Terms and Conditions of Service

 

These Terms and Conditions of Service (these "Terms") set forth the terms and conditions of transactions between JFE Tours LLC. (“JFE Tours”) and its Client Company (the “Client”) regarding the services to be delivered by JFE Tours to the Client as set forth in Article 3 of these Terms (the “Service”). The delivery of the Services is conditional on the Client’s compliance with these Terms. If the Client does not agree to these Terms, it is not entitled to receive the Services.

 

Chapter 1 General Provisions

 

Article 1 (Purpose of these Terms)

The purpose of these Terms is to clarify the terms and conditions of transactions between the Client and JFE Tours and the scope of their respective responsibilities in relation to the delivery of the Services, thereby ensuring safe and sound travel by travelers and promoting mutual development in the travel industry.

 

Article 2 (Status of JFE Tours)

The Client shall commission JFE Tours to deliver the Services and JFE Tours shall deliver the Services in accordance with said commission.

2. JFE Tours may subcontract all or part of the delivery of the Services to a third party.

 

Article 3 (Commissioned service)

The types and content of the Services to be delivered by JFE Tours to the Client shall be set as follows. However, JFE Tours may deliver other services to the Client to the extent that doing so does not deviate from the purpose of Article 1 and does not conflict with any applicable laws and regulations.

(1)  Arrangement of transportation agencies, etc.

(2)  Arrangement of accommodation facilities, etc.

(3)  Arrangement of meals, etc.

(4)  Arrangement of admission to facilities for visiting, etc.

(5)  Arrangement of guides, interpreters and other necessary personnel

(6)  Provision of travel services

(7)  Provision of information, planning and other services

 

Article 4 (Duty of care of good manager)

JFE Tours shall deliver, with the care of a good manager, the Services the Client has commissioned it to deliver hereunder.

 

Article 5 (Rights in relation to content of travel services planned by JFE Tours)

All know-how, ideas, methods and any other rights included in the travel services planned by JFE Tours (including, but not limited to, hands-on plans) shall belong to JFE Tours, and the Client shall not engage in any act that infringes on such rights (including, but not limited to, acts of using the same without the consent of JFE Tours).

The provision of the preceding paragraph shall survive the termination of the Individual Agreements defined in Article 6 for an indefinite period.

 

Article 6 (Scope of application of these Terms)

These Terms shall apply to agreements concluded between the Client and JFE Tours in relation to the Services to be delivered by JFE Tours to the Client (collectively “Individual Agreements”). Any matters not specified in these Terms or an Individual Agreement shall be interpreted or performed in accordance with related laws and regulations or generally established customs in the travel industry.

2. Notwithstanding the provisions of the preceding paragraphs, if there is any special written agreement between the Client and JFE Tours, said special agreement shall govern.

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Chapter 2 Conclusion of Individual Agreements 

 

Article 7 (Application for the conclusion of an Individual Agreement)

If the Client intends to commission the Services to JFE Tours, it shall submit a document

describing the content of the Services to JFE Tours.

2.  Based on the document submitted in accordance with the preceding paragraph, JFE Tours shall create a quotation for the Services and submit it to the Client without delay, and said submission of the quotation shall be deemed an application for the conclusion of an Individual Agreement.

3.  Notwithstanding the provisions of the preceding paragraphs, if there is any special written agreement between the Client and JFE Tours, said special agreement shall govern.

 

Article 8 (Conclusion of Individual Agreement)

Upon the Client’s approval of the estimate prescribed in Paragraph 2 of the preceding Article, an Individual Agreement shall be deemed to have been concluded at the same time as said approval. 

2. The method of the approval set forth in the preceding paragraph shall be as prescribed by JFE Tours.

 

Article 9 (Commencement and termination of the Services)

JFE Tours shall start to perform the Services without delay upon the conclusion of the relevant Individual Agreement.

2.  In order to achieve the purpose set forth in the preceding paragraph, if JFE Tours requests the Client to clearly indicate the details necessary for the delivery of the Services, the Client shall provide oral or written responses regarding such details without delay.

3.  JFE Tours shall report on the progress and completion of the Services to the Client orally or in writing, either individually or all at once.

4.  If JFE Tours finds, whether prior to the conclusion of an Individual Agreement or thereafter, that it is unable to deliver the Services requested by the Client, it shall immediately notify the Client to that effect orally or in writing and receive instructions from the Client.

5. In terms of travel arrangements, JFE Tours' obligations to its clients shall be deemed fulfilled upon the completion of the arrangements outlined in Article 1.

 

Article 10 (Payment of service fee)

The Client shall pay to JFE Tours the full amount of the service fee set forth in an Individual Agreement no later than the date designated by JFE Tours. However, in the case where the date of payment falls on a financial institution holiday, the payment must be made by the immediately preceding financial institution business day.

2. Notwithstanding the provision of the preceding paragraph, if there is any separate written agreement between the Client and JFE Tours, the service fee shall be settled in accordance with said separate agreement.

 

Article 11 (Payment of deposit)

Notwithstanding the provision of the preceding Article, if JFE Tours, or any transportation agency or accommodation facility, etc. (collectively a "Travel Service Provider") that provides travel services at the travel destination pursuant to the Services requests a deposit in advance, the Client shall pay said deposit by the due date designated by JFE Tours.

 

Article 12 (Bearing of expenses)

Telecommunications expenses (including tax) ancillary or related to these Terms and Individual Agreements and remittance fees (including tax) for service fees shall be borne by the originator/caller/sender, whether it is the Client or JFE Tours.

 

Article 13 (Late payment charges)

If the Client fails to fulfil its monetary obligations under an Individual Agreement, such as the

service fee and deposit, the Client shall pay JFE Tours a late payment charge accruing on the principal at the rate of 15% per annum, from the day following the due date to the date of full payment, in addition to the principal.

 

Chapter 3 Amendment to Agreement

 

Article 14 (Changes to the Services)

Even after the conclusion of an Individual Agreement, if any of the following events occurs,

JFE Tours may change the type, content, extent, etc. of the Services set forth in the Individual Agreement, in whole or in part, by unilaterally expressing its intent to the Client. However, in the case of arranged travel, this applies only if the following reasons occur before the arrangements are completed:

(1) The number of travelers increases or decreases, or any other request is made by the Client.

(2) The Client delays payment of the service fee set forth in Article 10.

(3) The Client delays payment of the deposit set forth in Article 11.

(4) The schedule must be changed due to transportation being at full capacity or other unavoidable

reasons.

(5) The accommodation facility must be changed due to being at full capacity, a temporary closure or other similar reasons.

(6) The delivery of all or part of the Services has become impossible or extremely unsafe due to a

natural disaster, war, labor dispute, suspension of the provision of travel services by a Travel

Service Provider, order by a public agency, or other unavoidable reasons.

(7) The change is reasonable or unavoidable.

2. If JFE Tours intends to make any change due to any events specified in Items 4 to 6 of the preceding paragraph, it shall provide an explanation to the Client in advance. However, where there is a compelling reason in cases of emergency, providing an explanation after the fact will suffice.
 

Article 15 (Settlement of difference in the service fee)

In the case where the Services have been changed pursuant to the preceding Article, any

difference in the service fee shall be settled in accordance with the following provisions.

(1) If the service fee after the relevant change is less than the service fee under the agreement,

JFE Tours shall return the difference to the Client.

(2) If the service fee after the relevant change is more than the service fee under the agreement, the Client shall additionally pay the difference to JFE Tours.

(3) The costs and expenses necessary for the procedures for the change shall be borne by the Client.

 

Article 16 (Change in the amount of the service fee)

Even after the conclusion of an Individual Agreement, if any of the following events occurs, JFE Tours may change the amount of the service fee by unilaterally expressing its intent to do so.

In such case, the Client and JFE Tours shall settle the difference without delay.

(1) There is a change in the fees due to the cessation of travel services by a Travel Service Provider, order by a public agency, provision of transportation services not in accordance with the original plan or any other reason not involving JFE Tours.

(2) There is a change in the content of the agreement due to justifiable reasons, such as an act of God, and the fees paid to a Travel Service Provider are changed as a result of said change.

(3) Any taxes related to the Services have been added, abolished, or increased or decreased by any relevant authorities.

(4) There is an increase or decrease in the fees paid to a Travel Service Provider for any other reasons equivalent to the above.

 

Chapter 4 Termination of Agreement

 

Article 17 (Termination of Individual Agreement)

In the case of any of the following events, JFE Tours may terminate all or part of the Individual Agreement related to the relevant travel. In such case, JFE Tours shall explain the reason to the Customer in advance, or after the fact if there is a compelling reason that hinders the provision of an explanation in advance.

(1) The Client requests full or partial termination of the Individual Agreement.

(2) The traveler commits an act, or is likely to commit an act, that violates relevant laws or regulations or offends public order and morals and it is deemed that the smooth delivery of the Services will be hindered.

(3) It is deemed, based on the judgment of JFE Tours or its appointed guide, that the delivery of the Services would be unsafe for the Traveler or would be inappropriate due to harming social honor, etc.

(4) The service fee provided for in Article 10 or the deposit provided for in Article 11 has not been paid or is not likely to be paid to JFE Tours by the Client.

(5) The delivery of all or part of the Services becomes impossible due to unavoidable reasons on the part of the Travel Service Provider.

(6) The delivery of all or part of the Services has become impossible or extremely unsafe due to a natural disaster, war, labor dispute, or other unavoidable reasons.

(7) It is determined that the delivery of the Services would cause JFE Tours to incur a significant loss due to changes in the circumstances, etc.

(8) The Client breaches any of the provisions of these Terms or the Individual Agreement.

 

Article 18(Termination for breach of contract)

If either JFE Tours or the Client breaches the provisions of the individual Agreement, or if any of the following events occur, JFE Tours or the client may immediately terminate the individual contract in whole or in part without notice to the other party.

(1) It is subject to compulsory execution, provisional attachment, provisional disposition, exercise of security interests or public auction, or a disposition for failure to pay taxes and public dues.

(2) Its business permit or license has been revoked or suspended by a supervisory authority or similar measures have been taken against it by a supervisory authority.

(3) When the client is subject to expulsion from a member industry group or association, etc.

(4) It has discontinued its business, adopted a resolution for dissolution, or begun the liquidation process.

(5) A bill or check drawn or accepted by it has been dishonored, or a disposition to suspend transactions has been issued to it by a clearinghouse or electronic monetary claim recording institution.

(6) When the client's financial condition has deteriorated, or there is a reasonable cause to believe that this is likely to occur, such as when the client is subject to other bank transaction dispositions.

(7) It has significantly damaged the credibility of the other party.

2. When the client falls under any of the circumstances specified in the preceding paragraphs, all obligations shall become due and payable without any notice or demand.

 

Article 19 (Actual costs upon termination)

In the case of Article 17, any cost and other expenses that JFE Tours has already paid on behalf the Client shall be borne by the Client, and if any damage is caused to JFE Tours due to the termination of an Individual Agreement, the Client shall fully compensate JFE Tours for the damage by the due date designated by JFE Tours.

 

Article 20 (Receipt of cancellation fee)

If all or part of an Individual Agreement is terminated in accordance with Article 14, 17, and 18, the Client shall pay JFE Tours a cancellation fee as specified in the Appendix. However, if a cancellation fee is separately provided for in the Individual Agreement, it shall apply.

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Chapter 5 Responsibility

 

Article 21 (Damage/Accident)

If JFE Tours intentionally or negligently causes damage to the traveler in the course of the performance of an Individual Agreement, it shall compensate the Client for said damage according to the amount of the damage, its share of responsibility, etc. However, this shall apply only if the Client notifies JFE Tours of the damage in writing or by electronic means within one (1) year from the day immediately following the occurrence of the damage.

2. JFE Tours shall not be liable for any damage incurred by the traveler due to a natural disaster or any other act of God, a war, riot, infectious disease, discontinuation of travel-related services provided by an event provider or Travel Service Provider, order from a public agency, or any other reason not involving JFE Tours.

3. If the traveler’s willful misconduct or negligence causes damage to JFE Tours, the Client must compensate JFE Tours for said damage.

4. The Client must ensure that the traveler has a necessary insurance policy.

 

Chapter 6 Accident prevention measures

 

Article 22(Accident Agreement)

Regardless of whether or not either or both parties are responsible, in the event of an accident or other unforeseen event occurring in relation to the performance of the trip based on the Client's travel itinerary and the travel conditions document, the Client and JFE Tours shall be obligated to cooperate with each other in terms of communication systems, countermeasures, procedures, resolution, etc.

 

Chapter 7 Supplementary Provisions

Article 23 (Term)

An Individual Agreement shall be in effect from the date of conclusion thereof to MM/DD/YYYY. However, in relation to the Services delivered during the effective period of an Individual Agreement, the relevant Individual Agreement shall survive the lapse of said period.

2. An Individual Agreement shall be renewed for an additional period of one (1) year under the same terms and conditions unless either the Client or JFE Tours expresses a contrary intention no later than 60 days before the expiration of the effective period, and the same shall apply thereafter.

 

Article 24 (Elimination of antisocial forces)

If either the Client or JFE Tours reasonably judges that the other party falls under any of the

following items, it may immediately terminate all or part of an Individual Agreement without giving any notice or demand to the other party and without performing its obligations. If the terminating party suffers damage due to the termination, the non-terminating party shall compensate for said damage.

(1)The other party constitutes any of the following antisocial forces: 

1. Organized crime group;

2. Member of an organized crime group;

3. Quasi-member of an organized crime group;

4. Company affiliated with an organized crime group;

5. Corporate racketeer or any other group that engages in criminal activities under the pretext of conducting social or other campaigns; 

6. Any other person/entity similar to any of those listed in Items 1 through 5 above.

(2)The other party has any of the following relationships with the antisocial forces specified in the preceding item or any party closely associated with said antisocial forces (hereinafter collectively referred to as "Antisocial Forces, etc."):

1. The management of the other party is controlled by Antisocial Forces, etc.;

2. Antisocial Forces, etc. are substantially involved in the management of the other party; or

3. The other party provides funds or benefits to Antisocial Forces, etc.; 4. The other party has any other socially-reprehensible relationship with Antisocial Forces, etc.

(3)The other party has conducted any of the following acts by itself or by using a third party:

1. Making a violent demand;

2. Making an unreasonable demand beyond legal responsibility;

3. Using intimidation or violence in relation to transactions;

4. Damaging the Client’s or JFE Tours' credibility or obstructing the Client’s or JFE Tours' business by spreading false rumors or using fraudulent means or force; or

5. Committing any acts similar to any of those listed in Items 1 through 4 above.

6. Even if the non-terminating party suffers damage as a result of the termination pursuant to the preceding paragraph, the non-terminating party may not make a claim to the terminating party.

 

Article 25(Joint guarantor)

JFE Tours shall request that the Client provide a joint guarantor to guarantee the Client's payment and bear responsibility for the performance of all of the Client's debts to JFE Tours under an Individual Agreement.

 

Article 26(Jurisdiction)

The Kyoto District Court shall be the court of first instance with exclusive jurisdiction over any disputes arising from an Individual Agreement.

 

Article 27(Consaltation)

Any matters not stipulated in an Individual Agreement or any matters in respect of which doubts arise regarding the Individual Agreement shall be resolved through consultation between the Client and JFE Tours on a case-by-case basis.