MEPLA Expert Terms & Conditions
This MEPLA Expert Terms & Conditions (hereinafter referred to as the “Terms & Conditions”) was made by MEPLA Japan Co., Ltd. (hereinafter referred to as the “Company”) and anyone who wishes to register as an expert and/or has registered as an expert (hereinafter referred to as the “Expert”). The Expert is required to read and agree to these Terms & Conditions in his/her entirety.
Article 1 Definitions
The following terms used in this Terms & Conditions shall have the meanings set forth below.
- MEPLA Expert: means a system, including a web system, that is used by a person who wishes to be entrusted with Consulting Cases, Etc. from the Company to register and provide Consulting Services to the Client, as well as to report the results of such services.
- Consultation Cases: means consulting and answering services for clients (including Expert interviews and Expert surveys).
- Consulting Projects: means project-based guidance services for clients, such as management guidance and business improvement, for a certain period of time.
- Advisory Cases: means the service of meeting with clients on a regular basis and providing advice.
- Consulting Cases, Etc.: means Consultation Cases, Consulting Projects, and Advisory Cases.
- Consulting Services: means the services provided as stipulated in outsourcing agreements for Consulting cases, etc. with the Client.
- Client: means the clients of Consulting Cases, Consulting Projects, or Advisory Cases.
- Subcontract Agreement: means the subcontract agreement made between the Experts and the Company for Consulting Cases, Etc.
- Expert Services: means all services performed by the Expert in relation to the Expert’s registrations, including the registrations as the Expert, the consideration of whether to accept a commission Consulting Cases, Etc., requested by the Company, Subcontract Agreement with the Company, and the provision of services for Consulting Cases, Etc., entrusted to the Expert.
- MEPLA Expert Website: means https://mepla.co.jp/expert-en/
- Intellectual Property Rights: means the copyrights, patent rights, utility model rights, design rights, trademark rights, and other intellectual property rights (including the right to acquire such rights or to apply for registration, etc. of such rights).
Article 2 Registration
- A person who wishes to register as the MEPLA Expert (hereinafter referred to as a “Prospective Registrant”) may apply to the Company for registration as the MEPLA Expert by agreeing to comply with these Terms & Conditions and providing the Company with the certain information (hereinafter referred to as the “Registration Items”) in a manner prescribed by the Company.
- In accordance with the Company’s standards, the Company shall determine whether or not to register the Prospective Registrant who has applied for registration in accordance with paragraph 1. If the Company approves the registration, the Company shall notify the Prospective Registrant of the result. The registration of the Prospective Registrant as the Expert shall deem to be completed when the Company notifies the Prospective Registrant as described in this paragraph.
- The Company reserves the right to refuse the registration or the re-registration in the event that a Prospective Registrant or the Expert falls under any of the following categories. And the Company is no obligation to disclose the reasons for such refusal.
- In case there is a falsehood, error, or omission in all or part of the Registration Items provided to the Company
- In case they are a minor, adult wards and other persons whose legal acts are restricted.
- In case of the Company deems that people are an antisocial force, etc., has some kind of interaction or involvement with antisocial forces, etc., such as cooperating with or being involved in the maintenance, operation or management of antisocial forces, etc., through the provision of funds or other means.
- In case of the Company determines that such person has breached the Company’s agreements in the past or has related to such people.
- In case of the Company determines that the registration is inappropriate.
- The Company may provide the Client with the Expert’s Registration Items in order to select the Expert that the Company deems appropriate.
- The Company may post the Expert’s Registration Items on MEPLA Expert Website. However, the information to be posted will be limited to the scope of the information that the Experts have agreed to post.
Article 3 Conclusion of Consignment Agreement
- The Company is entrusted with the Consulting Cases, Etc. from the Client and subcontracts the Consulting Services to the Expert. The Expert shall provide Consulting Services in accordance with the outsourcing agreement between the Company and the Client, this Terms & Conditions, and the methods specified by the Company.
- The Company will provide the Expert with the necessary information to determine whether or not to be entrusted with the Consulting Cases, Etc., and request the Expert to provide Consulting Services to the Client.
For Consulting Projects and Advisory Cases, if the Expert agrees to the request, the Company shall conclude the Subcontract Agreement in writing with the Expert as separately stipulated by the Company.
For Consultation Cases, the Subcontract Agreement is concluded when the Expert’s notification of acceptance of the request reaches the Company. If the Expert sends a response to the Company or the Client regarding the Consultation Cases without notification of acceptance, such reply shall be deemed to have been accepted by the Expert when it reaches the Company or the Client.
- Upon completion of the Consultation Cases, the Expert shall inform the Company of the completion of the provision of the service of the Consultation Cases and the summary of the response in a manner separately stipulated by the Company within three (3) business days from the day following the completion of the provision of that service.
Article 4 Responsibility of the Expert
- The Consulting Projects and the Advisory Cases shall be subject to a separately concluded Subcontract Agreement in writing.
- The Company shall pay the Expert a fee, separately agreed between the Company and the Expert, for the provision of services for the Consultation Cases.
- If the Client cancels the Consultation cases before providing this service, the Company will not pay the expert any fees.
- The Company shall pay the fees for Consultation Cases by the last day of the following month by bank transfer to the bank account designated by the expert, with the last day of each month being the closing date, based on the date on which the Company receives the notification from the Expert and confirms that the notification is true in accordance with paragraph 3 of the previous article. However, if this date falls on a non-business day of the Bank used by the Company, the payment shall be made on the following business day.
- The Company shall not be responsible for any taxes imposed on the Expert in relation to the receipt of fees or the provision of the services of the Consultation cases, other than withholding taxes as required by law, the Expert shall bear and deal with such taxes at their own expense and responsibility.
- The Expert shall be deemed to have waived his/her right to receive payment of fees in any of the following cases.
(1) Where, despite notification by the Company, the Expert does not inform the Company of the completion of the provision of services for the Consultation Case in accordance with paragraph 3 of the preceding Article by the latter of (i) and (ii) below:
(i) Thirty (30) days have passed from the day following the day on which the Subcontract Agreement was concluded in accordance with paragraph 2 of the preceding article.
(ii) Ten (10) days have passed from the day following the day on which the provision of the service for the consultation case was completed.
(2) Where despite notification by the Company, the Client does not designate a valid bank account for the transfer of the fees within one month from the date of notification of the completion of the Consultation Case in accordance with paragraph 3 of the preceding Article.
Article 5 Confidentiality
- The Experts shall strictly keep confidential with respect to Company and Clients technical, business, and other information (excluding personal information, and this will collectively be referred to as “Confidential Information”) and personal information (they will collectively be referred to as “Information”) obtained through the Expert Services, and shall not disclose or leak the Information to any third party without the prior written consent of the Company. The Confidential Information shall also include the contents of the Subcontract Agreement, including the subcontracted fee from the Company to the Expert.
- Any of the following items shall be excluded from the Confidential Information subject to the obligation of confidentiality.
- Any Information which was already public knowledge at the time it was disclosed from the Company or the Client, or subsequently became public knowledge through no fault of the Expert.
- Any Information that the Expert already holds and can be proved that they owned when it was disclosed by the Company or the Client or when the Expert can know.
- Any legally and legitimately Information obtained from the third parties without any obligation of confidentiality.
- Any Information that has been subject to compulsory disclosure by government agencies based on laws and regulations
- The Expert shall comply with the following provisions.
- When handling the personal information, only to the necessary extent for the Expert Services.
- Do not provide personal information to the third parties without the permission of the third parties other than the individual and the Client.
- The following security measures should be applied to the transfer of the Information.
- When sending the e-mail: The Encryption or setting passwords for attached files, etc.
- When sending documents: The use of acceptance-recorded mail or courier service, etc.
- The computer used for handling the Information shall be a dedicated personal computer without sharing it with others.
- It shall install a paid security software that protects against viruses and unauthorized access on computers used for handling the Information.
- Do not install file-sharing software such as Winny on the computers used for handling the Information.
- Personal computers that handle the Information must be equipped with login ID and password, fingerprint authentication systems, or other measures.
- When storing the Information in a storage area on the cloud service, the Expert shall use a paid cloud service and set a password that cannot be guessed by third parties, and properly manages the login ID and password to prevent the Information leakage.
- If the Information is in paper form, it must be kept under lock and key control.
- If the Information is in paper form, use a shredder when disposing of it, and take safety control measures to prevent information leakage.
- The Information should be handled in the office or the other workplace. It should not be handled in public places where it can be seen by third parties, such as on the train.
- In the event of loss, damage, or leakage of the Information, or the possibility of such loss, damage, or leakage, regardless of the reason, immediately report to the Company and promptly take appropriate protective measures based on the Company’s instructions.
- In the event that the Company determines the Expert’s management system, measures, etc. for the compliance items stipulated in each item of the preceding paragraph are insufficient, , the Company can request to the Expert to improve the management system, measures, etc., in a specified period.
- The Experts shall report to the Company on the handling status of the Information at the same time as the business implementation report.
- The Expert shall handle the Information appropriately in accordance with the Terms & Conditions, and the Company may conduct an audit of the Expert to ensure that the Information is being handled appropriately.
- The Expert shall implement appropriate management systems and measures to prevent leaks and prohibit theft of the Information. In the event that the Company determines that the Expert’s management system and measures are insufficient, or that the Expert is not complying with the Company’s management instructions, the Company may request the Expert to improve the management system and measures for a specified period of time. If the Expert fails to comply with the request, the Company may terminate the Expert’s registration of the MEPLA Expert.
- In the event that the Expert withdraws from the MEPLA Expert, the Expert shall delete the Information in an appropriate and secure manner. But the Expert shall comply with any instructions are given by the Company or the Client to return the Information.
- The provisions of this article shall remain in effect even after the Expert’s registration with the MEPLA Expert has been terminated.
Article 6 Prohibited Matters
The Expert must not perform any of the following activities when performing the Expert Services.
- Any action provides false or inaccurate information.
- Any action that slander, defame, threaten, or may slander, defame, or threaten an individual or group.
- Any action infringes or may infringe on the rights of others, including Intellectual Property Rights.
- Any action uses information obtained through the Expert Services beyond the scope of use for the Expert Services, disclosure or provision of such information to third parties, regardless of the method of reproduction, sale, publication, etc.
- Any action used information obtained through the Expert Services to demand money, etc. from, or to cause disadvantage or damage to, the Company or a third party.
- Any action interferes with the smooth operation of the Company’s business, or any action that defames or may defame the Company or the Client.
- Criminal actions, action against laws and regulations, and other action against public order and morals, or action that may lead to such actions.
- Any action of belonging to organizations related to antisocial forces, acts of having inappropriate relationships such as giving benefits to or using antisocial forces, or acts that may lead to such acts.
- Other actions that the Company deems inappropriate.
Article 7 Suspension, Termination, etc. of the MEPLA Expert
- In the event when the Company deems that any of the following events occur, the Company can change the contents of the MEPLA Expert or the Web system functions without prior notice to the Expert , or suspend the registration of the MEPLA Expert, the request of cases to the Expert, the Web system functions, for the period necessary for the successful delivery of the MEPLA Expert .
- In the event that the infrastructure, systems, etc., for providing the MEPLA Expert are subject to periodic maintenance, inspection, renewal, or urgent need, the Company may, at its sole discretion, for periodic maintenance, inspection, updating, or urgent needs.
- In the event of a sudden web system failure, etc.
- In the event when it is difficult to operate the MEPLA Expert due to other unforeseen circumstances.
- The Company may terminate the Subcontract Agreement or the registration of the Expert as the MEPLA Expert without any notice to the Expert if The Company determine that any of the following events has occurred:
- Where the Expert violates any of the provisions of this Terms & Conditions.
- Where the Company determines that the Company cannot maintain the relationship of trust between the Company and the Expert.
- In addition to the cases listed in the preceding paragraphs, the Company may suspend or terminate the provision of the MEPLA Expert at any time if the Company deems it necessary. In this case, the Company shall give prior notice on MEPLA Expert Website or by e-mail.
Article 8 Liability of the Company
- The Company will subcontract the Consulting Cases, Etc. to the Experts whom the Company believe are suitable by taking into consideration of their career, skills, aptitude, and future orientation. In some cases, the Company may provide Web system functions in conjunction with these services. However, the Company does not guarantee the Expert will be offered Consulting Cases, Etc. by the Company.
- The Company shall not be liable for any mental or physical damage caused to the Expert as a result of the Expert’s registration as the Expert or the provision of Consulting Services entrusted to the Expert.
- The Company shall not be liable for any damages incurred by the Expert as a result of any impediment to the provision of the MEPLA Expert or difficulty in providing the MEPLA Expert due to virus damage that cannot normally be prevented by reasonable virus countermeasures taken in the information handling business, or any other force majeure such as fire, power failure, or natural disaster not attributable to the Company.
- The Company does not guarantee the accuracy of the information provided to the Expert, including corporate information and other information about third parties, corporate advertisements, job advertisements and other information provided by third parties.
- The company does not guarantee that the MEPLA Expert Website is error-free and free of defects, the server or other equipment is free of viruses other harmful components, the infrastructure or systems used to provide the MEPLA Expert are free of defects.
- The Company has no obligation to respond to questions or otherwise deal with matters that are confidential to the Company.
- The Company does not guarantee to the Expert, either expressly or implicitly, that the MEPLA Expert will be fit for the Expert’s particular purpose, will be as accurate or useful as expected, will be available continuously, or will be free from defects.
- The Company shall not be liable to compensate the Expert for any incidental, indirect, special, future, or lost profits damages incurred by the Expert due to the Company’s default or tort in relation to the MEPLA Expert.
- Any disputes that may arise between the Expert and the Client, other Experts, or the third party in connection with the MEPLA Expert shall be resolved by the Expert at the Expert’s own risk, and the Company shall not be held responsible for any such disputes.
Article 9 Handling of Personal Information
- The Company will use the Cookie to further improve the MEPLA Expert. By using the MEPLA Expert Website system the Expert is considered to have agreed to the following content.
- The Cookie is a technology that allows the Company to temporarily store information about the Expert in the Expert’s device. Through the use of the Cookie, the Company analyzes the login management and operation logs when the Expert uses the MEPLA Expert Website and Cookies to provide an optimized service for each Expert.
- The Company shall be able to, at its discretion, use and disclose the information, data, etc., provided by the Expert to the Company as statistical information in a non-personally identifiable and the Expert shall not object to this.
Article 10 Termination of Registration
- The Expert may terminate the registration as the Expert by following the procedures prescribed by the Company.
- If there are any debts owed by the Expert to the Company at the time of termination of registration, the Expert will naturally lose the benefit of time for all such debts and must immediately pay all such debts to the Company.
Article 11 Changes of the Terms & Conditions
Article 12 Retention Period of the information
- The information stored on the server owned by the Company, such as information related to interactions with the Company or Client, may be deleted after two years. After the deletion, the information cannot be restored.
- The Expert shall, at his own responsibility and expense, take all necessary measures to prevent any disadvantage or damage to themself in light of the circumstances described in the preceding paragraph.
Article 13 Compensation for Damages
In the event that the Expert violates these Terms & Conditions or causes damage to MEPLA, the Client, or any third parties using the MEPLA Expert, the Expert shall promptly compensate for such damage.
Article 14 Matters to be discussed
In the event that there are any doubts arose regarding the interpretation of these Terms & Conditions, or any matters not stipulated in these Terms & Conditions, the Company and the Expert shall consult them in good faith to resolve the matter.
Article 15 Governing Law and Court of Jurisdiction
Terms & Conditions shall be governed by the laws of Japan, and any dispute arising out of or relating to Terms & Conditions shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of the first instance.
Article 16 Contact for Inquiries
For inquiries regarding these Terms & Conditions, please contact the following
MEPLA Expert Team
3-2-14-2F, Nihonbashi, Chuo-ku, Tokyo, Japan, 103-0027
Enacted: July 20, 2021
Updated: October 18, 2021
MEPLA Japan Co., Ltd.