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, shall pay to the other party, in addition to the amount of said monetary obligations, delay damages calculated at a rate of 14.5% per annum based on a 365-day year for the period from the day following the payment deadline until the day that payment is completed. However, this shall not apply if payment is completed within 10 days from the day following the payment deadline.
Article 22. License to Use the au PAY (Online Payment) Logo, Etc.
1. KDDI authorizes the use of the au PAY (Online Payment) Logo to the extent necessary for the Customer to use the au PAY (Online Payment) Payment Service.
2. The Customer must immediately stop using the au PAY (Online Payment) Logo upon the ending of the au PAY (Online Payment) Payment Service Usage Agreement or the Merchant Agreement.
Article 23. Prohibitions
1. KDDI, limited to where expressly agreed with Customer (includes where agreed with DGFT who has obtained power of attorney from Customer), shall lend or provide to Customer, by the method specified by KDDI, the terminals, devices, applications, and other programs and systems that are deemed necessary by KDDI for the use of the au PAY (Online Payment) Payment Service. In such a case, Customer shall not improve, duplicate, alter, or analyze, etc. the terminals, or equipment, etc. that have been loaned or provided, and shall not have any involvement in such acts. Similarly, Customer shall not copy, adapt, tamper with, or reverse-engineer any applications, other programs, or systems loaned or provided by KDDI without permission from KDDI.
2. Customer must not allow fictitious transactions or the conversion of au PAY Balance to cash through the use of the au PAY (Online Payment) Payment Service or assist a Payer in performing any of these acts through the au PAY (Online Payment) Payment Service.
Article 24. Deterrence and Stopping of Unauthorized Transactions
1. When information to the effect that a transaction should be stopped has been sent from DGFT or KDDI either directly or through the Service Partner, Customer must immediately ensure that the transaction is not executed through the configuration of the settings relating to the stopping of transactions by the method specified by DGFT or KDDI in the terminal equipment or the systems, etc. for the Shop.
2. In the event of unauthorized use, unauthorized purchase, or an unauthorized transaction (includes where there are rumors or suspicion of this being the case, etc.) by a third party other than the Payer for a Product/Service through the use of hijacking, hacking, or phishing, etc., and DGFT or KDDI determining that it is necessary to stop the provision of the Product/Service, DGFT or KDDI may suspend or stop sales of the Product/Service through the au PAY (Online Payment) Payment Service, or may place restrictions on the type of line, etc. that allows for the obtaining of the approvals required for the use of the au PAY (Online Payment) Payment Service.
Article 25. Reports, Inspections, Etc.
1. DGFT or KDDI, by itself or via the party it has designated, may carry out the necessary inspections by a suitable method on the Customer through the Service Partner regarding the usage status, etc. of the au PAY (Online Payment) Payment Service by the Customer.
2. The Customer must, in accordance with the request made by DGFT or KDDI through the Service Partner, make a written or verbal report on the Customer’s usage status, etc. of the au PAY (Online Payment) Payment Service, and submit the materials designated by DGFT or KDDI.
3. As a result of the reports, etc. based on the preceding two paragraphs, if DGFT or KDDI deems it necessary, DGFT or KDDI may give instructions to the Customer via the Service Partner regarding the usage status, etc. of the au PAY (Online Payment) Payment Service by the Customer. The Customer must comply with such instructions.
4. In the event that the Customer receives a request for inspection or supervision from DGFT or KDDI’s auditing department, a supervisory authority, tax office or other public office, etc. regarding the usage status, etc. of the au PAY (Online Payment) Payment Service by the Customer, the Customer shall cooperate accordingly.
Article 26. Notifications
1. Customer must notify DGFT, the Service Partner, and KDDI through DGFT of the matters stated below (however, the below is not an exhaustive list):
1.1. The trade name of Customer;
1.2. The name of Customer’s representative;
1.3. The location of Customer's head office, location of main office or sales office, location of shop, URL of website, and URL of application distribution site;
1.4. Contact address; and
1.5. Types and content of Products/Services.
2. Customer shall immediately notify DGFT through the Service Partner and KDDI through DGFT if there is any change to the matters notified in the preceding Paragraph.
Article 27. Interruption or Suspension of the Service
1. DGFT or KDDI, in the event of an unavoidable situation (including but not limited to the inspection and maintenance, etc. of systems relating to the au PAY (Online Payment) Payment Service or au PAY (Online Payment)), may interrupt the provision of the aforementioned services in full or in part. In such a case, DGFT or KDDI shall notify Customer to that effect in advance through the Service Partner.
2. Notwithstanding the preceding Paragraph, if any of the following items apply, DGFT or KDDI may immediately interrupt or suspend the au PAY (Online Payment) Payment Service or au PAY (Online Payment) without prior notice:
2.1. Where due to a reason not attributable to DGFT or KDDI (including but not limited to natural disaster, war, civil war, riot, power outage, communication equipment accident, emergency maintenance, the enactment, revision or abolition of laws, orders, dispositions, or guidance by public authority);
2.2. Where it has been determined by DGFT or KDDI that there is valid reason (including but not limited to maintenance, technical, and operational reasons, etc.); or
2.3. Where DGFT or KDDI determines that suspension is necessary to prevent unauthorized use, etc.
3. Even if Customer incurs damage due to the preceding two paragraphs, DGFT or KDDI shall not bear responsibility for such damage. Customer acknowledges this.
Article 28. Agreement Period of Merchant Agreement
1. The effective period of the Merchant Agreement shall be for one year from the date of establishment of the Merchant Agreement. However, unless Customer or KDDI expresses its intention not to renew in writing to the other party by no later than three months prior to the expiration of the effective period, the effective period of the Merchant Agreement will be automatically renewed for another one year, and the same shall apply thereafter.
Article 29. Midterm Cancellation
1. Customer or KDDI may cancel the Merchant Agreement during the effective period by notifying the other party through DGFT and the Service Partner in writing, with a notice period of three months or more.
2. Notwithstanding the provisions of the preceding Paragraph, KDDI may end au PAY (online payment) due to changes in social conditions, revisions and abolitions of relevant laws and regulations, notifications, notices, and guidelines, etc. by relevant ministries and agencies, or at the discretion of KDDI. In such a case, KDDI may immediately terminate the Merchant Agreement by notifying Customer in writing through DGFT and the Service Partner.
3. In the event that the Merchant Agreement is terminated pursuant to the preceding Paragraph, and except where such termination is caused by a reason attributable to KDDI, KDDI shall not bear any responsibility for any damage incurred by Customer (includes direct and actually incurred damage). Customer acknowledges this.
Article 30. Termination
1. If Customer falls applicable under any of the following items, DGFT or KDDI may immediately terminate the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement without the need to give any notice, and DGFT or KDDI may claim compensation from Customer for any damage that it has incurred as a result:
1.1. In the event of having violated the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement or multiple complaints having been received from Payers, and such a violation not having been rectified despite the issuance of a written demand prescribing a suitable period of time;
1.2. In the event of a check or bill having been dishonored, having entered the suspension of payments, having become subject to a disposition for the suspension of transactions at a clearinghouse, or in the event of having become subject to a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar proceedings, or having filed such a petition itself
1.3. In the event of having become subject to a petition for provisional seizure, provisional disposition, or a seizure order against important property, or in the case of any other event that seriously adversely affects the financial or business conditions of Customer;
1.4. In the event of merger, the transfer of major business, company split of major business, or other organizational changes that have a significant impact on Customer; ;
1.5. In the event of a resolution for dissolution without merger having been passed;
1.6. In the event of a change in major shareholders or a significant change in management;
1.7. In the event it is found that there has been a violation of relevant laws and regulations, as well as notifications, notices, and guidelines, etc. by relevant ministries and agencies, etc.;
1.8. In the event of having become subject to a disposition for the revocation or suspension of business license or other similar recommendation or disposition from a supervisory authority;
1.9. In the event DGFT or KDDI determines that the business or products or services provided by Customer are contrary to public order and morals;
1.10. In the event that a false application was made when applying for the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement; or
1.11. In the event DGFT or KDDI determines that it would be inappropriate to allow Customer to use the au PAY (Online Payment) Payment Service/
Article 31. Loss of the Benefit of Time
If any of the items of the preceding Article (Termination), applies, regardless of whether or not all or part of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement has been terminated, Customer shall lose the benefit of time as a matter of course for all obligations borne to DGFT or KDDI under the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, without the need for any notification or notice from DGFT or KDDI, and shall bear the responsibility to immediately fulfill such obligations.
Article 32. Processing after Ending of Agreement
1. Customer must immediately stop using the au PAY (Online Payment) Payment Service upon the ending of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement. In addition, Customer must take measures as instructed by KDDI upon such ending of agreement.
2. Receivables and payables that have arisen between Customer and DGFT or Customer and KDDI prior to the ending of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement under the applicable agreement, and that are in effect as of the ending of the applicable agreement, shall survive even after the ending of the applicable agreement.
Article 33. Exclusion of Antisocial Forces
1. Customer represents to DGFT and KDDI that as of the execution of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, it, as well as its representatives, officers, persons with substantial managerial control, employees, agents, intermediaries, and other stakeholders do not fall applicable as an antisocial force, and pledges that they will not become applicable as such in the future.
2. Customer represents and warrants that it will not engage in violent demands, unreasonable demands that exceed legal responsibility, fraudulent or threatening behavior, obstruction of business, or any other similar behavior, either itself or through the use of a third party.
Article 34. Obligation to Maintain Security
1. When using the au PAY (Online Payment) Payment Service, Customer must take commercially reasonable security measures, such as encryption, when transmitting any information that includes Payer information to KDDI or a third party via the internet.
2. When using the au PAY (Online Payment) Payment Service, Customer must take commercially reasonable security measures to prevent third parties from viewing, falsifying, or hacking, etc. any information that includes Payer Information.
Article 35. Confidentiality
1. Customer, DGFT and KDDI shall handle as strictly confidential the technical or commercial confidential information (hereinafter referred to as “Trade Secrets”) for which disclosure has been received from either Customer, DGFT, or KDDI (hereinafter referred to as “Disclosing Party”) in relation to the performance of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement. In addition, they must not disclose or leak such information to a third party, or use it for any objective outside of the performance of the aforementioned agreements, without obtaining the prior written consent of the Disclosing Party.
2. The preceding Paragraph shall not apply to information that falls under any of the following items:
2.1. Information that was legitimately held before receiving disclosure from the Disclosing Party;
2.2. Information that was publicly known before receiving disclosure from the Disclosing Party;
2.3. Information that becomes publicly known after being disclosed by the Disclosing Party for reasons not attributable to the receiving party;
2.4. Information legitimately obtained from a third party with legitimate authority without bearing the obligation of confidentiality; or
2.5. Information that has been independently developed without reference to the Trade Secrets, Etc. disclosed by the Disclosing Party.
3. Customer, DGFT and KDDI shall limit disclosure of the Trade Secrets, Etc. disclosed by the Disclosing Party to officers or employees who need to know such information for the performance of business, and must not disclose or leak such information to any other officers or employees.
4. Customer, DGFT and KDDI shall impose on its officers and employees who have learned the Trade Secrets, Etc. disclosed by the Disclosing Party (includes persons who have left the company after having learned Trade Secrets, Etc.; hereinafter in this Paragraph the same applies), as well as the third parties who have been disclosed Trade Secrets, Etc. upon having obtained the prior written consent of the Disclosing Party based on Paragraph 1, the obligation to comply with the obligation of confidentiality set forth in this Article. In addition, they shall bear full responsibility to the Disclosing Party for any violations of the obligation of confidentiality by an officer, employee, or third party.
5. Notwithstanding the provisions of each of the preceding paragraphs, the Receiving Party, in the event of being obligated to disclose Trade Secrets, Etc. that have been disclosed by the Disclosing Party based on a legal demand, may disclose the applicable Trade Secrets, Etc. within the range of such obligation, to the party to which such Trade Secrets, Etc. should be disclosed based on the obligation (hereinafter referred to as “Disclosure Destination”). In such a case, the Receiving Party shall notify the Disclosing Party of this as soon as is possible, and shall provide the disclosure to the Disclosure Destination upon indicating that the applicable Trade Secrets, Etc. should be handled as confidential.
6. Customer, DGFT and KDDI, in the event of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement having ended, or if requested by the Disclosing Party, shall return or destroy the Trade Secrets, Etc. that have been disclosed by the Disclosing Party in accordance with the instructions of the Disclosing Party. However, in the case of DGFT, in the event of there being different provisions in the Master Agreement, the provisions of the Master Agreement shall be applied with priority.
Article 36. Lending of Materials, Etc.
1. DGFT or KDDI shall lend or provide to the Customer the materials and information that DGFT or KDDI deems necessary for the Customer to use the au PAY (Online Payment) Payment Service (hereinafter collectively referred to as “Business Materials, etc.”), either directly or through the Service Partner.
2. When the Customer receives the loan or provision of Business Materials, Etc. from DGFT or KDDI pursuant to the provisions of the preceding Paragraph, the Customer shall immediately submit a receipt or confirmation of receipt to DGFT or KDDI through the Service Partner.
3. Customer shall treat Business Materials, Etc. as Trade Secrets, Etc. of the preceding Article (Confidentiality), and shall handle these in accordance with the provisions of said Article.
Article 37. Use of Personal Information, Etc.
1. Customer, DGFT and KDDI shall appropriately manage Personal Information and Information relating to Payers (hereinafter collectively referred to as “Personal Information, Etc.”) held by the Disclosing Party that has been learned over the course of the performance of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, regardless of means or method. In addition, they shall not use such information for any objective outside of the performance of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement.
Article 38. Information Concerning the Customer, Etc.
1. Customer and its representatives and managers (hereinafter collectively referred to as “Customer, Etc.”) consent to the acquisition, retention, and use by KDDI of the information stated in each of the following items relating to Customer, Etc. (such information is hereinafter collectively referred to as “Customer Information”), with the objective of the examination of Customer by KDDI and the provision to Customer of the au PAY (Online Payment) Payment Service, as well as the provision of Customer, Etc. Information by KDDI to the third-party companies stated below (hereinafter referred to as “Affiliated Companies”), within the range of the purpose of use stated below.
2. Information to be Provided.
2.1. Customer’s trade name, location of its head office, main office or business office, Shop location, website URL, application distribution site URL, as well as name, date of birth, gender, phone number, and e-mail address of representative and manager, and other information acquired based on this Agreement;
2.2. Application date, contract date, and end date of the Merchant Agreement, as well as other information related to the Merchant Agreement;
2.3. Usage history of au PAY (Online Payment) Payment Service by Customer;
2.4. Information on the items to be stated in confirmation documents such as business licenses of Customer;
2.5. Information related to registered items such as corporate registries, resident registries, tax payment certificates, etc. obtained by lawful and appropriate methods from public institutions, or information published in official gazettes, telephone directories, and residential maps, etc.;
2.6. Credit information on Customer, Etc.;
2.7. Content of complaints submitted to KDDI by Payers, information collected by KDDI from such Payers and other related parties in relation to such content;
2.8. Responses from Customer, Etc. to various questionnaire surveys; and
2.9. Information on records (access logs) when Customer accesses the System or other systems designated by KDDI.
3. Purpose of Use.
3.1. For the provision of information such as the announcement of new products and new services, related after-sales services, market research, development of new products and new services, the mailing of advertisements and printed matter by direct mail, the sending of emails, and telephone calls, etc. at internet-related service businesses of Affiliated Companies or at the companies deemed appropriate by KDDI or an Affiliated Company; and
3.2. For the purposes described in the Privacy Policy or Personal Information Protection Policy of KDDI or the Affiliated Companies
4. Affiliated Companies.
4.1. Okinawa Cellular Telephone Company;
4.2. au Payment Corporation;
4.3. KDDI Evolva, Inc.;
4.4. mediba Inc.; and
4.5. KDDI Matomete Office Corporation
5. Contact Address.
5.1. Inquiries about au PAY Customer information can be made from “■ WEB inquiry” in the System or the system designated by KDDI.
6. Usage Period.
6.1. During the effective period of the Merchant Agreement and for one year from the end date of the Merchant Agreement
Article 39. Notice
1. Customer shall appoint a communications manager for all notifications relating to the au PAY (Online Payment) Payment Service Usage Agreement, Merchant Agreement, or au PAY (Online Payment) Payment Service, shall separately establish a management ledger stating the name, contact email address, and telephone number of said manager, and shall also establish a system in which notifications can be reliably ensured even in cases of emergency.
Article 40. Responsibilities of DGFT and KDDI
1. The Customer Acknowledges that DGFT and KDDI shall not bear any responsibility to the Customer for the following matters;
1.1. Matters related to suspension of the au PAY (Online Payment) Payment Service system due to natural disaster, power outage, or other force majeure; and
1.2. Actions, attributes, credibility, and any other matters related to the Customer or Payer.
2. Even if KDDI bears responsibility to the Customer based on the Merchant Agreement, the upper limit of this shall not exceed the sum of the fees paid by the Customer to KDDI; Customer acknowledges this.
Article 41. Responsibilities of the Customer
1. The Customer shall be responsible for compensating for damage, etc. incurred by KDDI, DGFT, or a third party due to reasons relating to the Customer’s business for which the Customer is responsible.
Article 42. Prohibition of Transfer, Etc.
1. Customer, with the exception of where DGFT or KDDI has given their prior written consent, must not transfer to a third party, allow succession, or provide as collateral its position and all or a part of its rights and obligations under the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement.
Article 43. Jurisdiction
1. The Tokyo District Court shall be the exclusive jurisdictional court in the first instance for all disputes relating to the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement.
Article 44. Consultation
1. Should any matters arise that are not stipulated in the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement, or if there is any doubt regarding the interpretation of a clause of these agreements, Customer, DGFT and KDDI shall resolve such matters amicably upon consultation in good faith.
Article 45. Governing Law
1. Customer, DGFT and KDDI shall use Japanese law as the governing law for all disputes relating to the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement.
Article 46. Priority Relationship
1. In the event of there being a difference between the content of the au PAY (Online Payment) Payment Service Usage Agreement or Merchant Agreement and the content of individual agreements between Customer and DGFT or Customer and KDDI (hereinafter referred to as "Individual Agreements, Etc.”), the content of the Individual Agreements, Etc. shall be applied with priority over the applicable agreement.
Article 47. Changes to the Merchant Agreement
1. KDDI may change the content of the Merchant Agreement by notifying Customer through DGFT and Service Partner at least three months in advance, except in cases where the rights or interests of Customer are significantly damaged or likely to be significantly damaged.
2. KDDI shall provide notification of the content of the changed Merchant Agreement and the effective date of the change through DGFT and the Service Partner, or through the website designated by KDDI or other equivalent method. The changed Merchant Agreement shall come into effect at the arrival of said effective date. In addition, in the event that the Merchant Agreement is changed, any prior consent to the Merchant Agreement made by Customer shall remain valid even after the change.
3. You need to verify the status of the iDEAL Transaction with Airwallex before delivering your product or service and if you do not verify the iDEAL Transaction status in advance, the risk of funds not being received if the iDEAL Transaction is not qualified as “successful” lies with you.