Terms of Use
Ship&co
Established: March 2018
Last updated: December 16, 2022
These Terms of Use ("Terms") apply to all relationships between customers and Bertrand Co. ("Company") as concern use of the Ship&co shipping documents issuing service ("Service"), an application and API (application programming interface) operated by the Company. Use of the Service requires consenting to these Terms.
Article 1: General provisions and scope
These Terms apply to all relationships between the Company and you, using, or who seeks to use, the Service.
Where the Company posts separate or additional provisions relating to the Service on the Company web site or distributes them by e-mail or other means, those separate or additional provisions shall form a part of these Terms. If the separate or or additional provisions are in conflict with these existing Terms, the separate or additional provisions shall prevail.
This Service is not intended for use by minors. Minors using the Service must obtain have a parent or legal guardian consent to the Terms, or obtain the consent of a parent or legal guardian prior to consenting to the Terms shown on the Service. The same applies to separate rules or additional provisions relating to the Service.
Article 2: Terms
In these Terms, the items listed below are defined as follows.
Service usage agreement Refers to contractual relationships between a registered user and the Company as concern use of the Service, and includes these Terms and other terms and conditions and notices posted on the Company web site or the Service.
Registered user Refers to a corporation, organization, or individual that has agreed to these Terms and entered into a Service usage agreement with the Company.
Prospective user Refers a to corporation, organization, or individual seeking to use the Service.
Shipping company Refers to a corporation or organization, or individual that operates a shipping business contracted by a registered user.
Logistics operator Refers to a corporation, organization, or individual that operates a logistics warehouse or other logistics service contracted by a registered user.
Third-party provider Refers to a corporation or organization, or individual that operates an e-commerce platform, marketplace, or other service contracted by a registered user.
Registration Refers to registration for use of the Service by a person seeking to register in accordance with the method specified in Article 3.
Registration information Refers to information specified by the Company and submitted by a prospective user during registration, information that the Company deems necessary while the Service is in use and which it additionally requests users to submit, and additions or changes to said information made by the user themselves.
E-mail address and password Refers to the e-mail address and password submitted by a registered user, and serving as a unique code to identify the registered user when used in combination with each other.
Account Refers to an account granted by the Company to a registered user that identifies the user in question via a username, e-mail address, and password.
Company web site Refers to a web site operated by the Company at the URL www.shipandco.com (if the domain or content of this Company web site changes for any reason, the domain thereafter shall apply).
Intellectual property rights Refers to copyright (including those rights set forth in Articles 27 and 28 of the Copyright Act), patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights or to file for registration of those rights.), and to ideas, expertise, etc.
Article 3: Registration
Prospective users who wish to register can file with the Company for registration for use of the Service by agreeing to comply with these Terms and by providing the requisite registration information to the Company in a manner it specifies.
Where the Company receives an application for registration per the preceding clause, it shall determine whether the applicant is eligible to register in accordance with its standards, and notify the applicant via the e-mail address they provided, whereupon (if approved) registration as a registered user is complete.
Upon completion of registration as set forth in the preceding clause, a Service usage agreement under these terms is concluded between the registered user and the Company, and the registered user is permitted to use the Service thereafter.
Where any of the below apply to a person filing for registration pursuant to Clause 1 above, the Company may refuse registration, and is not obligated to disclose any of the reasons therefor. The Company may request additional documentary evidence or materials from prospective users in connection with their filing for registration.
Where Registration Information provided to the Company, whether in whole or in part, was falsified, incorrect, or missing;
Where the prospective user lacks the legal right or status to conclude the service usage agreements or agreements for use of third-party services;
Where the prospective user has already been subject to account deletion or suspension of use of the Service;
Where the Company deems the user to be an anti-social force (organized crime group or the member thereof, right-wing organization, anti-social or criminal force, or other equivalent parties and applicable mutatis mutandis hereafter), to be contributing to or collaborating with the management or operation of an anti-social force, or to otherwise be engaging with anti-social forces;
Other causes the Company deems unsuitable for registration.
Article 4: Change to registration information
In the event of a change to a registered user's information, the user shall promptly conduct procedures to update said information via the user's profile page, and provide additional documents if requested by the Company.
If notice from the Company per the preceding clause is undeliverable, the notice shall be deemed to have arrived at the time it would ordinarily have reached the recipient.
Article 5: Management of passwords, e-mail addresses, and accounts
Registered users shall manage and store their passwords, e-mail addresses, and account information at their own risk and responsibility, and shall not permit third parties to use said data, nor lend, assign, change the name of the account holder, sell, or otherwise dispose of this information, except as stipulated in Article 7. When performing authentication, the Company assumes that an e-mail address and password matching data on file constitute use by the registered user to whom that information pertains, and any such use is treated as though the selfsame user had used the Service.
The Company waives all liability for damages sustained by users for causes that include but are not limited to improper management, misuse, leak, or use or theft of account information by third parties. The registered user of that information shall bear sole liability.
If a registered user finds that their password has been stolen or that their account is being used by a third party, the registered user shall immediately notify the Company to that effect and follow its instructions.
Article 6: Use of the Service
Registered users can use the Service within the scope of these Terms and in accordance with the methods specified by the Company.
Registered users shall use the Service in the state provided by the Company, and shall not copy, modify, change, or adapt the Service. Registered users shall use the Service in compliance with specific conditions set forth elsewhere by the Company.
Except as stipulated in Article 7, registered users shall not use, whether directly or indirectly, the Service for the provision of business to a third party or equivalent.
Registered users shall obtain, prepare, and maintain at their sole expense and liability all equipment and infrastructure necessary for use of the Service, including but not limited to computers, software, other equipment, and telecommunications and Internet lines.
Article 7: Lending of account to logistics operators
Registered users can permit logistics (3PL) operators they are affiliated with to use their account in order to utilize the Service.
Article 5 shall apply mutatis mutandis to the management of accounts used by logistics operators.
Registered users shall impel logistics operators to bear obligations equivalent to their own under these Terms. If the Company incurs damages due to actions of a logistics operator, the registered user and logistics operator shall be jointly liable to the Company for such damages.
The Company waives all liability for damages caused by a registered user allowing logistics operators to use their account.
Article 7.2: Use by sub-users
Registered users may use the Service as part of their own product or service system at their own risk and responsibility, but only if such use is approved by the Company.
In the case of Clause 1 above, registered users shall impel those users who use the Service in connection with the registered user's own products or services ("Sub-Users") to be subject to obligations equivalent to the registered user's own under these Terms.
Registered users are responsible for Sub-Users' use of the Service. The Company waives any direct obligations towards or as concern sub-users.
The Company waives liability for damages sustained by registered users, Sub- Users, or third parties as a result of a sub-user's use of the Service. Registered users shall resolve issues with Sub-Users and third parties at their sole liability and expense.
If it is found that a Sub-User is acting in breach of these Terms, the Company reserves the right to suspend the corresponding registered user's use of the Service or delete their account in accordance with Article 17.1. If the Company incurs damages as a result of actions by a Sub-User, the registered user in question shall be liable for damages to the Company.
Article 8: Company's role in the Service
Through the Service, the Company solely provides a solution for shipping documents issuing services (application and API) to registered users. Therefore, since there is no contractual relationship between the Company and shipping companies, logistics operators, or other third party providers, the Company makes no warranty that these operators will use the Service properly or as intended, or that the shipping status of registered users' parcels at logistics operators' warehouses will be appropriately reflected on the Service. Since the Company disclaims any liability or obligation with respect to shipping companies, logistics operators, or third party providers that registered users have individually contracted with, all inquiries from transportation companies, logistics operators, or third party providers and other issues relating to the Service, such as disputes between registered users and transportation companies, logistics operators, or third party providers, shall be resolved solely between the registered user and those companies or providers.
Even where a logistics operator incurs damages as a result of use of the Service pursuant to Article 7, the registered user who lent the account is liable for the damages, and the Company bears no liability to the logistics operator. Registered users shall take appropriate measures to resolve the issue with the logistics operator in question.
Article 9: Provision of third party services
In using the Service, where a registered user uses a third party service from a third party provider, the registered user shall observe, in addition to these Terms and separate terms of use, the terms of use and other conditions stipulated by the third party provider (if those terms are changed, then the version thereafter).
The Company and third party providers (excludes where the third party provider sets other provisions in their own terms of use) make no warranty that the content of the third party services conforms to a specific purpose of use by the registered user, that it offers the expected function, commercial value, accuracy, usefulness, or fitness for a given purpose, that the use of the third party service by the registered user conforms to applicable laws or internal regulations of industry groups to which the registered user is subject, and that no malfunctions or flaws will occur.
Article 10: Use of the Ship&co API (application programming interface)
The Ship&co API is used for the purpose of creating shipping labels and customs invoices. Where the Company determines that a registered user is using the API for other purposes or putting undue load on Company systems, the Company reserves the right to suspend or halt provision of the Service without prior notice to the registered user, with the provisions of Article 17 applying.
Registered users shall ensure that the systems they use to connect to the Service meet generally accepted Internet security standards.
Registered users shall not share API token with third parties.
Article 11: Fees and method of payment
Registered users shall pay the usage fees separately determined by the Company and displayed on the Company's web site and fee page for use of the Service.
The usage fees set forth in the preceding clause are incurred when the Service is used (when the registered user creates a shipping label onscreen), regardless of whether the shipping label created through the Service is used or not. Note that this does not apply to Services under a free period.
Registered users consent that, if they are under a monthly contract and terminate the Service usage agreement partway through a given month, the Company does not refund those usage fees.
The dates and method of payment for Service usage fees shall be determined separately by the Company and displayed on the Company's web site.
Where a registered user is late on payment of usage fees as stipulated in Clause 1 above, the user shall pay late fees to the Company at an annualized rate of 14.6%.
Article 12: Vesting of rights
All intellectual property rights relating to the information and content provided by the Company on its web site and the Service vest with the Company or the party who has granted a license for its use to the Company. A license to use the Service under these Terms does not imply that the Company or the party who has granted license to the Company authorizes the user to use the intellectual property rights of either party.
Registered users shall not translate, edit, modify, or otherwise alter information provided by the Company, or provide or disclose it to a third party without obtaining the express permission of the Company. Registered users shall under no circumstances infringe, or attempt to infringe (including but not limited to disassembling, decompiling, or reverse engineering), on the intellectual property rights of the Company or the parties licensing content to the Company.
Trademarks, logos, service symbols, and other marques (collectively, “Trademarks”) may appear on the Service, but this does not constitute the Company assigning said Trademarks to registered users or third parties, nor granting them the right to use said Trademarks.
Article 13: Handling of registration information
Users consent that handling of registered users' information, device information, and other information pertaining to registered users shall conform to the Company's privacy policy (set forth elsewhere).
Article 14: Confidentiality
In these Terms, "confidential information" refers to information pertaining to the Company's technology, sales, operations, finances, and organization that is provided or disclosed to a registered user by the Company or obtained from the Company in connection with the Service usage agreement or the Service itself. However, the information set forth below shall not be considered confidential information.
Information already made public or known at the time it was provided or disclosed by the Company;
Information that, after its provision or disclosure by the Company, became public through publications or other sources not attributable to the recipient;
Information legally obtained from a third party with the rights to its provision or disclosure and not carrying a duty of confidentiality;
Information independently developed by the recipient without reference to confidential information.
Registered Users shall use confidential information solely for the purposes of using the Service and shall not disclose, provide, or leak said information to third parties without written consent from the Company.
Where requested by the Company at any time, Registered Users shall follow the Company’s instructions without delay to return and/or dispose of confidential information, documents containing or listing confidential information, and any and all other recording media containing confidential information
Article 15: Prohibitions
In using the service, registered users shall not engage in any of the acts below.
Acts in violation of laws; court judgments; decisions, or orders; or legally-binding administrative measures, or acts that incite the same;
Acts of intimidation against the Company in writing, e-mail, by telephone, or otherwise, and acts of fraud or intimidation against the Company, other registered users of the Service, or other third parties;
Acts that violate public order and morals;
Infringing on the intellectual property rights, portrait rights, privacy rights, honor, or other rights or interests of the Company or other registered users of the Service, or of other third parties;
Changing, modifying, or disassembling, decompiling, reverse engineering, or otherwise attempting to analyzing the source code of the Service
Causing undue load on the networks, systems, and other infrastructure of the Service;
Acts aimed at collecting information from the Service or information of other registered users;
Directly or indirectly carrying out or supporting business activities in competition with the Company, or acts in preparation thereof;
Unauthorized access to any systems connected to the Service;
Impersonating another registered user or a third party;
Using the usernames or passwords of other registered users of the Service;
Advertising, promotion, solicitation, or sales activities on the Service without prior authorization from the Company;
Providing benefits or favors to anti-social forces, etc.;
Directly or indirectly bringing about or enabling any of the preceding acts;
Any other act the Company deems inappropriate.
Article 16: Service usage precautions
Use of the Service is completed effective the time a user of the Ship&co app creates a shipping label onscreen. The user is solely responsible and liable for everything that occurs thereafter (regardless of whether a package was shipped with that label or not). The Company waives liability for the accuracy of shipping addresses, fees, method of customs payment, and other details on the shipping label. Registered users are therefore responsible for checking the content of shipping labels and invoices they created at their sole discretion.
The Company provides shipping document preparation services. Matters relating to transportation and shipping constitute transactions between the user and the shipping company in question, and do not involve the Company. The Company waives liability for any damages or incidents arising between a user and shipping company, regardless of whether it is direct or indirect damages, or whether such damages were foreseeable.
The shipping costs listed on the Service are estimates based on registered user measurements only, and may differ from actual shipping company rates. For actual rates, please contact the shipping company directly. The Company is not responsible for any additions or changes to shipping costs.
Registered users shall comply with laws and regulations for items prohibited or regulated for import/export. If a registered user intends to import or export an item subject to those provisions, the user shall conduct the necessary procedures for obtaining approval under the relevant laws and regulations.
Article 17: Suspension of Service or account deletion
Where any of the below apply to a registered user, the Company reserves the right to, at its sole discretion, take measures ("Measures") that include but are not limited to temporarily suspending the registered user's use of the Service, deleting the registered user's account, or canceling the Service usage agreement, or a combination thereof.
Where in violation of any of the provisions of these Terms;
Where information registered is found to be falsified;
Where unauthorized use of a payment method designated by the Company is found, or if payment is suspended or invalidated by the payment processor designated by the Company;
Where subject to suspension of payment or in arrears, or where subject to bankruptcy, civil rehabilitation, or corporate reorganization proceedings, special liquidation, or a filing for commencement of any of the same;
Where the registered user does not use the Service for a period of two months or more;
Where the registered user was contacted by the Company but no response was received for thirty days or more;
Where any of the items in Article 3, Clause 4 apply;
Where the Company deems it necessary for the operation and maintenance of the Service;
Other circumstances the Company deems equivalent to the above.
Where any of the items in the preceding clause apply, the registered user forfeits the benefit of time with respect to all outstanding obligations to the Company, and shall immediately pay said obligations in full to the Company.
The Company waives all liability for damages incurred by registered users as a result of Measures taken by the Company per the terms of this article.
Article 18: Disclaimer of warranties and exemption from liability
The Company makes no representation or warranty as to the suitability of the Service for a specific purpose by registered users, the accuracy or usefulness of a specific function or the existence of commercial value, or the compliance with a specific law or statute, or internal industry or organizational regulation, applying to a registered user using the Service.
The Company makes no warranties that the content provided through the Service can be used lawfully, that it complies with the terms of use of services provided by parties other than the Company or third party providers, and that it does not infringe on the rights of third parties.
The Company makes no warranty that the Service is compatible with all devices. By consenting to these Terms, users acknowledge that upgrades to the operating system on a device used on the Service may cause the device to become incompatible or malfunction, even if the device initially functioned as intended when first using the Service. The Company makes no warranty that changes or refactoring of programs it performs in the event of such a malfunction will resolve the malfunction.
In the event of disputes arising between registered users and third parties (including but not limited to shipping companies, logistics operators, and third party providers) in connection with the Service, users shall immediately report the matter to the Company and resolve it at their sole responsibility and expense. The Company shall not be involved in, or liable for, these disputes in any way.
Article 19: Validity
The Service usage agreement shall remain in effect between the Company and the registered user during the period of provision of this Service, from the date registration completed under Article 3 until the date the registered user withdraws from the Service, or the date the registered user's account is deleted.
Article 20: Termination of agreement
Registered users can withdraw from the service by the method specified by the Company. The Service usage agreement terminates upon withdrawal from the Service, and the registered user will no longer be able to use the Service after that time.
Where a registered user withdraws from the Service, the Company reserves the right to delete the registered user's account at its discretion.
Where a user seeks to re-register for the Service, re-registration procedures are required. Registered users agree in advance that data prior to withdrawal will not be carried over after completion of re-registration procedures.
Pursuant to termination of the Service usage agreement (including withdrawal from the Service and account deletion, and applying mutatis mutandis below.), if a registered user has liabilities outstanding to the Company, the registered user loses the benefit of time and shall immediately pay the Company.
The logistics operators set forth in Article 7 and Sub-Users set forth in Article 7.2 can no longer use the Service effective the time the registered user to whom they are linked terminates the Service usage agreement.
Even after withdrawing from the service, registered users shall still be subject to liabilities and obligations (including but not limited to compensation for damages) to the Company and third parties arising from the Service usage agreement.
The Company reserves the right to retain and use information provided by registered users even after termination of the Service usage agreement.
Article 21: Damages
Where a registered user causes damages to the Company through breach of these Terms or use of the Service, the registered user shall be liable for all damages to the Company (including but not limited to legal and consulting fees and Company personnel expenses).
Where, pursuant to use of the Service by a registered user, the Company or a third party provider is subject to a claim or demand from another registered user or third party concerning infringement on rights, the registered user in question shall pay to the Company or third party provider the amount that party bore in paying the third party for the claim or demand and applicable legal fees (including but not limited to legal and consulting fees and Company personnel expenses) for resolution of the dispute. However, this excludes cases due to intentional or gross negligence by the Company.
The Company waives all liability for damages to registered users resulting from damages caused by malfunction, damage, or other defects, including but not limited to where the Company suspends, halts, or terminates provision of the Service or changes it, where information by registered users is deleted or lost, where a registered user's account is deleted, or where use of the Service causes loss of data or malfunction or damage to equipment. In addition, even where the Company is liable for damages to a registered user despite the provisions of this clause or any other provision that exempts the Company from liability for damages, the scope of said liability shall be limited to direct and ordinary damages actually occurring for reasons attributable to the Company. The Company shall not be liable for special damages or otherwise, including punitive damages. Even where the Company is liable for damages to a registered user, said damages shall not exceed the usage fees actually incurred by the registered user for the Service up to three months prior to the time the damages were sustained.
Article 22: Change to, or termination or suspension of, the Service
The Company reserves the right to change or add to the Service, in whole or in part, without prior notification to registered users.
The Company reserves the right to terminate provision of the Service, in whole or in part, at its sole discretion. If the Company discontinues the provision or operation of all or part of the Service, it will notify registered users to that effect by a method it deems appropriate. However, notification to registered users may not be made in the case of emergencies.
Where any of the below apply, the Company reserves the right to temporarily suspend, whether in whole or in part, provision of the Service without prior notice to registered users.
For the periodic or emergency maintenance or repair of hardware, software, or telecommunications equipment used for the Service;
Where the system is under heavy access or load due to other causes;
Where necessary to ensure the security of registered users;
Where the provision of all or part of a third party service by a third party provider is temporarily suspended or interrupted;
Where service is not being provided by a telecommunications provider;
Where provision of the Service is impeded due to natural disasters or other force majeure;
Where provision of the Service is impeded due to fires, power failure, or other force majeure;
Where provision of the Service is impeded due to war, conflict, riots, labor disputes, or other equivalent incidents;
Where legislation or measures taken therefor render operation of the service impossible;
Any other cases equivalent to the preceding items which the Company deems grounds for temporary suspension.
The Company waives all liability for damages sustained by registered users in connection with measures taken by the Company per the terms of this article.
Article 23: Revision of terms and conditions
The Company reserves the right to change these Terms in accordance with the provisions of Article 548.4 of the Civil Code.
When making changes to these Terms, the Company shall post the changes and the date they go into effect on its web site, or give notice by other applicable methods to notify registered users.
If, after said changes, a registered user continues to use the Service or does not complete withdrawal procedures within the length of time indicated by the Company, the registered user is deemed to have agreed to the changes to these Terms.
Article 24: Contact and notification
Messages or notification from registered users to the Company, including but not limited to service inquiries, and messages or notification from the Company to registered users, including but not limited to notifications about changes to these Terms, shall be conducted by means stipulated by the Company.
Registered users consent that the Company may e-mail advertisements or other content pertaining to its business activities to registered users.
Article 25: Assignment of status under agreement
Registered users shall not assign (includes comprehensive succession per company merger or split), pledge, or provide, whether in whole or in part, to third parties their status, rights, and obligations under the Service usage agreement without prior written consent from the Company.
Where the Company assigns the business implicated in the Service to another company, the Company reserves the right to assign users' status, rights and obligations, and registration information under the Service usage agreement, and other client information, to the assignee. By consenting to these Terms, registered users agree in advance to said assignment. Assignment of the business as described herein includes mergers where the Company is dissolved or split, and comprehensive succession by split.
Article 26: Consignment to third parties
The Company reserves the right to consign all or part of the operation of the Service to a third party, and registered users consent to this in advance.
Article 27: Severability
Even where an article or clause, or a part thereof, of these Terms is rendered invalid or unenforceable by law or otherwise, the remaining stipulations, and the remaining parts of the article or clause a section of which was rendered invalid or unenforceable, persist fully in effect. As parties to these Terms, the Company and registered user shall revise it within the scope necessary to restore the affected article, clause, or section thereof to validity and endeavor to achieve, through said revision, the same legal and economic effects and implications of the original provision.
Article 28: Survival of terms
The provisions of Articles 8, 10, 12, 13, 14, 16, 17, 18, 20, 21, 23, 27, 29, 30, and other articles or clauses the provisions of which would perforce survive shall survive the termination of the Service usage agreement.
Article 29: Governing law and jurisdiction
These Terms and the Service usage agreement are based on the law of Japan. All disputes concerning these Terms shall be adjudicated at the Kyoto Summary Court or Kyoto District Court as the exclusive court of first instance.
Article 30: Dispute resolution
In the event of issues concerning the interpretation of, or disputes over, these Terms or matters not stipulated herein, both parties shall collaborate in good faith in order to promptly resolve the issue.
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