Article 1 (Application)
These Terms of Use are intended to define the rights and obligations arising, with regard to use of the online services (hereinafter referred to as ‘Services’) provided by ZUMEN Co. Ltd., between the operating entity of the service (hereinafter referred to as ‘BIMsearch’) and the service users.
These Terms of Use shall apply to all rights and obligations between BIMsearch and the service users in relation to the use of the Service. All rights and obligations of BIMsearch, the operating entity of this service, belong to ZUMEN Corporation, and not to any other individual or corperation.
Article 2 (Definitions)
Each of the following terms used in these Terms of Use shall have the following meanings;
'Website': the website created and published by BIMsearch for the provision of the Services.
'Account Holder': the individual or legal entity who has created an account on the Website.
'Client': the individual or legal entity that outsources or intends to outsource work through the Services.
'Worker': an individual or legal entity that undertakes or intends to undertake work through the Services.
‘Products’: the architectural drawings and architectural 3D model data using Building Information Modeling, etc., created by the Worker entrusted with the work through the Services.
'Transaction': the outsourcing contract concluded between Client and Worker using the Services.
'System Usage Fee': the fee paid by the Client and Worker to BIMsearch for the use of the Services.
Article 3 (Creation of accounts)
Only the person who creates the account in his/her own name for the use of the Service shall be entitled to create an account in his/her own name, and the creation of an account by an agent shall not be permitted.
Only the person who is not under the age at which legal acts cannot be validly performed on his/her own, and is authorized to conclude a contract on behalf of a legal entity, including but not limited to the representative of the legal entity, is entitled to create an account in the name of the legal entity for the use of the Services.
The person creating the account pledges that all information provided in creating the account is true and BIMsearch is not liable for any damage caused by the untruthfulness of the information provided by the person creating the account.
The person creating the account shall be responsible for any updates or changes to the information provided after the account has been created, and BIMsearch shall not be liable for any damage caused by the account creator's failure to make such updates or corrections.
The person who can be Account Holder for the use of the Services is the person who fulfils all of the following conditions;
Be at least 18 years of age (except where a legal entity is the Account Holder).
Possess an e-mail address.
Agree to all the terms and conditions of these Terms of Use
The work is to be ordered and received as business activities.
Not belonging to any gangs or other anti-social forces and not having any relationship with them, within the past five years.
The account creator meets the requirements to be able to legally place and receive business orders in the country/region where the Account Holder places and receives business orders.
If the account creator is an officer, employee or other person belonging to a legal entity, the acceptance or submission of orders for work shall not violate the relevant laws and regulations and the internal regulations (rules of employment, etc.) of the legal entity.
BIMsearch may refuse to accept the creation of an account in the following cases;
If the application does not meet the requirements of the preceding paragraph
If the personal account is not created by himself/herself
If the corporate account is created by an unauthorized person
If the person who has previously been subject to deletion of the account by BIMsearch creates the account again
Any other account creation that BIMsearch considers inappropriate
If BIMsearch does not accept the creation of an account, BIMsearch is not obliged to disclose or explain the reasons for not accepting to the person who has applied for such an account and is not liable for any damage caused to that person as a result of not accepting.
Article 4 (Deletion of account by BIMsearch)
Even after an account has been created in accordance with Article 3, BIMsearch may take action to delete the account if any of the following facts are revealed about the account;
If the information provided at the time of account creation is found to contain falsehoods
If it is found that, at the time of creation of the account, the applicant did not fulfil the qualifications and conditions for account creation as set out in Article 3.5
If, after creation of the account, the qualifications and conditions for creation of the account, set out in Article 3.5, are no longer fulfilled
The Account Holder provides or obtains an email address or other contact details for another Account Holder and enters into, or attempts to enter into, an outsourcing contract without involving the Website
If the Account Holder pays the remuneration for an outsourcing contract concluded through the Website directly to the other party to the outsoucing contract, without involving the Services.
If the Account Holder has committed or is deemed likely to commit an act in breach of the relevant laws, these Terms of Use or other guidelines
If the Account Holder has had a problem with another Account Holder or a third party, and BIMsearch considers that it is not appropriate for the account to continue to be held
If BIMsearch receives a complaint from another Account Holder to BIMsearch, and BIMsearch determines, based on the content of the complaint, that it is not appropriate for the account to continue to be held
If the Account Holder has not logged in to the account within the past one year.
If the Account Holder is unable to receive emails sent by BIMsearch or has not responded to communications from BIMsearch for more than 30 days
When one individual or one legal entity opens multiple accounts for fraudulent purposes, such as impersonating another person
In any other case where BIMsearch considers that it is inappropriate for the account to continue to be held
The deletion of an account in accordance with the preceding paragraph shall take effect as soon as BIMsearch sends an e-mail to the relevant account creator informing him or her of the deletion of the account, without confirmation of reception of the e-mail
BIMsearch shall not be liable for any damage caused to the Account Holder or third parties as a result of the measures set out in the preceding paragraph
Article 5 (Deletion of account by Account Holder)
If the Account Holder wishes to delete his/her account on his/her own, he/she may do so by following the procedure prescribed by BIMsearch. However, deletion is not possible while the Account Holder is under the following circumstances.
Where the work for which he was the contractor has not been completed.
Where the settlement procedure for work for which he or she is the contractor has not been completed.
Article 6 (Contents of the Services)
The Services provided by BIMsearch are crowdsourcing services for placing and receiving orders for architectural drawings and architectural 3D models using Building Information Modelling, etc., and provide a platform for matching clients and workers. It is assumed that both clients and workers use the Services for their businesses.
The purpose of the Services is that Client and Worker directly conclude an outsourcing agreement, and BIMsearch shall not be a party to the outsourcing agreement concluded on the Website.
Article 7 (Use of the Services)
When the Account Holder concludes a contract by using the Services, the form of the contract shall be an outsourcing contract. The Client may not give specific direction or supervision to the Worker regarding the content and method of execution of the contracted work, or designate the place and time of execution of the work.
BIMsearch does not check or guarantee the content, quality, authenticity, legality, accuracy or usefulness with regard to the selection of workers and clients for the Transaction, or the Products provided under the Transaction, nor does it accept any responsibility for defects in them.
In using the Services, Account Holders pledge not to conclude an outsourcing agreement or attempt to conclude an outsourcing agreement with another Account Holder, in relation to placing and receiving orders of architectural drawings and 3D models using Building Information Modeling, etc., without going through the Website.
As a rule, communication between the Account Holder and other Account Holders shall take place only on the Website. In addition, remuneration and other transfers of money from the Account Holder to the other Account Holder in connection with an outsourcing contract concluded by using the Services shall always be made on the Website, regardless of the name of the remuneration or the transfers of money.
The Account Holder shall not breach any duty of confidentiality, non-competition or other obligations he/she owes to others.
If BIMsearch deems it necessary, BIMsearch may request the Account Holder to verify his/her identity with official documents.
Article 8 (Conclusion of the Transaction)
The Transaction shall be concluded when the Client and the Worker have given final approval for the Transaction on the Website, upon mutual agreement between the parties. At the time of final approval of the Transaction, the parties shall have mutually confirmed the content of the Products, the delivery date of the Products to be delivered by the Worker, and the manner in which the remuneration to be paid by the Client.
After the conclusion of the Transaction, the matters stipulated in the Transaction may not be changed without the consent of both the Client and the Worker.
Under the Transaction, the Worker is obliged to complete the Products stipulated by the Transaction and deliver them to the Client by the delivery date. The Worker is not obliged to start work under the Transaction until the Client has paid the provisional payment.
Under the Transaction, the Client is obliged to inspect the Products delivered by the Worker and to inform the Worker via the Website as to whether the content and quality of the Products conform to the requirements in the Transaction, and if they do, to pay the remuneration stipulated by the Transaction. If the Client fails to give the above notification without reasonable cause within 14 days after the date of delivery of the Products by the Worker, the Client shall be deemed to have notified the Worker that the Products conform to the requirements in the Transaction.
In the event that any special conditions are to be made with regard to the Transaction, other than basic matters such as the content and delivery date of the Products to be delivered by the Worker and the method of determining the remuneration to be paid by the Client, these conditions shall be determined through discussions just between the Client and Worker, and BIMsearch shall have no involvement in these matters.
Article 9 (BIMsearch’s Authority to receive remuneration instead of Worker)
When the Transaction is concluded, the Worker agrees with BIMsearch to authorise BIMsearch to receive remuneration arising from the Transaction on behalf of the Worker.
When the Transaction is concluded, the Client agrees that BIMsearch may receive the remuneration arising from the Transaction on behalf of the Worker.
Article 10 (Types of remuneration set out in the Transaction)
The remuneration paid by the Client to the Worker under the Transaction shall be determined as a fixed amount of remuneration.
Article 11 (Transactions in the case of fixed remuneration)
At the time the Transaction is concluded, the Client and the Worker determine a fixed amount of remuneration for the work to be performed by the Worker under the Transaction.
Once the Worker has completed and delivered the Products to the Client by the delivery date stipulated in the Transaction and the Client has confirmed and notified the Worker that the content and quality of such Products conform to the Transaction, the Client shall be obliged to pay the remuneration referred to in the preceding paragraph. However, the time and method of payment shall be as stipulated in Article 13.
Article 12 (System Usage Fees)
The Client and the Worker are obliged to pay BIMsearch a System Usage Fee for the use of the Services.
The amount of the System Usage Fee paid by the Client to BIMsearch shall be equal to 5% of the remuneration paid to the Worker in the Transaction.
The amount of the System Usage Fee paid by the Worker to BIMsearch shall be equal to 5% of the remuneration received from the client in the Transaction.
The obligation of the Client and the Worker to pay the System Usage Fee arises when the Products are delivered in accordance with the Transaction and the Client has inspected the Products and notified the Worker that their content and quality conform to the Transaction. However, the time and method of payment shall be as specified in Article 13.
Article 13 (Time and method of payment)
Payment of remuneration and System Usage Fees under this transaction shall be made in accordance with the payment method set out in this article, and the time and method of payment may not be changed by agreement between the Client and the Worker.
In the case of fixed remuneration, the method of payment shall be as follows.
The Client makes a provisional payment to BIMsearch for the total amount of the remuneration and System Usage Fees payable by the Client, at the time the Transaction is concluded.
Upon BIMsearch's confirmation of the Client's notification that it has inspected the Products and confirmed that the content and quality conform to the Transaction, BIMsearch shall receive the remuneration under the Transaction on behalf of the Worker from the received provisional payment. Promptly thereafter, BIMsearch shall deduct the System Usage Fee payable by the Worker from the received provisional payment and deliver the remaining amount to the Worker.
BIMsearch will receive the System Usage Fees, which are payable both by the Client and the Worker, from the remaining amount of the received provisional payment as soon as possible after handing over the remuneration received to the Worker.
In the event of any of the following, notwithstanding the provisions of these Terms of Use, BIMsearch will not be involved in receiving any remuneration arising from the Transaction and may refund to the Client the full amount, if any, of any remuneration and System Usage Fee already paid provisionally to BIMsearch (however, any remittance fees, etc. for the refund shall be borne by the Client.). In the event that BIMsearch refunds the provisional payment, neither the Client nor the Worker shall be obliged to pay any System Usage Fees to BIMsearch.
When BIMsearch confirms that the Transaction has been terminated by mutual agreement of the Client with the Worker
If, prior to the delivery of the Products under the Transaction, one party to the Transaction notifies the other party of its intention to suspend or cease operations and the other party fails to make any such notification within 14 days
If one party to the transaction delays the performance of its contractual obligations under the Transaction, such as payment of remuneration or delivery of Products, and fails to perform its obligations within 14 days after the other party's notice on the Website
If a dispute arises between the parties as to whether the content and quality of the Products delivered by the Worker conform to the Transaction
If, after the Transaction has been concluded, one party or BIMsearch has been unable to contact the other party for more than 14 days despite having contacted the other party using the normal means of communication in the Services
Other cases where BIMsearch considers it inappropriate to withhold provisional payments
If BIMsearch returns the provisional payment in accordance with the preceding paragraph, the remuneration and other payments for the Transaction shall be made directly between the Client and the Worker, for which BIMsearch shall have no liability.
Article 14 (Intellectual property rights in respect of Products)
Unless otherwise agreed between the Client and the Worker, the copyrights and other intellectual property rights (including the rights under Articles 27 and 28 of the Copyright Act in Japan) in the Products created in the Transaction shall be transferred to the Client at the time the Worker delivers the Products. However, with the Client's consent, the Worker may use the Products for purposes other than the Transaction.
Article 15 (Intellectual property rights relating to the Services)
The copyrights and other intellectual property rights in the images and text provided by BIMsearch on the Website belong to BIMsearch.
Article 16 (Compliance with laws and regulations)
The Client and the Worker shall comply with relevant laws and regulations in the Transaction. In particular, the Client shall independently check whether the Transaction is subject to regulation under the Act against Delay in Payment of Subcontract Proceeds in Japan and, if so, shall comply with its obligations as a parent business entity under the Act.
Article 17 (Management of IDs and passwords)
The Account Holder shall, at his/her own risk, properly manage the registered ID and password to prevent them from being used or stolen by others, and BIMsearch shall not be liable for any damage caused to the Account Holder as a result of the Account Holder's negligence in the management of the ID or password.
The Account Holder shall not authorize or permit the use of the registered ID and password by third parties.
The Account Holder shall immediately notify BIMsearch if his/her ID or password is found to have been used or stolen by a third party.
Article 18 (Handling of confidential information)
When communicating with other Account Holders through the Services, the Account Holder undertakes to keep confidential any information disclosed by the other party relating to the other party's technology, development, products, sales, plans, know-how, etc., and not to disclose or divulge such information to any third party without the prior written consent of the other party concerned. In addition, the Account Holder shall not use the confidential information provided to him/her for any purpose other than the use of the Services and the performance of the outsourcing contract concluded on the basis of the Services.
The information specified in the following items is excluded from confidential information.
(1) information which can be proved to have been rightfully in the possession of the addressee before the disclosure was made by the discloser
(2) Information that was in the public domain before it was disclosed by the discloser
(3) Information which, after being disclosed by the discloser, becomes public knowledge for reasons not attributable to the addressee
(4) Information that the addressee has legitimately obtained from a duly authorised third party without any obligation of confidentiality
(5) Information independently obtained by the addressee not from the disclosed information
BIMsearch is not responsible for compliance with the obligation of confidentiality on the part of the Account Holder, and any problems with other Account Holders arising from a breach of the Account Holder's obligation of confidentiality shall be resolved at the responsibility and expense of the parties concerned.
Article 19: Handling of personal data
BIMseach will handle the Account Holder's personal information obtained through providing the Services in accordance with their privacy policy.
Article 20 (Prohibition of transfer of status)
The Account Holder shall not transfer any rights and obligations, which arise under these Terms of Use between the Account Holder and BIMsearch, to a third party.
Article 21 (Prohibited matters)
The Account Holder is prohibited from performing the following acts when using the Services.
Acts that infringe or may infringe the copyrights, trademarks or other intellectual property rights of BIMsearch, other Account Holders or other third parties
Acts that infringe or may infringe the property, privacy or portrait rights of other Account Holders or other third parties
Acts that constitute discrimination, slander, libel or defamation of reputation
Sending, forwarding or otherwise transmitting any advertisements, promotions, solicitations via e-mails or other types of messages to other Account Holders without permission
Except in cases approved in writing in advance by BIMsearch, business activities using the Services for purposes other than outsourcing based on the Services, acts relating to the use of the Services for the purpose of commercial activities other than outsourcing based on the Services, or acts relating to the use of the Services for the purpose of preparing for such activities
Requesting or commencing work with an amount of remuneration that BIMsearch considers to be significantly low in light of the content of the commissioned work, with or without the Worker's consent
Requesting or commencing work under a contractual form other than a outsourcing contract
Any act by the Client in the execution of the outsourcing contract using the Service that places or attempts to place the worker under its direction or supervision, such as limiting working hours and work location
Acts where the Client requests or attempts to request work from the Worker without going using the Services
Acts of making direct payment of remuneration or other monetary payments between the Client and the Worker without using the Services.
Conclusion or attempt to conclude an outsourcing contract without specifying the content of the Products, the amount of remuneration, the delivery date and other elements necessary for the conclusion of the outsourcing contract
Acts that interfere with the operation of the Services or that may be detrimental to BIMsearch
Prolonged phone-calls to BIMsearch, excessive repetition of similar enquiries, coercion to do things without obligation or reason, or any other conduct that causes or may cause significant disruption to BIMsearch's operations
Conducting or facilitating the conduct of business without meeting the requirements for lawful conduct of business under the jurisdiction where the business is conducted
Acts of transactions between substantially the same persons or legal entities by duplicating membership registrations by the same person or legal entity.
Acts of conducting transactions without substance, such as where the provision of Services or delivery of Products is practically non-existent
Transactions with a remuneration amount that BIMsearch can judge to be significantly out of line with the remuneration normally paid for the same or similar work as the commissioned work.
Acts of Client making a payment using a counterfeit or fraudulently obtained credit card
In addition to the above, acts in breach of laws, regulations, these Terms of Use, public order and morals, and other nuisances.
Other acts deemed inappropriate by BIMsearch.
Article 22 (Monitoring)
BIMsearch is authorised to monitor and investigate whether the Account Holder is using the Services properly, and the Account Holder shall be subject to monitoring and investigation by BIMsearch.
Article 23 (Dealing with breach of the Terms of Use)
If BIMsearch determines that an Account Holder's conduct violates the provisions of these Terms of Use, or applicable laws or regulations, BIMsearch may take measures such as suspending or deleting the Account Holder's account on the Services without the need to notify the Account Holder in question.
If BIMsearch takes measures in accordance with the preceding paragraph, it is not obliged to disclose the reasons for such measures to the relevant Account Holder. In addition, BIMsearch shall not be liable for any damages to the Account Holder in the event that the Account Holder suffers damages as a result of the BIMsearch's measures.
If the Account Holder violates these Terms of Use, or applicable laws and regulations and, as a result, causes damage to BIMsearch or the operating entity ZUMEN Corporation, the Account Holder is liable for all damages.
Article 24 (Method of communication)
As a rule, communications from BIMsearch to the Account Holder shall be made by sending an e-mail to the registered e-mail address. In the case of communication by e-mail, the notification to the Account Holder is deemed to have arrived when BIMsearch sends an e-mail to the registered e-mail address.
As a rule, communication from the Account Holder to BIMsearch shall be made by e-mail. BIMsearch will accept telephone contact from the Account Holder in case of unavoidable circumstances, but direct visits by the Account Holder will not be accepted.
Article 25 (Suspension, cessation and termination of the Website)
BIMsearch may suspend the Services without prior notice to the Account Holders if it considers it difficult to provide the Services due to system failure and maintenance, the occurrence of natural disasters such as earthquakes or fire, or other technical or operational reasons.
BIMsearch may suspend or terminate the Services by notifying Account Holders at least two weeks in advance by e-mail and by making a notice on the Website where the Services are provided.
BIMsearch shall not be liable for any damage caused to the Account Holder as a result of actions taken in accordance with this Article.
Article 26 (Transfer of the Services)
If BIMsearch transfers the business of the Services to a third party, it may transfer its position as operator of the Services, its position under these Terms of Use, its rights and obligations under these Terms of Use, the Account Holder's registration information and other information to the transferee of such business transfer. Account Holders agree in advance to these transfers.
Article 27 (Disclaimer)
For any disadvantage or damage caused to the Account Holder as a result of the use of the Services, such as leakage of the Account Holder's ID or password to a third party, disclosure of secrets by the Account Holder, system malfunction, failure or interruption of the Services, or loss or leakage of data, etc. BIMsearch shall bear no liability whatsoever.
If the Account Holder causes detriment or damage to other Account Holders or third parties by using the Services, the Account Holder shall compensate for this at his/her own expense and responsibility, and BIMsearch shall not be liable for any detriment or damage of any kind.
BIMsearch does not manage Transaction between the Client and the Worker on the Services and is not liable for any loss or damage caused by the Transaction.
BIMsearch shall not be liable for any disadvantage or damage suffered by the Account Holder as a result of messages exchanged, or files sent or received on the Services, which contain personal information, etc.
BIMsearch does not guarantee the identity of the Account Holder, nor does it guarantee that the Client or the Worker will complete the Transaction on the Services.
BIMsearch may, at its discretion, use and publish any images, texts, programmes, etc. created, registered, provided, published or posted by Account Holders on the Website to the extent necessary for the smooth operation of the Website or the continuous provision of the Services. BIMsearch shall not be liable for any loss or damage resulting from such use or publication.
Article 28 (Exclusion of anti-social forces)
BIMsearch and the Account Holder represent to the other party that at the time of creation of the account by the Account Holder, they and their directors, executive officers, corporate officers and other important employees substantially involved in the management of the company and persons with substantial management authority do not fall under the category of anti-social forces, and that such The Account Holder shall guarantee that they will not fall under the category during the period of use of the Services. The term 'anti-social forces' as used in this Article refers to gangsters as defined in Article 2, Item 2 of the Act on Prevention of Unjust Acts by Organised Crime Groups, gangsters as defined in Article 2, Item 6 of the Anti-Gangster Act in Japan, persons for whom five years have not passed since they ceased to be gangsters, quasi-organised crime group members, gangster-related companies, individuals, although not necessarily involved in the organization of gangster groups, who conduct make violent or unreasonable demands in excess of their legal responsibilities.
BIMsearch and the Account Holder warrant to the other party that they will not use themselves or any third party to commit any of the following acts in connection with the use of the Services.
Violent demanding behaviour
Unreasonable demands beyond legal responsibility
Acts of threatening behaviour or using violence.
Acts of spreading rumours, using falsehoods or force to discredit the other party or obstruct the other party's business
Other acts similar to those listed in the preceding paragraphs
Article 29 (Changes to the Terms of Use)
BIMsearch may change these Terms of Use without the individual consent of each Account Holder
in any of the following cases.
(i) When changes to these Terms of Use are in the general interests of the Account Holders
(ii) If the changes of these Terms of Use is not contrary to the purpose of the use of the
Services by the Account Holders and is reasonable in light of the necessity of the changes,
the reasonableness of the content after the changes and other circumstances surrounding the
changes
In the event that BIMsearch makes changes to these Terms of Use in accordance with the
preceding paragraph, BIMsearch shall inform the Account Holders in advance of the effective
date of the changes to these Terms of Use and the details of the changes by one of the
following methods.
(i) Publication on the BIMsearch website.
(ii) Posting on the website of the service provider
(iii) Sending an e-mail to each User.
After the effective date of the changes to these Terms of Use, the rights and obligations of BIMsearch and each Account Holders shall be governed by the changed Terms of Use, even if the Account Holder’s created their account before the effective date.
Article 30 (Governing law and court of jurisdiction)
These Terms of Use shall be interpreted in accordance with the laws of Japan.
If any provision of these Terms Use is held by a court or other duly authorised body to be illegal, unenforceable or invalid in any particular country or territory, such illegality, unenforceability or invalidity shall in no way affect the legality, enforceability or validity of any other provision of these Terms of Use, or the legality, enforceability or validity of such provision in any other country or territory.
The Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes arising in connection with the Services.