[ Terms and Conditions ]

Terms and Conditions

Last updated: Jan 14, 2025

These Terms and Conditions (the “Terms”) set out the conditions for using COBOCAL (the “Service”) provided by Ayrom Inc. (the “Company”). By using the Service, you agree to these Terms.

Article 1 (Application)

These Terms apply to all relationships between Users and the Company concerning the use of the Service.

Article 2 (Service Content)

The Service consists of the technology consulting services for business process improvement and automation provided by the Company.
The Service is provided in the following three forms:
1. Project Type: consulting services for specific projects
2. Spot Type: hourly consulting services
3. Partner Type: monthly subscription consulting services
Consulting is generally delivered in an online format using Google Meet or Zoom.
For Project Type and Partner Type, the Company may provide in-person consulting only when it deems it necessary.
Spot Type is provided only online and the service is delivered on an hourly basis.

Article 3 (Fees and Payment)

The price of the Service shall be the amount stated on the pricing page of the Company’s official website, the amount stated in the service materials, or the amount notified through an estimate issued by the Company. Please be sure to check the latest pricing on the official website, service materials, or the estimate.
The timing of payment shall be as follows depending on the form of the Service:
1. Project Type: after approval of the estimate, the User shall pay a deposit of 33% or 50% (advance payment), and shall pay the remaining balance after delivery is completed. However, if the project term exceeds 12 months, the User shall pay a monthly amount calculated by dividing the estimated project price by the project term.
2. Spot Type: the User shall pay the full amount before the consulting is conducted.
3. Partner Type: the User shall pay the subscription fee in advance, either on a Monthly basis or a Quarterly basis, as determined at the time of contracting.
Payment methods shall be as follows:
1. Credit card payment
2. Bank transfer (invoice payment)
For Spot Type and Partner Type, credit card payment shall be the prioritized payment method unless there are unavoidable reasons.
The contract is considered to be concluded upon completion of payment confirmation.
For bank transfer, the User shall transfer to the designated account by the end of the month following the month in which the invoice is issued. Any transfer fees shall be borne by the User.
The provided prices may change due to campaigns, etc.

Article 4 (Special Conditions for Spot-Type Services)

Spot-Type Services are provided on the assumption that advance payment has been completed.
Cancellation of Spot-Type Services shall be accepted only if the Company is notified no later than 24 hours before the scheduled consulting time.
Cancellations within 24 hours of the scheduled consulting time will not be accepted, and 100% of the consulting fee shall be charged.
Rescheduling of Spot-Type Services is allowed only once after payment.
If any rescheduling occurs from the second time onward, the Company shall charge 100% of the existing consulting fee, and the User shall pay the new Spot-Type consulting fee and make a new reservation.
Spot-Type consulting is provided within a limited time. Therefore, the User’s issues may not be resolved within the prescribed time. The User acknowledges this limitation in advance.

Article 5 (Special Conditions for Partner-Type Services)

Partner-Type Services are automatically renewed based on the payment method selected at the time of contracting (monthly or quarterly). If monthly, the service will be automatically renewed on the same day of the following month; if quarterly, it will be automatically renewed on the same day of the following quarter.
The User may cancel the subscription at any time.
Even after cancellation, consulting will continue until the already-paid period expires.
If payment cannot be confirmed or if the subscription is cancelled, the Company shall immediately suspend ongoing consulting (even during the consulting plan).

Article 6 (Prohibited Acts)

In using the Service, the User must not engage in any of the following acts:

Acts that violate applicable laws and regulations or public policy and good morals
Acts related to criminal conduct
Acts that interfere with the operation of the Service
Acts that constitute or are involved with antisocial forces
Acts that disclose or leak information obtained from the Company to third parties
Acts that infringe the Company’s intellectual property rights

Article 7 (Termination of Contract)

If it is determined that the User is an antisocial force, the Company shall immediately terminate the contract.
If such a fact is identified, the Company shall report it to the competent governmental authority.

Article 8 (Disclaimer)

The Company shall bear no responsibility for any damages arising from the use of the Service.
The Company does not make any guarantee regarding effects or outcomes obtained as a result of the consulting services.
The Company shall bear no responsibility for business effects such as realization of operational efficiency and automation, increased sales, and reduced costs.
In providing the services, the Company may use LLM AI services such as OpenAI and Anthropic for the purpose of improving operational efficiency and automation.
For the Company’s website or any website accessible through the Service, the Company shall bear no responsibility for any damages (including computer virus infection, leakage of privacy information, loss of data, etc.) suffered as a result of the User’s use of such websites.
The Company shall also bear no responsibility if providing the Service becomes difficult due to technical problems of Google Meet or Zoom, service suspension, etc.
In operational efficiency and automation, any initial and ongoing costs related to external products such as IaaS, PaaS, SaaS, and iPaaS contracted by the User shall be borne by the User.
The Company shall bear no responsibility for losses arising when external services such as IaaS, PaaS, SaaS, and iPaaS introduced by the Company to the User for operational efficiency and automation are terminated, changed, functionally restricted, or suffer service failures.
In Project-Type and Spot-Type consulting, if the external services introduced by the Company are terminated, the User may consult the Company regarding the selection and implementation of alternative services. However, consulting related to the selection, implementation, and setup of alternative services will be subject to separate fees under a new contract.
For modifications required due to API changes, feature changes, specification changes, etc. of external products such as IaaS, PaaS, SaaS, and iPaaS introduced by the Company, the following applies:
1. For Project-Type, Spot-Type, and Partner-Type (only where the Partner-Type contract has ended), additional fees shall be charged for modification work.
2. For Partner-Type users whose contracts are ongoing, support shall be provided within the scope of that contract.
If the Company implements operational efficiency and automation using web scraping technologies, and the efficiency/automation system is affected due to changes to the structure of the target website, changes in the technology stack, addition of access restrictions, changes to the terms of use, etc., the Company shall bear no responsibility. The User acknowledges in advance that the use of web scraping may result in the system being stopped or restricted due to changes in the target website.

Article 9 (Consent)

The User shall be deemed to have agreed to these Terms by completing the procedure for submitting an application for contracting.

Article 10 (Intellectual Property Rights)

Intellectual property rights related to deliverables created by the Company in the Service (including but not limited to proposals, reports, analysis materials, business process flow diagrams, source code in system development, algorithms, operational know-how, implementation procedures, operation manuals, etc.) shall belong to the Company. However, if separate provisions are set forth in an individual contract, those provisions shall apply.
Intellectual property rights related to information, materials, data, etc. provided by the User shall belong to the User, and the Company may use them only within the scope of purposes for providing consulting services.
Intellectual property rights related to general methods, know-how, templates, etc. used by the Company in consulting services that have not been independently developed specifically for a particular User shall belong to the Company.
Regardless of the assignment of intellectual property rights set forth in this Article, the User permits the Company to introduce the results obtained from the Service as part of the Company’s performance/achievements. However, if the User makes a written request, the Company shall discontinue such introductions.

Article 11 (Refunds)

Under the Service, refunds are not provided for any of the service forms, whether Project-Type, Spot-Type, or Partner-Type.
Due to the nature of consulting services, cancellations and refunds after the start of service provision are generally not accepted.

Article 12 (Cancellation Policy)

(Project-Type)
1. Cancellation after the conclusion of the contract shall be determined through individual consultation.
2. In the event of cancellation after paying the deposit, any deposit amounts already paid will not be refunded.
(Spot-Type)
As set forth in Article 4.
(Partner-Type)
As set forth in Article 5.

Article 13 (Deliverables and Delivery Criteria)

For Project-Type, deliverables shall be defined based on the specifications agreed upon at the time of contracting.
Deliverables may include the following items:
1. Various materials prepared based on the agreed specifications
2. Analysis result reports
3. Business improvement proposal documents
4. Implementation support materials
5. Deployment and setup of external products such as IaaS, PaaS, SaaS, and iPaaS
Delivery will be carried out through the following procedures:
1. After the Company completes the consulting deliverables, the Company requests the User’s review.
2. The User shall notify the Company of the review results within ten business days.
3. If the User does not provide notification, the deliverables shall be deemed approved upon the expiration of ten business days.
Delivery is deemed complete when all of the following are satisfied:
1. the deliverables meet the requirements of the specification agreed upon at the time of contracting
2. the User approves the deliverables, or the deliverables are deemed approved under the preceding paragraph
For the following matters found after delivery completion, the Company shall correct them free of charge:
1. clear misstatements of fact or calculation errors
2. inconsistencies with the specifications agreed upon at the time of contracting
Provided, however, that the notice must be given to the Company within 14 days from the delivery completion date.

Article 14 (Confidentiality)

The Company and the User shall treat as confidential any technical, sales, operational, personal information, and other information learned from the other party in connection with the provision of the Service (collectively, the “Confidential Information”), and shall not disclose or leak such information to any third party without the other party’s prior written consent.
Notwithstanding the preceding paragraph, the following information shall be excluded from Confidential Information:
1. information already possessed prior to receiving disclosure
2. information that was publicly known before receiving disclosure
3. information that becomes publicly known after receiving disclosure without fault of the receiving party
4. information lawfully obtained from a third party having legitimate authority
5. information independently developed or obtained without Confidential Information
The Company and the User shall use Confidential Information only to the extent necessary for providing the Service, and shall not use it for any other purposes.
When the Company or the User discloses Confidential Information to its officers, employees, contractors, etc., it shall impose confidentiality obligations equivalent to this Article on the recipients of such disclosure.
The confidentiality obligations set forth in this Article shall survive indefinitely as long as the User uses the Company’s services.
For Project-Type and Partner-Type users, separate confidentiality agreements may be concluded in addition to these Terms.

Article 15 (Contact)

Inquiries regarding the Service shall be made through the inquiry form designated by the Company. For details of the business operator, please refer to the disclosure based on the Act on Specified Commercial Transactions on the Company’s website.

Article 16 (Governing Law and Jurisdiction)

The interpretation and application of these Terms shall be governed by the laws of Japan.
Any disputes arising in connection with the Service shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

Article 17 (Changes to the Terms)

The Company may change these Terms as necessary.
Changes to these Terms shall become effective upon notice on the Company’s website.
After the changes, the Terms shall take effect from the date on which the notice is provided.

Supplementary Provisions

These Terms shall come into effect on January 14, 2025.