Terms of Service

AKRIN株式会社 (AKRIN Co., Ltd.) 利用規約

Last Updated: August 15, 2025 Effective Date: August 15, 2025

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AKRIN株式会社 (AKRIN Co., Ltd.) ("AKRIN," "we," "our," or "us"), a company incorporated under the laws of Japan with its registered office at 〒107-0062 Tokyo, Minato City, Minami Aoyama 2-4-15.

These Terms govern your access to and use of our website (akrin.jp), our managed IT services, IT asset disposition (ITAD) services, IT asset management services, and any related services (collectively, the "Services").

By accessing our website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access our website or use our Services.

For managed IT services, ITAD, and IT asset management engagements, these Terms are supplemented by individual service agreements ("Service Agreements") and statements of work ("SOWs") that contain service-specific terms, scope, pricing, and service level commitments. In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

2. Definitions

• "Authorized Users" means individuals authorized by the Client to access or use the Services, including Client employees, contractors, and agents.
• "Client Data" means all data, information, content, and materials provided by or on behalf of the Client to AKRIN, or accessed by AKRIN in the course of providing the Services, including data residing on Client systems, devices, and networks.
• "Client Systems" means the Client's IT infrastructure, including servers, workstations, network devices, cloud environments, and software applications.
• "Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
• "ITAD Services" means IT asset disposition services, including data sanitization, device decommissioning, recycling, and destruction services.
• "Managed IT Services" means ongoing IT management, monitoring, support, and maintenance services provided under a Service Agreement.
• "Service Agreement" means a separate written agreement between AKRIN and the Client that specifies the scope, terms, pricing, and service levels for a particular engagement.
• "Service Level Agreement (SLA)" means the specific performance commitments, response times, and uptime guarantees set forth in a Service Agreement.

3. Services

3.1 Description of Services

AKRIN provides the following categories of Services, subject to individual Service Agreements:

Managed IT Services: Comprehensive IT management including infrastructure monitoring, help desk support, system administration, patch management, endpoint management, backup and disaster recovery, cloud management, and cybersecurity services.

IT Asset Disposition (ITAD): Secure decommissioning and disposition of IT equipment, including certified data sanitization (in compliance with NIST 800-88 guidelines), physical destruction of storage media, secure logistics and chain of custody management, recycling in compliance with applicable environmental regulations, and issuance of certificates of destruction and data sanitization reports (including BitRaser certification where applicable).

IT Asset Management: IT asset lifecycle management including inventory tracking, procurement support, license management, warranty tracking, and asset refresh planning.

Additional Services: IT consulting, project management, cybersecurity assessments, network penetration testing, Wi-Fi assessment and optimization, and cloud migration services as described on our website and in individual Service Agreements.

3.2 Service Availability

We endeavor to make our Services available 24/7. However, availability may be affected by scheduled maintenance, emergency maintenance, force majeure events, or circumstances beyond our reasonable control. Specific uptime commitments and maintenance windows are defined in individual Service Agreements and SLAs.

3.3 Service Modifications

We reserve the right to modify, update, or discontinue any aspect of our Services at any time. For clients under active Service Agreements, material changes will be communicated with reasonable advance notice (minimum 30 days), and such changes will not diminish the service levels committed to in the applicable Service Agreement during its term.

4. Client Obligations

4.1 General Obligations

By using our Services, you agree to:

• Provide accurate and complete information as reasonably required for us to deliver the Services
• Maintain the security of any credentials, access keys, or authentication mechanisms provided to you
• Promptly notify us of any unauthorized access to your account or systems
• Comply with all applicable laws and regulations in connection with your use of the Services
• Cooperate with AKRIN in good faith to facilitate the delivery of Services
• Ensure that Authorized Users comply with these Terms

4.2 Acceptable Use

You agree not to use our Services or website to:

• Violate any applicable law, regulation, or third-party right
• Transmit any malware, viruses, or other harmful code
• Interfere with or disrupt the integrity or performance of our Services or systems
• Attempt to gain unauthorized access to any systems, networks, or data
• Engage in any activity that could damage, disable, or impair our infrastructure
• Use our Services for any illegal, fraudulent, or unauthorized purpose
• Reverse engineer, decompile, or disassemble any aspect of our Services
• Resell, sublicense, or redistribute our Services without prior written consent

4.3 Client Data Responsibilities

You represent and warrant that:

• You own or have the necessary rights and permissions to provide Client Data to us
• Your provision of Client Data does not violate any applicable law, regulation, or third-party right
• You have obtained all necessary consents from data subjects whose personal information may be included in Client Data
• You will maintain appropriate backup copies of Client Data as your own responsibility, except where backup services are explicitly included in a Service Agreement

5. Intellectual Property

5.1 AKRIN's Intellectual Property

All intellectual property rights in and to our Services, website, tools, methodologies, documentation, templates, scripts, processes, and proprietary technologies ("AKRIN IP") are and shall remain the exclusive property of AKRIN. Nothing in these Terms grants you any right, title, or interest in AKRIN IP except the limited right to use the Services as described herein.

5.2 Client's Intellectual Property

All intellectual property rights in and to Client Data and Client's pre-existing materials remain the exclusive property of the Client. AKRIN acquires no rights in Client Data except the limited rights necessary to provide the Services.

5.3 Work Product

Unless otherwise specified in a Service Agreement, any deliverables, configurations, documentation, or custom work product created by AKRIN specifically for the Client in the course of providing the Services ("Work Product") shall be owned by the Client upon full payment. AKRIN retains the right to use general knowledge, skills, experience, and know-how acquired during the engagement, as well as any pre-existing AKRIN IP incorporated into Work Product (which is licensed to the Client on a non-exclusive, perpetual basis for use with the Work Product).

5.4 Website Content

All content on the AKRIN website, including text, graphics, logos, images, and software, is the property of AKRIN or its licensors and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any website content without our prior written consent.

6. Fees and Payment

6.1 Service Fees

Fees for our Services are set forth in the applicable Service Agreement or SOW. Unless otherwise specified:

• Managed IT service fees are invoiced monthly in advance
• Project-based fees are invoiced according to the milestones specified in the applicable SOW
• ITAD service fees are invoiced upon completion of disposition unless otherwise agreed

6.2 Payment Terms

Unless otherwise specified in a Service Agreement:

• Payment is due within thirty (30) days of the invoice date
• All fees are quoted and payable in Japanese Yen (JPY) unless otherwise agreed
• Fees are exclusive of applicable consumption tax (消費税), which will be added at the rate in effect at the time of invoicing

6.3 Late Payment

If payment is not received by the due date:

• We may charge interest on overdue amounts at the rate of 14.6% per annum (or the maximum rate permitted by Japanese law, whichever is lower), calculated from the due date until payment is received in full
• We may suspend provision of Services upon 14 days' written notice if payment remains outstanding
• The Client shall be responsible for all reasonable costs incurred in collecting overdue amounts, including legal fees

6.4 Fee Adjustments

We may adjust fees for ongoing Services upon 60 days' prior written notice, effective at the start of the next renewal term. Fee adjustments shall not exceed 10% per annum unless otherwise agreed or unless necessitated by changes in third-party licensing costs, regulatory requirements, or significant changes in scope.

7. Confidentiality

7.1 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, and agents who need to know such information for the purposes of performing obligations under these Terms, and who are bound by confidentiality obligations no less protective than those set forth herein
• Use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is rightfully received from a third party without restriction on disclosure
• Is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice (where permitted) and cooperates with efforts to limit disclosure

7.3 Duration

Confidentiality obligations shall survive the termination or expiration of these Terms and any Service Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

8. Data Protection and Security

8.1 Data Handling

Our handling of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

8.2 Data Processing

Where AKRIN processes personal data on behalf of the Client in the course of providing Services, the parties will enter into a data processing addendum ("DPA") that sets forth the specific terms governing such processing, including the subject matter, nature and purpose of processing, types of personal data processed, categories of data subjects, and the obligations of each party.

8.3 Security Measures

AKRIN implements and maintains appropriate organizational, physical, and technical security measures to protect Client Data and personal information, as described in our Privacy Policy (Section 9 — Security Management Measures). Specific security requirements may be defined in individual Service Agreements.

8.4 Data Breach Response

In the event of a data breach affecting Client Data or personal information, AKRIN will:

• Notify the affected Client without undue delay, and in any event within 72 hours of becoming aware of the breach
• Provide sufficient detail to enable the Client to fulfill its own notification obligations
• Take immediate steps to contain and remediate the breach
• Cooperate with the Client's investigation and response efforts
• Document the incident and implement measures to prevent recurrence

8.5 ITAD Data Handling

For ITAD Services, AKRIN follows strict data handling procedures:

• All devices are processed in accordance with NIST 800-88 Guidelines for Media Sanitization (or equivalent standards)
• Data sanitization is verified and documented with software-generated reports (e.g., BitRaser)
• Physical destruction services are documented with certificates of destruction
• Chain of custody is maintained and documented from device receipt through final disposition
• All ITAD personnel are subject to confidentiality agreements and background verification

9. Warranties and Disclaimers

9.1 AKRIN Warranties

AKRIN warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards
• AKRIN has the legal right and authority to enter into these Terms and provide the Services
• AKRIN will comply with all applicable laws and regulations in providing the Services
• ITAD Services will be performed in compliance with applicable environmental and data protection regulations

9.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A SERVICE AGREEMENT:

• THE SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED
• AKRIN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• AKRIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• AKRIN DOES NOT WARRANT THAT OUR SERVICES WILL DETECT OR PREVENT ALL SECURITY THREATS, VULNERABILITIES, OR DATA BREACHES
• AKRIN IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SOFTWARE, HARDWARE, OR SERVICES USED IN CONNECTION WITH OUR SERVICES, UNLESS EXPRESSLY INCLUDED IN A SERVICE AGREEMENT

9.3 Website Disclaimer

The information on our website is provided for general informational purposes only and does not constitute professional advice. While we strive to keep the information current and accurate, we make no representations or warranties about the completeness, accuracy, reliability, or suitability of the information.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EXCEPT FOR LIABILITY ARISING FROM (A) BREACH OF CONFIDENTIALITY OBLIGATIONS, (B) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) AKRIN'S OBLIGATIONS UNDER ITAD SERVICES RELATING TO DATA DESTRUCTION, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO AKRIN UNDER THE APPLICABLE SERVICE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Basis

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties. The Services would not be provided without these limitations.

10.4 Exceptions Under Japanese Law

Nothing in these Terms shall limit or exclude liability for damages caused by intentional misconduct (故意) or gross negligence (重過失) where such limitation or exclusion is prohibited under Japanese law, including the Civil Code of Japan (民法) and the Consumer Contract Act (消費者契約法), where applicable.

11. Indemnification

11.1 Client Indemnification

You agree to indemnify, defend, and hold harmless AKRIN and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your breach of these Terms or any Service Agreement
• Your violation of any applicable law or regulation
• Your infringement or misappropriation of any third-party intellectual property or other rights
• Client Data or any content you provide that violates any law or infringes any third-party right
• Any unauthorized or improper use of the Services by you or your Authorized Users

11.2 AKRIN Indemnification

AKRIN agrees to indemnify, defend, and hold harmless the Client from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Any claim that the Services (excluding Client Data and third-party components) infringe the intellectual property rights of a third party in Japan
• AKRIN's gross negligence or willful misconduct in providing the Services
• AKRIN's material breach of data protection obligations under these Terms or a DPA

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access our website or engage our Services and remain in effect until terminated. Service Agreements have their own terms and renewal provisions as specified therein.

12.2 Termination for Convenience

Either party may terminate a Service Agreement by providing written notice in accordance with the notice period specified in the applicable Service Agreement (minimum 30 days, unless otherwise agreed).

12.3 Termination for Cause

Either party may terminate these Terms or any Service Agreement immediately upon written notice if:

• The other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach
• The other party becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets
• The other party ceases to conduct business in the ordinary course

12.4 Effects of Termination

Upon termination or expiration:

• The Client shall pay all fees accrued up to and including the effective date of termination
• AKRIN shall provide reasonable transition assistance as specified in the applicable Service Agreement (subject to payment of applicable fees)
• Each party shall return or destroy the other party's Confidential Information within thirty (30) days, except as required to be retained by law
• Client Data will be made available for retrieval for a period of thirty (30) days following termination, after which AKRIN may securely delete all Client Data
• Sections that by their nature should survive termination will survive, including but not limited to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of that party, including natural disasters, acts of government, war, terrorism, epidemics or pandemics, fire, flood, earthquakes, typhoons, power outages, telecommunications failures, cyberattacks (where the affected party has implemented reasonable security measures), or labor disputes.

The affected party shall notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Service Agreement upon written notice.

14. Dispute Resolution

14.1 Negotiation

The parties shall attempt in good faith to resolve any dispute arising out of or in connection with these Terms through negotiation between senior representatives of each party within thirty (30) days of written notice of the dispute.

14.2 Mediation

If negotiation fails, the parties may, by mutual agreement, submit the dispute to mediation administered by the Japan Commercial Arbitration Association (JCAA) or another mutually agreed mediation service.

14.3 Litigation

If the dispute is not resolved through negotiation or mediation, the parties agree that the Tokyo District Court (東京地方裁判所) shall have exclusive jurisdiction as the court of first instance.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16. General Provisions

16.1 Entire Agreement

These Terms, together with applicable Service Agreements, SOWs, DPAs, our Privacy Policy, and Cookie Policy, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. AKRIN may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.

16.5 Notices

All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt), registered mail, or personal delivery to the addresses specified in the applicable Service Agreement or, if none, to the contact information provided in these Terms.

16.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. AKRIN is an independent contractor, and neither party has the authority to bind the other.

16.7 Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any third party, except as expressly provided herein.

16.8 Language

These Terms are provided in English. A Japanese-language version may also be made available. In the event of any inconsistency between the English and Japanese versions, the Japanese version shall prevail for legal purposes in Japanese courts.

17. Contact Us

If you have any questions about these Terms, please contact us:

AKRIN株式会社 (AKRIN Co., Ltd.)

• Email: support@akrin.jp
• Phone: +81-3-6821-1223
• Mail: 〒107-0062 Tokyo, Minato City, Minami Aoyama 2-4-15

These Terms of Service were last reviewed and updated on August 15, 2025.