newji Platform
Terms of Service

Article 1 (Purpose and Definitions)

1. The purpose of these Terms is to define the rights and obligations between the Company and the Customer with respect to the use of the Service.
2. The terms used in these Terms have the following meanings:
   1. the Service — The cloud-based procurement and purchasing management platform "newji" provided by the Company, including its related features, documentation, and support.
   2. the Customer — The legal entity that has entered into a service agreement with the Company for use of the Service.
   3. User — An individual, such as an employee of the Customer, who holds an account for the Service and uses the Service.
   4. Business Data — Business data registered or generated by the Customer on the Service, including item information, supplier information, quotations, purchase orders, contracts, inventory, attachments, and other operational data.
   5. AI Features — Features within the Service that are provided using AI (large language models, etc.), including AI Chat, AI Price Validity Assessment, AI Alerts, AI Import, AI Skills, and similar functions.

Article 2 (Consent to these Terms)

1. The Customer shall use the Service upon agreeing to these Terms. Commencement of use of the Service shall be deemed to constitute consent to these Terms.
2. Users shall use the Service on the premise that the Customer to which they belong has agreed to these Terms.

Article 3 (Formation of the Agreement and Contract Period)

1. The service agreement shall be formed when the Customer completes the application procedure designated by the Company and the Company accepts such application.
2. The term of the service agreement shall be the period agreed upon at the time of application. In the absence of such agreement, the term shall be on a month-to-month basis and shall automatically renew unless notice of cancellation is given.

Article 4 (Pricing Plans and Payment)

1. The Customer shall pay the Company the usage fees corresponding to the pricing plan selected at the time of application.
2. The pricing plans consist of the following:
   1. Starter Plan — JPY 2,500 per month (excl. tax) / per User
      • Number of registered users: up to 3
      • Number of registered items: up to 500
      • Monthly orders and receipts: up to 500 in total
      • Basic features (purchase order and receipt management, quotation management / RFQ, item master management, inventory management, approval workflow, CSV/PDF output, email support)
   2. Business Plan — Price based on individual quotation
      • All features in the Starter Plan
      • Full AI features (AI Assistant, AI Price Validity Assessment, AI Alerts, AI Data Import, etc.)
      • Bulk CSV import/export
      • API integration (scope to be expanded progressively)
      • Implementation support and data migration support
      • Dedicated support
3. Pricing plans and limit figures may be modified with reasonable advance notice. Changes shall be announced through notification on the Service or to the Customer's registered email address prior to the date of change.
4. Payment Method — Payment of usage fees shall in principle be made through Stripe payment (credit card, etc.). The Customer agrees to the terms of service for payment services provided by Stripe Payments and to the "Supplementary Provisions for Stripe Payment" separately established by the Company before using the Service.
5. Billing Timing — For monthly plans, usage fees shall be charged automatically every month from the start date of use. For annual plans, the annual amount shall be charged in a lump sum at the time of contracting and at the time of annual renewal.
6. Handling of Payment Failure — If payment fails due to credit card expiration, credit errors, or similar reasons, the Company shall notify the Customer and request that the payment method be updated within a reasonable period. If payment is not completed within a reasonable period, the Company may temporarily suspend the provision of the Service or terminate the agreement.
7. Refunds — Usage fees already paid shall not in principle be refunded, except where such refund is due to the Company's willful misconduct or gross negligence, or where the Company has specifically authorized a refund.
8. Consumption Tax, etc. — Amounts shown are exclusive of tax. Consumption tax and other applicable amounts shall be paid separately.

Article 5 (Handling of Plan Limit Overages)

1. If the Customer attempts to exceed the limit numbers of the contracted plan (number of users, number of items, number of orders and receipts), the Service may restrict new additions.
2. If the Customer wishes to upgrade to a higher plan, please apply to the Company.
3. If a temporary overage accommodation is required, please consult with the Company.

Article 6 (Provision of the Service and SLA)

1. The Company shall endeavor to make the Service available 24 hours a day, 365 days a year.
2. The Company sets a monthly target uptime of 99.5% for the Service and endeavors to maintain this target.
3. In calculating the uptime under this Article, the following periods shall be excluded from the denominator:
   1. Downtime resulting from scheduled maintenance outages announced in advance
   2. Downtime due to force majeure events (natural disasters, power outages, communication line failures, cloud provider outages, etc.)
   3. Downtime caused by the acts of the Customer or third parties
4. In the event emergency maintenance is required, the Company may suspend the Service without prior notice.
5. The uptime target under this Article is a best-efforts target, and no refunds or compensation shall be provided solely because the target is not met (however, the Company may bear liability for damages within the scope of the limitation of liability set forth in Article 13).

Article 7 (Handling of Business Data)

1. Ownership — Ownership of Business Data belongs to the Customer. The Company shall process Business Data to the extent necessary for the provision of the Service.
2. Tenant Isolation — Business Data is structurally segregated from the data of other customers by company ID (companyId) scope, and is designed to be inaccessible to other customers.
3. Export Rights — The Customer's administrator may, at any time, bulk-download the Customer's Business Data in CSV format from the administrative console of the Service.
4. Prohibition of Provision to Third Parties — The Company shall not provide Business Data to third parties except with the Customer's explicit consent or where required by law.
5. Confidentiality — The Company shall not use Business Data for any purpose other than the provision of the Service, and shall maintain confidentiality with the care of a prudent manager.
6. Backups — The Company shall regularly back up Business Data; however, it is recommended that the Customer also export and store important data themselves.

Article 8 (Conditions for Use of AI Features)

1. By using AI Features, the Customer agrees that the minimum necessary Business Data will be transmitted to external AI providers (Anthropic / OpenAI / Google, etc.). The handling of the scope of transmitted data and the use of such data by external providers for training purposes shall be in accordance with Article 6 of the Privacy Policy.
2. Nature of AI Features — AI Features (in particular AI Price Validity Assessment, AI Alerts, AI Chat, etc.) provide reference information to assist the Customer's business judgment, and the Company does not guarantee the accuracy, completeness, or usefulness of the results.
3. Responsibility for Final Decisions — The responsibility for final decisions regarding business judgments, purchase orders, price determinations, and other matters made based on information presented by AI Features rests with the Customer. The Company shall bear liability for damages arising from actions taken in accordance with AI Feature recommendations only within the scope of the limitation of liability set forth in Article 13.
4. Disabling AI Features — The Customer may disable all AI Features through the settings in the administrative console.
5. Policy on Provision of AI API Keys — For the use of AI Features, API keys are provided through two methods used in combination:
   1. Company-provided — For some AI features necessary for the basic operation of the Service, the Company provides API keys from external AI providers contracted by the Company. AI usage fees within this scope are included in the Service usage fees and shall not constitute an additional burden for the Customer. However, from the perspective of fair use, usage exceeding the reasonable scope defined by the Company (in terms of frequency and token volume) may be subject to restrictions or additional charges.
   2. Customer-provided — For most AI features (AI Chat, AI Price Validity Assessment, AI Alerts, etc.), the Customer shall enter into a commercial API agreement with an external AI provider, register their API key with the Service, and the features shall then become available. In this case, the AI usage fees (payments to external providers) shall be borne directly by the Customer.
6. Secure Management of API Keys — API keys registered by the Customer shall be stored by the Company in encrypted form and managed so as to prevent access by other customers or third parties. The Company shall not use such API keys for any purpose other than the provision of the Service without the Customer's consent.
7. Disclaimer for External Provider Failures — If some or all AI Features become unavailable due to failures, specification changes, or changes in contract terms on the part of external AI providers, the Company shall not be liable for any damages arising therefrom.

Article 9 (Prohibited Conduct)

The Customer and Users shall not engage in any of the following acts in using the Service.

1. Acts that violate laws and regulations, public order and morals, these Terms, or individual terms and conditions
2. Registering false information, or impersonation
3. Acts that infringe the intellectual property rights, privacy rights, or other rights of other customers, the Company, or third parties
4. Acts that interfere with the operation of the Service, unauthorized access, reverse engineering, or excessive automated access using bots, etc.
5. Attempts to explore vulnerabilities in, attack, or intrude into the Service or related systems (except where the Company has given prior written permission)
6. Use of the Service by a competing business for the purpose of competitive research
7. Sharing account information, passwords, API keys, two-factor authentication secrets, or similar with third parties
8. Unauthorized reproduction, republication, or sale of information obtained through the Service
9. Money laundering, transactions with anti-social forces / organized crime groups, or other illegal activities using the Service
10. Other acts that the Company reasonably determines to be inappropriate

Article 10 (Intellectual Property Rights)

1. Copyrights, patent rights, trademark rights, and other intellectual property rights relating to the Service and the Website belong to the Company or to third parties that have licensed such rights to the Company.
2. The Customer has only a non-exclusive, non-transferable, non-sublicensable license to use the Service within the scope of these Terms, and does not receive any assignment of intellectual property rights.
3. Intellectual property rights in Business Data and content registered or generated by the Customer on the Service belong to the Customer.

Article 11 (Use of User Logos)

1. The Company may display the Customer's company name and logo on the Website and in the Company's promotional materials as a "customer company."
2. The Customer may decline or withdraw such display by notifying the Company through the method designated by the Company.
3. In displaying the logo, the Company shall respect the Customer's brand guidelines.

Article 12 (Suspension, Modification, and Termination of the Service)

1. The Company may suspend or interrupt all or part of the Service without prior notice to the Customer in any of the following cases:
   1. When conducting equipment inspection, maintenance, or updates
   2. When provision of the Service becomes difficult due to system failures, natural disasters, power outages, communication line failures, cloud provider outages, or similar
   3. When provision of the Service becomes difficult for legal reasons
   4. In other cases where the Company determines it necessary
2. The Company may modify the content of the Service or terminate the provision thereof with reasonable advance notice.
3. If the Customer suffers damages due to the suspension, modification, or termination of the Service under the preceding paragraphs, the Company shall be liable only within the scope of the limitation of liability set forth in Article 13.
4. Modification or Termination of AI Features (Company-provided) — With respect to AI features provided through API keys provided by the Company pursuant to Article 8, paragraph 5, item 1, in the event of a significant change in provision conditions (including a switch of external AI providers) or termination, the Company shall take the following actions:
   1. Notify the Customer at least 30 days prior to the scheduled date of modification or termination through the Service or to the Customer's registered email address.
   2. If the Customer wishes to continue using AI Features, the Company shall provide guidance on the migration procedure to the "Customer-provided" method under Article 8, paragraph 5, item 2 (the method by which the Customer enters into a commercial API agreement with an external AI provider and registers their API key with the Service).
   3. Business Data obtained through AI Features shall not be automatically re-transmitted to any other provider after migration without the Customer's prior consent.
5. Changes to Subcontractors — If the Company changes major subcontractors used by the Company (cloud infrastructure, email delivery, error monitoring, external AI providers, etc.), the Company shall update the subcontractor list in Article 11 of the Privacy Policy and notify the Customer. For significant subcontractor changes (those affecting the standards for handling personal information), the Company shall endeavor to notify the Customer at least 30 days prior to the date of change.
6. Response upon Overall Termination of the Service — If the Company terminates the provision of the entire Service, the Company shall notify the Customer at least 90 days prior to the scheduled termination date and ensure a sufficient period (at least 30 days) during which the Customer can export their Business Data. Details of the export method and migration support shall be provided together with the termination notice.

Article 13 (Disclaimer and Limitation of Liability)

1. The Company makes no warranties, express or implied, as to the completeness, accuracy, usefulness, fitness, or continuity of the Service.
2. The Company shall not be liable for any damages, including direct damages, indirect damages, special damages, consequential damages, loss of profits, or any other damages, incurred by the Customer or third parties in connection with the use of the Service. However, this shall not apply in cases of willful misconduct or gross negligence on the part of the Company.
3. In the case of the preceding paragraph, the total liability of the Company to the Customer for damages shall be limited to the total amount of usage fees paid by the Customer to the Company during the 12-month period preceding the month in which the cause of the damages arose.
4. The Company shall not bear any special obligation to restore Business Data beyond the backup set forth in Article 7, in the event of loss or destruction of Business Data by the Customer.
5. Special Provisions Regarding Personal Information Incidents — The Company's response in the event of a personal information incident such as a data breach, loss, or destruction shall be in accordance with Article 8-2 of the Privacy Policy (Response in the Event of a Breach, etc.). With respect to liability for damages arising from such an incident caused by the Company's willful misconduct or gross negligence, the application of mandatory provisions (the Act on the Protection of Personal Information, the Civil Code, etc.) shall not be excluded, notwithstanding the limitation of liability set forth in paragraph 3 of this Article.

Article 14 (Cancellation and Termination)

1. Cancellation by the Customer — The Customer may cancel the service agreement by notifying the Company through the method designated by the Company at least 30 days prior to the next renewal date.
2. Cancellation by the Company — The Company may terminate the service agreement with prior notice if the Customer violates these Terms or if a payment delay occurs.
3. Immediate Termination for Serious Violations — For serious violations of Article 9 (Prohibited Conduct), the Company may immediately terminate the service agreement without prior notice.
4. Effect of Termination — Upon termination of the agreement, the Customer shall lose their right to use the Service. Any outstanding usage fees shall become immediately due and payable.
5. Data Export Before Cancellation — The Customer may export their Business Data themselves before the termination of the agreement (Article 7, paragraph 3).
6. Data Retention After Termination — The retention and deletion of Business Data after the termination of the agreement shall be as set forth in Article 10 of the Privacy Policy.

Article 15 (Confidentiality)

1. The Company and the Customer shall not disclose or leak to any third party, without the prior written consent of the other party, any confidential business or technical information of the other party that they have learned in connection with the provision or use of the Service.
2. The obligations under this Article shall survive for 3 years after the termination of the service agreement.

Article 16 (Amendments to these Terms)

1. The Company may amend these Terms as necessary. Regarding material changes, the Company shall notify the Customer at least 30 days prior to the date of change through the Service or to the Customer's registered email address.
2. The amended Terms shall apply from the effective date indicated in the notification.
3. If the Customer continues to use the Service after the effective date, the Customer shall be deemed to have consented to the amended Terms.

Article 17 (Governing Law and Jurisdiction)

1. These Terms shall be governed by and construed in accordance with the laws of Japan.
2. In the event of any dispute between the Company and the Customer in connection with these Terms or the Service, the Tokyo District Court or the Tokyo Summary Court (depending on the amount in dispute) shall be the court of exclusive jurisdiction for the first instance by agreement of the parties.

Article 18 (Severability)

Even if any provision of these Terms is determined to be invalid or unenforceable, the validity and enforceability of all other provisions shall not be affected.

Article 19 (Matters for Consultation)

If any matter is not provided for in these Terms, or if any question arises regarding the interpretation of these Terms, the Company and the Customer shall resolve the matter through good-faith consultation.