Terms of Service

1Application

1. These terms apply to all dealings between us and the Customer concerning the Service.
2. Any pricing pages, specifications and supplementary rules we publish form part of these terms.
3. Where we and the Customer sign a separate written agreement with differing terms, that agreement prevails.
4. The Service is offered to businesses for business purposes. It is not offered to consumers.

2Definitions

• "Service" — the Excel add-in named ZAG for Excel and its associated server functionality.
• "Customer" — the corporation or sole proprietor whose application for the Service we have accepted.
• "User" — an individual belonging to the Customer whom the Customer has permitted to use the Service.
• "Customer Data" — all data the Customer or a User inputs, uploads, or generates through the Service, including source documents, workbook contents, instructions and fill results.
• "Template Pack" — the configuration in which we record the structure and validation rules of a retailer's registration format.

3Formation

1. Applications are made in the manner we specify.
2. The contract is formed when we accept the application and notify the applicant.
3. We may decline an application — for prior breach, for inaccurate application details, or for any other reason we reasonably consider makes the applicant unsuitable — and are not obliged to state our reasons.

4Accounts and tokens

1. The Customer is responsible for managing its accounts, access tokens and connection settings.
2. An access token allows whoever holds it to use the Service. The Customer shall treat tokens, and any configuration file containing one (including the add-in manifest), as confidential information.
3. The Customer may permit Users to use the Service within the contracted seat count, and is responsible for their compliance with these terms.
4. The Customer shall notify us immediately on discovering unauthorised use. On notice we revoke the affected token promptly.

5Fees and payment

1. The Customer shall pay the fees we set out on our pricing page or in an individual agreement, by the method we specify.
2. Fees are payable monthly in advance against our invoice, by bank transfer to the account we nominate. Transfer charges are borne by the Customer.
3. Unless stated otherwise, prices exclude Japanese consumption tax.
4. Treatment of usage beyond the contracted volume is agreed between the parties separately.
5. Late payment accrues interest at 14.6% per annum.
6. The Service is a supply of services; fees once paid are not refundable, save where we have failed to provide the Service through our own fault.

6The service

1. The Service assists in extracting product information from documents the Customer supplies and filling Excel registration templates in accordance with registered Template Packs.
2. We maintain Template Packs against the formats retailers publish or provide. Following a retailer's change to its format may take some time.
3. The Service runs within Microsoft 365 Excel. Its availability depends on Microsoft's terms and may be affected by matters outside our control.
4. The technical architecture and data handling are described in our Privacy Policy and Security page.

7Ownership of customer data

1. All rights in Customer Data remain with the Customer or its rightful owner. We use Customer Data only as far as providing the Service requires.
2. We do not use Customer Data to train or tune AI models. Under Microsoft's published terms, prompts and completions sent to Azure OpenAI Service are likewise not used to train foundation models.
3. We do not sell, disclose or provide Customer Data to third parties, except as required by law.
4. The Customer warrants that it holds the rights necessary to use Customer Data in the Service, and that such use infringes no third-party right.
5. We may copy, store and process Customer Data to the extent necessary to provide the Service.

8Reviewing output

1. The Service uses machine-learning models. By their nature, the possibility of errors, omissions or inappropriate expressions in the output cannot be entirely excluded.
2. The Service is designed to leave a field blank rather than guess where it cannot source a value. This is not a warranty of accuracy.
3. The Customer is responsible for reviewing output and making any necessary corrections before submitting it to a retailer or any other third party, or publishing it. We are not liable for loss arising from output submitted without such review.
4. The Service does not provide legal, tax, accounting or other professional advice.

9Prohibited conduct

The Customer and its Users shall not:

• breach any law or public order and morals;
• infringe the intellectual property, reputation, privacy or other rights of us, another customer, or any third party;
• interfere, or risk interfering, with operation of the Service;
• place excessive load on the Service, or circumvent contracted seat or volume limits;
• reverse engineer, decompile or disassemble the Service or otherwise analyse its internal structure;
• resell, sublicense or lend the Service, or let a third party use it;
• use the Service to develop a competing service;
• share access tokens beyond the contracted scope;
• publish benchmark or performance results for the Service without our prior written consent;
• do anything else we reasonably consider inappropriate.

Where we reasonably determine a breach of this section, we may suspend the Service or terminate the contract without prior notice.

10Intellectual property

1. Copyright and other intellectual property in the Service, its software, Template Packs and documentation belong to us or our licensors.
2. We grant the Customer a non-exclusive, non-transferable right to use the Service in accordance with these terms for the contract term. Nothing here transfers any further right.
3. Rights in Customer Data remain with the Customer as provided in section 7.

11Confidentiality

1. Each party shall keep confidential all technical and business information disclosed by the other that is marked confidential or is by its nature confidential, and shall not disclose it without the other's prior written consent.
2. This does not apply to information that was public at disclosure, became public without the recipient's fault, was already lawfully held, was lawfully obtained from a third party free of any confidentiality obligation, or was independently developed.
3. Where disclosure is compelled by law or by a court or authority, the disclosing party shall where possible notify the other in advance and disclose only the minimum required.
4. This section survives for three years after the contract ends.

12Personal data

We handle personal data obtained in providing the Service in accordance with our Privacy Policy. Where the Customer supplies personal data as part of Customer Data, the Customer entrusts its handling to us and remains responsible for obtaining any consents and completing any other steps the APPI requires of it.

13Changes and suspension

1. We may change the Service on notice to the Customer. For changes materially adverse to the Customer we will normally give 30 days' notice.
2. We may suspend the Service in whole or part without prior notice for maintenance or upgrades, for fire, power failure, natural disaster or other force majeure, for failures in Microsoft Azure or other external services, or where we otherwise judge suspension necessary.
3. We may discontinue the Service on six months' notice. In that case we refund, pro rata, prepaid fees for the unexpired period.

14Disclaimer

We do not warrant that the Service will suit the Customer's particular purpose, will produce any expected result or level of accuracy, will be available without interruption, or will be free of defects. This section does not apply to our wilful misconduct or gross negligence.

15Limitation of liability

1. Our total liability to the Customer in connection with the Service, whether in contract, tort or otherwise, is capped at the total fees actually paid by the Customer to us in the twelve months preceding the event giving rise to the claim.
2. We are not liable for lost profits, lost business opportunity, loss of data, third-party claims, or any other special or indirect loss, whether or not foreseeable.
3. Neither of the preceding paragraphs applies to loss caused by our wilful misconduct or gross negligence.

16Term and termination

1. The initial term runs to the end of the month in which the contract is formed, and renews automatically for successive one-month periods unless terminated under this section.
2. Either party may terminate by written or email notice. Termination takes effect at the end of the month following the month in which notice is received.
3. Either party may terminate immediately, without notice, if the other materially breaches these terms and fails to cure within a reasonable period after demand, suspends payments, is subject to attachment, provisional attachment or auction, has bankruptcy, civil rehabilitation or other insolvency proceedings commenced against it, or resolves to dissolve.
4. We delete Customer Data 30 days after termination. The Customer should retrieve its data within that window. We will delete sooner on request.

17Anti-social forces

1. Each party represents and warrants that neither it nor its officers or those substantively involved in its management is an organised crime group, a member or quasi-member of one, an affiliated enterprise, a corporate racketeer, a group engaging in criminal activities under the pretext of social movements, a special intelligence violence group, or anything equivalent, and that it will not become one.
2. Each party undertakes not to engage, whether itself or through a third party, in violent demands, unreasonable demands beyond legal liability, threatening conduct, or damage to reputation or interference with business through rumour, deception or force.
3. On breach of the preceding paragraphs the other party may terminate immediately without notice, and the breaching party may not claim for loss arising from that termination.

18Assignment

The Customer shall not assign, transfer or encumber its position under the contract, or any rights or obligations under these terms, without our prior written consent.

19Severability and survival

1. If any provision or part of one is held invalid or unenforceable, the remainder stays in force, and the parties shall discuss a valid provision approximating the original intent.
2. Sections 7, 10, 11, 14, 15, 19 and 20 survive termination.

20Governing law and jurisdiction

1. These terms are governed by the laws of Japan.
2. The Tokyo District Court has exclusive jurisdiction as court of first instance over any dispute arising from the Service or these terms.
3. Matters not covered here, and questions of interpretation, are resolved by good-faith discussion between the parties.

End of document.