Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between you and Jinzai-sha regarding your use of our services and website. By engaging with our services or using our website, you accept and agree to be bound by these terms in their entirety.

Please read these terms carefully. If you do not agree with any part of these terms, you should not use our services or website. These terms supplement and work in conjunction with our Terms of Service, Privacy Policy, and any specific service agreements we enter into with clients.

1. Nature of This Agreement

These Terms and Conditions form a binding legal contract between you and Jinzai-sha. By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to these terms. If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

These terms apply to all users of our website and services, including prospective clients, current clients, and visitors. Specific consulting engagements will be governed by separate service agreements that incorporate these terms by reference.

2. User Conduct and Obligations

General Conduct Requirements

You agree to use our website and services in a lawful, ethical, and professional manner. You will not engage in any conduct that could damage, disable, or impair our services, or interfere with any other party's use of our services.

Prohibited Activities

You specifically agree not to:

Compliance with Laws

You are responsible for ensuring that your use of our services complies with all applicable laws, regulations, and industry standards in your jurisdiction. This includes but is not limited to labor laws, data protection regulations, anti-discrimination laws, and professional conduct standards.

Professional Conduct

During any engagement with Jinzai-sha, you agree to maintain professional standards of conduct, provide accurate and complete information, respond to reasonable requests in a timely manner, and cooperate in good faith to achieve the agreed objectives.

3. Content and Communication Standards

Prohibited Content

You may not post, transmit, or share any content through our services that is:

Communication Standards

All communications with Jinzai-sha should be conducted professionally and respectfully. We reserve the right to refuse service or terminate relationships with users who engage in abusive, threatening, or otherwise inappropriate behavior toward our staff or representatives.

4. Age Restrictions and Capacity

Our services are intended for adults who have the legal capacity to enter into binding contracts. By using our services, you represent that you are at least 18 years of age and have the legal authority to enter into this agreement.

If you are entering into this agreement on behalf of an organization, you warrant that you have the necessary authority to bind that organization to these terms and that the organization has the legal capacity to enter into and perform its obligations under this agreement.

5. Client Responsibilities and Cooperation

Information Provision

When engaging our consulting services, you agree to provide accurate, complete, and timely information necessary for us to perform our work effectively. You acknowledge that the quality and effectiveness of our services depend significantly on the information and access you provide.

Internal Cooperation

You agree to facilitate reasonable access to relevant personnel, documents, and systems within your organization as needed for service delivery. This includes ensuring that key stakeholders are available for meetings and that necessary approvals are obtained in a timely manner.

Implementation Responsibility

While we provide recommendations and guidance, the ultimate responsibility for implementing changes and managing your organization rests with you. You acknowledge that consulting advice requires your judgment and adaptation to your specific circumstances.

6. Privacy and Data Protection

Your use of our services is subject to our Privacy Policy, which describes how we collect, use, and protect your personal information. By agreeing to these Terms and Conditions, you also agree to the practices described in our Privacy Policy.

You agree to comply with all applicable data protection and privacy laws in your provision of information to us and in your use of any data or insights we provide. If you share information about employees or other individuals with us, you represent that you have the necessary rights and consents to do so.

8. Disclaimers and Warranties

Professional Advice Disclaimer

While we strive to provide high-quality consulting services based on our expertise and experience, we make no guarantees about specific outcomes or results. Our recommendations are based on information available at the time and require your judgment and adaptation to your specific circumstances.

No Warranty of Results

We do not warrant that our services will achieve any particular result, solve all problems, or be free from errors or omissions. Organizational challenges are complex and influenced by many factors beyond our control. Success depends on proper implementation, organizational commitment, and various external factors.

Services "As Is"

Our services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our services will be uninterrupted, timely, secure, or error-free.

9. Limitation of Liability

Exclusion of Consequential Damages

To the maximum extent permitted by law, Jinzai-sha shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, whether arising from contract, tort, or any other legal theory.

Cap on Liability

Our total aggregate liability to you for all claims arising from or related to these Terms and Conditions or our services shall not exceed the total fees you have paid to Jinzai-sha in the twelve months preceding the claim, or five hundred thousand Japanese yen (¥500,000), whichever is greater.

Exceptions

These limitations do not apply to liabilities that cannot be limited or excluded by law, such as liability for gross negligence, willful misconduct, fraud, or personal injury.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these terms due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, power outages, or telecommunications failures.

If such circumstances continue for more than 60 days, either party may terminate the affected engagement upon written notice to the other party.

11. Governing Law and Jurisdiction

Applicable Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan, without giving effect to any principles of conflicts of law that would require the application of the laws of another jurisdiction.

Dispute Resolution

In the event of any dispute arising from or relating to these terms, the parties agree to first attempt to resolve the matter through good faith negotiations. If negotiations fail to resolve the dispute within 30 days, either party may pursue legal remedies.

Exclusive Jurisdiction

Any legal action or proceeding arising from or related to these terms shall be brought exclusively in the courts located in Tokyo, Japan. You hereby consent to the personal jurisdiction of such courts and waive any objection to venue in these courts.

12. Severability and Waiver

Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. The invalid provision shall be deemed replaced by a valid provision that most closely approximates the intent and economic effect of the original provision.

Waiver

No waiver of any term or condition of this agreement shall be valid unless in writing and signed by Jinzai-sha. The failure of either party to enforce any provision of these terms shall not be construed as a waiver of such provision or the right to enforce it at a later time.

13. Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Terms of Service, and any specific service agreements, constitute the entire agreement between you and Jinzai-sha regarding your use of our website and services. These terms supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter herein.

14. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. When we make changes, we will update the "Last updated" date at the top of this page and may notify you through email or a notice on our website.

Material changes will be communicated at least 30 days before they take effect. Your continued use of our services after changes become effective constitutes your acceptance of the modified terms. If you do not agree to the changes, you should discontinue use of our services.