Terms of Use - Arches Corporation

These Terms of Use (hereinafter referred to as the “Terms“) prescribe the conditions of this Service (as defined below) and the right-obligation relationship between our Company and expert who uses this Service (“Expert”). When using this Service, please read the full text of the Terms and agree to the Terms.

1. Mission

Our Company’s mission is “Share Knowledge, Empower Asia”. To promote this mission, our Company provides the Expert with the following services: Consultation, Web Surveying, Short-term Staffing, Business Matching, Expert Knowledge Bank, and opportunities to participate in transactions to share knowledge and resources in various forms and ways associated with such services (hereinafter referred to as “this Service“).

2. Purpose and application of the Terms

The Terms are intended to provide conditions for the provision of this Service and the right-obligation relationship between our Company and the Expert regarding the use of this Service, applicable to all the relationships related to the use of this Service between our Company and the Expert.
If there is any discrepancy between the content of the Terms and the explanations of this Service outside of the Terms, the provisions of the Terms shall prevail.

3. Registration

To use this Service, it is necessary to register as an Expert in accordance with the Terms.
The registration as an Expert shall only be done with one’s official name. Our Company may request to submit public documents to confirm the identity.

4. Usage eligibility

Do not register as an Expert in the following cases.
1. In the case of the occurrence or risk of conflict of interest by registering as an Expert.
2. In the case of a minor, adult ward, person under curatorship, and person under assistance, where they do not have consent from their legal representative, guardian, curator, and assistant.
3. Where the registration as an Expert is prohibited by the law, rules or regulations.
4. Other cases that our Company considers inappropriate.
Those who apply for Expert registration represent and warrant the following:
1. Information entered in the application is true.
2. There is no violation of contract signed with third party individuals/legal entities (including but not limited to the employer or the previous employer of the Expert; individuals/legal entities that the Expert will provide (or has provided) consulting services to; or individuals/legal entities that the Expert is (or has been) the contact point to provide consulting services, or violation of other legal obligations.
3. There is no violation of the work, obligations, motto, and professional rules stipulated by third party individuals/legal entities (including but not limited to the employer or the previous employer of the Expert; or individuals/legal entities that the Expert will provide (or has provided) consulting services to; or individuals/legal entities that the Expert is (or has been) the contact point to provide consulting services); due to the participation in this Service.
4. No secrets, exclusive information (including trade secrets) that are not owned by the Expert shall be disclosed due to the participation in this Service.
5. No material non-public information related to public companies or public interests shall be notified or disclosed to third parties due to the participation in this Service.
6. The Expert shall not violate laws, rules and regulations due to the participation in this Service.
7. The Expert has not been convicted of any crimes, sued for breach of confidentiality or duty of care, or the subject of investigation pursuant to applicable laws including the Financial Instruments and Exchange Law of Japan.
Our Company may refuse or delete the Expert registration without notice whenever the following cases are found.
1. Where the Expert has violated the Terms or their past Expert registration has been canceled or suspended.
2. Where the registration is likely to violate the Terms.
3. Where any false information is found in the registration, or the matters stated in the Terms are not guaranteed in any way.
4. Where our Company considers the registration inappropriate.

5. Requirements for registration

If the Expert works or has worked as the following types of professions, the Expert registration shall be made only after agreeing to the following.

Public officer
Public officers may not register as an Expert when they are prohibited from sharing knowledge as an Expert pursuant to the laws and regulations. In addition, if the Expert works in public positions such as the government (or government agency); organizations, enterprises or entities owned or controlled by the government; officers or officials of public international organizations or political parties; or parliament candidates, they shall agree not to argue about laws, regulations, policies, contracts, or other projects that they have the right to vote or may influence.
Investment advisory
Our Company does not offer financial products or investment advisory. The Expert is also not allowed to provide such services to clients (any person who makes requests through this Service, hereinafter referred to as “Client”).
Lawyer, Accountant, Medical Doctor
Do not disclose information about your clients. Also, do not violate the obligations and rules in each field.
Auditor
Existing auditors or former auditors shall agree not to mention enterprises or organizations that they are performing or have performed audits within the past 3 years.
In addition, when sharing knowledge with the Client, the Expert needs to ensure they have the necessary qualifications if requested in some way, such as the period passed since they left their former companies, subject to our Company’s supervision.

6. Competition prohibition

For services related to Client who is a direct competitor of a company in which the Expert is an incumbent director, trustee, officer, board member, employee, or similar position, the Expert agrees that they will not share knowledge through this Service.

7. Changes in registration information

If there is a change in the registration items, the Expert shall notify the change without delay according to the method established by our Company.

8. Password and user ID (email address) management

The Expert is responsible for managing their email address and password. Our Company is not responsible for any loss or damage that the Expert may suffer due to incorrect or fake registration information.
When the registered mail address and password are entered at the time of login, our Company will treat that login as done by the Expert.

9. Personal information protection

In this Service, personal information shall be handled in accordance with the privacy policy provided by our Company.

10. Use of this Service

This Service shall be used by the Experts themselves and shall not be used by third parties.

11. Content of this Service

Through this Service, our Company provides Client and Expert with a platform and support services for knowledge sharing and business opportunities as described below.

Our Company and the Client sign a Service Use Contract. The Client shall buy the right to use this Service.
The Client shall ask our Company to connect them with the necessary Experts. Based on the request of the Client, our Company will examine and arrange the conditions that the Experts should meet and manage it as a project.
Based on the conditions of the Experts, our Company will use the Expert database that our Company owns and resources outside our Company to select the Expert candidates.
Our Company will conduct a project explanation to the Expert candidates and confirm whether the candidate meets the conditions and wants to join the project or not.
In the case that the Expert expresses their wish to join and accepts the project, our Company will connect the Client with the Expert.
The Client shall use the method of their own or the tools that our Company provides to carry out transactions for knowledge sharing or business opportunities with the Expert (“Consultation”).
When the Consultation has ended, the Client and the Expert shall notify our Company of the project completion.
Upon receipt of the completion notice, our Company will complete the project management. After the project ends, the Client shall pay remuneration to the Expert in accordance with the amount and schedule fixed in advance. Our Company will receive the remuneration under Clause 14 on behalf of the Expert.
This Service is a service for matching Expert – someone with knowledge in industry, and Client – who requires that knowledge. The contract for sharing knowledge of Expert is established directly between the Expert and the Client and our Company is not its contracting party, except as otherwise provided in an agreement between our Company and Client.
The contents of Consultation through this Service may be transcribed and published for users who are registered with “Expert Knowledge Bank” services. The contents are not shared with the users who are not registered with “Expert Knowledge Bank”.

12. Expert’s responsibility

Expert may only accept projects that Client prepares separately for this Service and our Company has explicitly approved.
In case the Expert receives requests for additional business or project from Clients, the Expert shall receive clear approval from our Company before engaging in the work.
If a project does not satisfy the conditions provided in (1) or (2), the Expert shall not be paid for such a project.
When our Company inquires of the Expert about Client’s projects, the Expert shall express the intention of acceptance or rejection within 24 hours after the inquiry. In case of accepting the project, it shall be planned within 5 business days from the date of inquiry.
The Expert shall join all projects appropriately and diligently for the Client with the qualification equivalent of the highest in the industry.
The Expert shall agree to obtain written permission from their employer prior to participating in Consultation when requested.

13. Usage fee for this Service

When the Expert joins projects of Clients through this Service, the Expert shall pay a service usage fee regulated by our Company. This shall also apply in cases where the Expert engages in projects in relation to an agreement between our Company and Client.
Our Company may receive the service usage fee mentioned above by deducting it from the remuneration received from the Client in accordance with Clause 14.

14. Remuneration for Expert

Expert shall entrust our Company to receive the remuneration paid by Client.
Our Company will, based on the entrust by the Expert, pay the money to the Expert after deducting the service usage fee that the Expert shall pay to our Company as stipulated in the above clause, from the remuneration that our Company receives from the Client on behalf of the Expert (hereinafter referred to as “remuneration for Expert“).
After the Consultation, our Company will transfer the remuneration stipulated in Clause 14.2 to the Expert on behalf of the Client. All charges and fees (including remittance fees) relating to the transfer of the remuneration for Expert, whether local or international bank transfer, shall be borne by Expert.
The remuneration for the Consultation shall be paid in the manner set by our Company at the end of the following month after the Expert requests the payment to our Company. The remuneration for Expert shall be retained by our Company during the aforementioned payment period and shall not be subject to any interest.
Under the Terms, even if the Expert can receive cancellation fees from the Client, the Expert shall prepare a project completion notice in accordance with Clause 11.
Payment for a phone Consultation will be calculated by minute at minimum (unless otherwise agreed) and prorated by minute thereafter, based on the applicable payment rate as provided by our Company at the time of registration as an Expert, unless otherwise agreed in writing by our Company from time to time. Within the first ten (10) minutes of the Consultation, the Client can choose to terminate the Consultation if the Client decides that the Consultation is not helpful. In this case, the Expert will not receive remuneration of any kind for the Consultation.
Payment for other engagements (e.g. face-to-face meeting, online survey, staffing) will be based on the project scope and the payment amount should be agreed on a case by case basis.
With respect to a phone Consultation, payment will be made after our Company has confirmed the call duration with the Client and Client’s accounting team (typically by the end of the calendar month of the Consultation).
If the actual Consultation exceeds the scheduled duration of the Consultation, the Consultation shall be provided to the Client free of charge for the first five (5) minutes immediately following the end of the scheduled duration, and the Expert shall not be entitled to any remuneration during such five (5) minutes. After expiration of the aforementioned five (5) minutes, Expert shall be paid for every minute based on the payment rate in accordance with the Terms.
(10)In the event that the Client disputes the payment amount or the quality of work for the Consultation, our Company may choose to withhold payment until such dispute is resolved. Expert agrees that in the event of such disputes, our Company has the sole discretion and authority to resolve such disputes and Expert agrees to be bound thereby.
Without prejudice to this Clause, Expert shall not be entitled to receive payment for the Consultation when our Company determines that the Expert has violated the prohibited acts stipulated in Clause 24, and if the Expert has already received payment for the Consultation or activities involving such violation, our Company is entitled to recover such payments in full.

15. Cancellation

If the Client wishes to cancel the Consultation after matching with the Expert and before the implementation of the Consultation by the Expert, the Client shall notify the cancellation immediately through this Service.
In the case where the Client has cancelled according to the preceding, a cancellation fee is provided as follows.
1. Cancellation two days prior to the scheduled date of the Consultation or before that date (Japan time): USD 0.
2. Cancellation on or after the previous day of the Consultation (Japan time): 50% of the agreed payment.
In the case where the Client has cancelled the Consultation and our Company has accepted the remuneration on behalf of Expert, our Company will return the money to the Client. However, in the case that a cancellation fee is incurred, our Company will deduct the cancellation fee and return the remaining amount.

16. Tax

Expert is responsible for tax processing according to the tax laws of Japan or other countries where they have the taxation obligation.

17. Prohibition of solicitation

It is strictly prohibited to intentionally engage or negotiate with Client or agree or sign agreements (in writing or orally) on provision of the services that the Expert provides through this Service or similar services thereof to our Company’s Client during the period calculated from the registration as an Expert until the end of one (1) year after the end of Client’s last project that our Company introduced without our Company’s knowledge, except in the event of any agreement made in advance with our Company.
For any reason, hiring or soliciting employees of our Company or Clients introduced by our Company directly or indirectly is prohibited during the period calculated from the registration as an Expert until the end of one (1) year after the relationship between the Expert and our Company has been terminated.

18. Confidentiality obligation

Expert agrees that unless explicitly permitted in writing by our Company, Expert shall strictly keep all information obtained about or in connection with this Service or the Consultation (hereinafter “Confidential Information“) , including the details of Consultations and surveys, confidential and non-communicable and shall not disclose to third parties.
If Expert is required to disclose the Confidential Information in accordance with the applicable law, Expert shall promptly notify and cooperate with our Company to prevent the disclosure of the Confidential Information by enforcing their rightsor taking measures to be exempted from disclosure of the Confidential Information within the scope of the applicable law .
Expert shall not use the Confidential Information except for the specific purposes based on the aforementioned conditions. Expert shall not use the Confidential Information for personal gain (including investment decisions or transactions) without prejudice to the above rule.
The confidentiality obligation set forth in the Terms shall survive even after the disclosure of the Confidential Informationby Expert or others who have legal confidentiality obligations, until such information becomes known and available to the general public.

19. License and rights of contents

Regarding the contents of transcribed Consultation, the Expert grants to our Company, without any compensation, an irrevocable, permanent, non-exclusive, assignable, paid-up, royalty-free, worldwide license (with the rights to sublicense through multiple tiers) and warrants and represents that our Company has the rights to use, copy, publicly perform, publicly display, reformat, translate, extract, quote and distribute in whole or in part. In addition, the Expert grants to our Company, without any compensation, the rights to create derivatives of all or any part of the contents of transcribed Consultation, or to incorporate all or any part of the contents of transcribed Consultation into other works, and to grant and approve the aforementioned sublicense for the purposes of its services and promotions, or any and all purposes in relation thereto (including, but not limited to, commercial purposes (including advertisements and/or promotional purposes) and/or other purposes).

20. Compliance rules

Expert shall not engage in the following Consultations:
1. Where Expert is currently an employee, a director, or board member of a company/group: sharing knowledge with Client who is a direct competitor of the company/group.
2. Where Expert is a lawyer or other expert with specific qualifications: if the introduction of projects through this Service is prohibited by law as intermediary by third parties.
3. Where Expert is an auditor or a former auditor: the Consultation relating to the company or organization that Expert or their employer is currently performing or has performed audits within the past 3 years.
4. Consulting on investing in valuable securities, etc.
5. Consultations likely to violate the internal rules of the company that Expert is attached to.
In addition, Expert shall comply with the following rules:
1. Where Expert is an employee or board member of a company that is going to issue securities through initial public offering (IPO) or perform takeover bid, a company that is a target of takeover bid, or a company that represents companies to perform activities related to takeover bid, they shall reject all project requests until the IPO starts or during the period of the take over is conducted.
2. Expert is not entitled to receive any remuneration from Client other than our Company in the form of wages for the business that Expert has done for Client, without our Company’s prior written consent.
3. Expert may not allow third parties to share knowledge with Client.

21. Reporting Obligations

Expert is encouraged to report any Client asking questions that might be in violation of legal, regulatory, or contractual obligations or ethics, such as who knowingly requires Experts to reveal Confidential Information. Expert may refuse to answer such questions and report any concerns to our Company. Our Company will promptly investigate and address reported violations in accordance with its policies and procedures. Experts who report such violations in good faith will not be subject to retaliation or adverse action for doing so.

22. Preparation of environment to use this Service

Expert shall prepare the communication equipment, software, and all other equipment necessary to use this Service at their own expense and responsibility. In addition, upon using this Service, Expert shall choose at its own expense and responsibility and connect to the Internet via telecommunications services or telecommunications lines.
Expert shall refer to the information provided by government authorities etc. and keep security of the environment to prevent computer virus infection, unauthorized access, and information leakage.
Our Company is not involved in the preparation of the environment for this Service by Expert and is not responsible for any part.

23. Disclaimer of our Company

Our Company is not involved in the contact between Expert and Client and has no obligation or responsibility to Expert and Client regarding the projects introduced by our Company.

24. Prohibited acts

Expert shall not do the following:
1. Infringe any right of the user of this Service, Client, or a third party.
2. Use information obtained through this Service exceeding the minimum extent necessary to join the project beyond the scope of reproduction, sale, publication or other private use.
3. Interfere with the operation of this Service, damage our Company’s credit, or engage in other acts that are likely to do so.
4. Transmit computer viruses and other harmful computer programs.
5. Spoof careers such as educational background.
6. Violating the Terms, any laws, rules, or regulations that are agreed upon by our Company and Expert prior to the Consultation.
7. Other acts that our Company deems inappropriate.
If our Company determines that the Expert violated above prohibited acts, our Company may take necessary measures such as removal of the registered information determined to fall under such violation without prior notice. In addition, Expert shall be liable for any damages in the event of damage to our Company, Client, or other users.

25. Withdrawal

Expert may withdraw from this Service and cancel their registration as an Expert by notifying our Company in a manner prescribed by our Company.
In the case of withdrawal, if there is a debt owed to our Company, the due date on any debt shall be accelerated and the Expert immediately pays all debts to our Company.

26. No transfer

Expert may not transfer the rights related to this Service to third parties or use them as mortgages or collaterals.
The position of Expert is personally exclusive and cannot be traded, changed in name, or inherited.

27. Change of the Terms

In case our Company considers it necessary, our Company may change the Terms without prior consent of Expert. The amended Terms shall take effect when they are displayed on our Company website or notified to Expert, unless otherwise specified by our Company. After such changes to the Terms become effective, Expert is deemed to have agreed to the amended Terms by using this Service.

28. Governing law

The validity, interpretation, performance and enforcement of the terms and conditions of the Terms shall be governed by the laws of Japan regardless of any legal provisions.

29. Dispute Resolution

All disputes, controversies, or discrepancies arising out of or in connection with the Terms shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. The place of the arbitration shall be Tokyo, Japan.
Arbitration decisions are final, mandatory, and binding on the parties. Unless otherwise specified by the Arbitration Committee, the costs of the arbitration shall be borne by the losing party.

Issued on May 1, 2019.
Updated on July 10, 2023.