Official Online Shop User Agreement
The purpose of this User Agreement (hereinafter “the Agreement”) is to set forth the conditions for providing the services (hereinafter “the Services”) and the rights and obligations between Bugaboo Japan K.K. (hereinafter “the Company”) and the User (Party stipulated by Clause 1, Paragraph 1 of the Agreement. Hereinafter the same.) in respect of the “Bugaboo Japan Official Online Shop” (hereinafter “the Site”. If the title or the content of the Site is altered, regardless of the reason, this shall include the altered Site).
The User must read and accept the Agreement before utilising the Services.
Chapter 1 GENERAL RULES
Clause 1 (Application)
1 The purpose of the Agreement is to set forth the rights and obligations between the Company and the party using the Services (hereinafter the “User”) in respect of the use of the Services and the conditions for the provision of the Services. The Agreement shall have application over all relationships between the User and the Company that pertain to the use of the Services.
2 Where a stipulation of the Agreement differs from an explanation etc. of the Services given other than in the Agreement, the application of the stipulation of the Agreement shall prevail.
3 Where any or all of the Agreement is altered pursuant to Clause 18 of the Agreement, the altered Agreement shall apply only to those agreements that are entered into following such alteration.
4 The User shall use the Services in accordance with the Agreement, and in accordance with all other applicable laws and regulations, rules and directives.
Chapter 2 ACCOUNTS
Clause 2 (Account Registration)
1 A User may create an account for the purpose of using the Services.
2 The Company may deny the account registration of a User wishing to create an account (hereinafter “Account Applicant”) in the event of any of the following, and shall not assume any duty of disclosure in respect of the reasons thereof.
(1) Where any or all of the registration matters submitted to the Company by the Account Applicant are found to contain falsehoods, inaccuracies or omissions
(2) Where the Account Applicant is a minor (mi-seinen-sha), an adult ward (seinen-hi-kouken-nin), a person under curatorship (hi-hosa-nin) or a person under assistance (hi-hojyo-nin), and for whom approval or the like has not been obtained from the User’s legal representative (houtei-dairi-nin), adult guardian (kouken-nin), curator (hosa-nin) or assistant (hojyo-nin)
(3) Where the Company deems that the Account Applicant constitutes an Anti-Social Force, etc. (organised crime group, organised crime group member or other similar entity or member), or has had interaction or involvement with the Anti-Social Force, etc. involving cooperating or associating with the maintenance, operation or management of the Anti-Social Force, etc. through the provision of funds or other means
(4) Where the Company deems that the Account Applicant is a party that has previously been in breach of an agreement with the Company, or is a related party thereto
(5) Where the registration deletion measures prescribed by Paragraph 3 of this Clause have been implemented against the Account Applicant
(6) Where the Account Applicant has made application while masquerading as another person
(7) Where the Company deems such registration as inappropriate for other reasons
3 The Company may cancel the registration of any User having a registered account (hereinafter a “Registered User”) in the event of any of the following, and without prior notice or demand.
(1) Where the User is in breach of any of the provisions of the Agreement
(2) Where the Registered User has suspended its payments or is unable to make its payments, or has filed for the commencement of bankruptcy proceedings, or the commencement of civil rehabilitation, corporate reorganisation, special liquidation or similar proceedings
(3) Where the Registered User falls under Clause 2, Paragraph 2 of the Agreement
(4) Other reasons why the Company deems that it is inappropriate for the User to continue to use the Services or continue to be registered as a Registered User
4 A Registered User may cancel an account registration by providing notification to the Company using the method prescribed by the Company. If the Registered User cancelling an account registration owes a debt to the Company, the Registered User shall forfeit the benefit of time in respect of all owed debts, and must immediately discharge all debts owing to the Company.
Clause 3 (Alterations to Account Registration Matters)
The Registered User shall use the method prescribed on the website of the Company to provide prompt notification to the Company of any alterations to matters of registration.
Clause 4 (Password and e-mail Address Management)
1 A Registered User shall manage and store the password and e-mail address related to the Services (hereinafter collectively referred to as “Login Information”) appropriately and at their own responsibility, and shall be prohibited from allowing a third party to use, lending, transferring, changing the name, selling or occurrence of other related matters to the Login Information. 2 The Company shall bear no responsibility whatsoever for any damage, loss or disadvantage or the like arising from the inadequate management or misuse of the Login Information by the Registered User or the use of the Registered User’s Login Information by a third party or occurrence of other related matters, however, that this is not due to the wilful or gross negligence of the Company, or of a representative or an employee thereof.
CHAPTER 3 PRODUCT PURCHASE Clause 5 (Product Order) A User may issue a purchase request for a product to the Company (hereinafter referred to as an “Order”) using the Services. Provided however, where the User is a minor, such Order must be made with the approval of a legal representative. Clause 6 (Product Purchase)
1 When the Company receives an Order from a User of a product, an approval notification will be displayed to the ordering party via the web page (hereinafter the “Order Acceptance Completion Page”).
2 Once an Order Acceptance Completion Page has been displayed on the web page as prescribed by the preceding paragraph, a sales agreement (hereinafter the “Sales Agreement”) pertaining to such product shall be deemed to have been executed between the User and the Company. Provided however, where it becomes clear following the display of the Order Acceptance Completion Page that there is a shortfall in the number of products in stock and the sales agreement pertaining to the product cannot be fulfilled by the supplier, or that the ordered amount for a certain period exceeds the maximum amount set forth under the Company’s internal rule or occurrence of other related matters, the Company may, by providing notification to the User within three (3) days (provided however, this shall exclude weekends and public holidays) of the Order Acceptance Completion Page having been displayed to the User, make the Sales Agreement retroactively dissolved. The responsibility for any and all damage, loss or disadvantage or the like incurred by the User as a result of the non-execution of the Sales Agreement shall lie with the User, and the Company shall bear no responsibility whatsoever for such damage, etc. provided, however, that it is not attributable to the wilful or gross negligence of the Company, or to a representative or an employee thereof.
3 The Company may terminate the Sales Agreement immediately without notice if the registered information of the User has been deemed by the Company to contain falsehoods or if, as a result of an examination of the important elements pertaining to the discharge of the Sales Agreement, the discharge of the Sales Agreement has been deemed by the Company inappropriate. The Company shall bear no responsibility whatsoever for any damage, loss or disadvantage or the like incurred by the User as a result thereof.
Clause 7 (Product Delivery)
1 The Company shall undertake utmost care in the receipt and discharge of product Orders.
2 The delivery location for a product shall be the address that has been registered with the Company by the User (hereinafter the “Delivery Location”). Product delivery shall occur within Japan only. The Company may immediately terminate the Sales Agreement for which the indicated Delivery Location is outside Japan without notice, and shall bear no responsibility whatsoever for any damage, loss or disadvantage or the like incurred by the User in relation to such termination.
3 Unless otherwise specially agreed for the delivery period or the Company notifies User of the expected delivery date pursuant to the following paragraph, the Company shall complete the delivery of a product within, at the latest, fourteen (14) days from the execution of the Sales Agreement.
4 Where the dispatch of a product is delayed, or all or some of a product cannot be dispatched, the Company shall notify User thereof within fourteen (14) days from the execution of the Sales Agreement. In the event the dispatch is delayed, Company shall set forth the expected delivery date in such notification and deliver such product to the User by such date. Where a product cannot be delivered, the Company shall make effort to ensure a compatible or higher quality product (hereinafter “Replacement Product”) can be provided to the User.
5 If notice is made as per the preceding paragraph for not being able to dispatch a product, a User may decline the offer of the Company to provide a Replacement Product and, instead, may terminate the Sales Agreement without burden of cost. Where a User has terminated the Sales Agreement, the Company shall remit the Purchase Price (defined below) received from the User (if any) without delay, and by a method separately established by the Company.
6 Product delivery shall be regarded as having been completed when a product has been received at the Delivery Location by the User, or by any person who the Company determines to have authority to receive the product such as an agent of the User, or an employee or any other worker or a person living together with the User (“Product Receipt”).
7 The ownership of a product shall transfer from the Company to the User when the User has completed the payment of all debts owing on the product to the Company. In addition, unless otherwise expressly agreed, the burden of risk in respect of the product shall be borne by the Company until the time of Product Receipt.
8 The Company shall provide notification of the following information in writing or by a method that is able to be easily ascertained by the User by the delivery of the product at the latest.
(1) The location of the business office of the Company where inquiries regarding the Services etc. can be made by the User
(2) A clear explanation of the method and conditions for a User to exercise the right to return a product, and of the circumstances where the User does not possess the right to return a product
(3) Information pertaining to product warranty and after service
(4) Product prices (including tax) and costs associated delivery, along with methods for payment, dispatch and discharge
(5) Where a User has the right to return a product, the format for exercising this right
Clause 8 (Product Price)
1 The product price displayed on the product order page shall be tax-inclusive. Notably, the consumption tax included in the price shall be separately displayed.
2 All costs associated with the Order placed by a User (including delivery costs and handling charges) shall be clearly indicated prior to the Sales Agreement being entered into, and shall be able to be ascertained from the product order page.
Clause 9 (Payment Amount and Payment Method)
1 The payment amount for a product purchased using the Services shall be purchase price of product that includes both consumption tax and delivery charges (hereinafter the “Purchase Price”).
2 Payments of Purchase Price shall only be made through credit card held in the name of the User. Upon receipt of an Order from a User, the Company shall carry out an advance authorisation check of the User’s credit card for the purpose of confirming whether or not sufficient funds for paying the Purchase Price in full are held in the account. Where the Company deems, as a result of this authorisation check, that the User does not possess the capacity to make the payments related to the Order, the Company may terminate the Sales Agreement.
3 The Purchase Price shall be subject to payment when the Sales Agreement has been executed. Provided however, for credit card payment conditions such as the billing dates, it shall be in accordance with conditions that have been separately agreed between the User and the credit card company. Notably, any and all disputes between the User and the credit card company in relation to the utilisation of the credit card shall be resolved between the User and the credit card company at their own responsibility.
4 Where a User discovers that the payment information submitted or registered with the Company is inaccurate, the User shall be obligated to report any such inaccuracies to the Company without delay.
Clause 10 (Product Return, etc.)
1 A User cannot return a product or cancel the Sales Agreement at their convenience (that is to say, a User cannot withdraw his/her offer for a Sales Agreement or terminate the Sales Agreement).
2 The Company will allow the return of a product only in the cases prescribed hereinbelow.
(1) Where defects or flaws (hereinafter “Defects, etc.”) are found in the product itself (excludes delivery boxes or packaging).
(2) Where the returned product is unused with labels attached, and there is original box and packaging.
(3) Where a notification prescribed by the following paragraph has been made.
3 Where a User desires the product return described in the preceding paragraph, the User must provide notification to the Company of their desire to return a product within seven (7) days of the Product Receipt. In addition, the User shall implement product return procedures in accordance with procedures separately established by the Company. Notably, all postage associated with product return shall be borne by the Company.
4 Where a User identifies a shortfall in the quantity of products purchased from the Company, the User may request the Company to replenish this shortfall.
5 Where a User desires the replenishment described in the preceding paragraph, the User must provide notification to that effect within forty-eight (48) hours of Product Receipt. In the absence of such notification, the Company will not replenish any shortfall.
Clause 11 (Warranty)
1 The Company will provide the warranty service prescribed herein below for all Product Manufacturing Defects as stipulated in paragraph 2 of this clause, and all failure, damage, defects or flaws in the Components, etc. as stipulated by the paragraph 3 of this clause, for a period of twenty-four (24) months after the execution of the Sales Agreement (hereinafter the “Warranty Period”).
(1) A replacement repair set comprising all necessary things for the User to replace the parts or a replacement parts (hereinafter collectively the “Warranty Parts”) shall be shipped to the User without charge. Requests for such shipping must be made in accordance with procedures separately established by the Company.
(2) In principle, the Warranty Parts shall be the same type of part. Provided however, where the Company has discontinued the sale of a particular product model, colour, fabric or accessories and, in such instances, a similar part will be shipped to the User even though it is within the Warranty Period.
2 The “Product Manufacturing Defects” of this clause refer to the following.
(1) Manufacturing flaws or defects in the product body, frame and wheels
(2) Manufacturing flaws or defects in product adaptors (frame and car seat adaptors)
3 The “Components, etc.” of this clause refer to the product components prescribed herein below.
(2) Harness components
(3) Cover seams
(5) Colour fastness
4 Notwithstanding Paragraph 1 of this clause, the Company will not provide the warranty service for any of the items prescribed herein below.
(1) Wear, tear or scratching of the product attributable to natural deterioration.
(2) Rust, corrosion or wear and tear of the product caused by high humidity, salt adhesion, sand, ice or snow etc.
(3) Product malfunction, failure or damage caused by incorrect assembly or the use of third party parts incompatible with the Bugaboo international b.v. parts.
(4) Product malfunction, failure or damage as a result of inadequate care.
(5) Damage or scratching of the handle bar grip section or fabric of the product as a result of normal everyday use.
(6) Flat tire of Product.
(7) Product malfunction, failure or damage attributable to User carelessness, accident, or a failure to use the product in accordance with the matters described in the enclosed User guide.
(8) Product malfunction, failure or damage arising as a result of improper repair or inappropriate product disassembly by a third party not certified by Bugaboo international b.v.
(9) For product failure or damage occurring during air transportation or during transportation of other means, a careful inspection of the product is to be carried out upon receipt of the product delivered by air or some other means. Where such failure or damage is discovered, a written indication to that effect should be immediately sent to the carrier.
(10) For the convenience of a User such as dissatisfied with the size, weight, function, colour or design of a product.
(11) Damage or loss of the product serial number.
5 Following the conclusion of the Warranty Period, the User may purchase Warranty Parts from the Company with contribution.
6 In the event parts are replaced pursuant to the warranty service set forth in paragraph 1 of this clause, no additional Warranty Period shall apply from such replacement.
Clause 12 (Disclaimers, etc.)
1 Unless otherwise stated in the Agreement, the Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like suffered by a User in association with the provision of the Services or the cancellation of an account registration etc., a Defects, etc. of product. Provided however, this shall not apply when such damage, loss or disadvantage or the like is attributable to the wilful or gross negligence of the Company or a representative or employee of the Company.
2 The Company disclaims any warranty that the product materials and colours etc. are accurately represented in the images and so on displayed on the Site.
3 The Company disclaims any warranty in respect of the administration of the Site or the content or information etc. published on the Site (including links etc. to other Sites).
4 The Company disclaims any warranty that the Site, along with e-mails sent from the Site server or from the Company, does not contain a virus or other harmful element.
5 The Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like suffered by a User as a result of errors in information input by the User.
6 The Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like suffered by a User as a result of obvious errors or mistakes on the Site provided, however, that such damage, loss or disadvantage or the like is not attributable to the wilful or gross negligence of the Company or a representative or employee of the Company.
7 The Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like suffered by a User, either directly or indirectly, when utilisation of the Site is temporarily stopped, suspended or altered in the event of a natural disaster or other disaster (including earthquake or war), when an appropriate service cannot be received from a telephone company, transportation company or provider with which the Company has an agreement, when a circumstance in which it becomes very difficult or impossible to technically cope with, or in any circumstance for which the cause is attributable to a force majeure event.
CHAPTER 4 UTILISATION OF SERVICES
Clause 13 (Prohibited Matters)
In the utilisation of the Services, a User is prohibited from engaging in conduct that falls under any of the following items or is deemed by the Company as falling under any of the following items.
(1) Conduct in violation of the law, or conduct associated with criminal behaviour
(2) Fraudulent or threatening conduct against the Company, another User of the Services, or other third party
(3) Conduct that is contrary to public order and standards of decency
(4) Conduct that infringes the intellectual property rights, portrait rights, right to privacy, honour, or other rights or benefits of the Company, another User of the Services, or other third party
(5) Utilisation of the Services for the purpose of reselling the product
(6) Conduct which places an excessive burden on the Services network or system etc.
(7) Conduct for which there is fear of obstruction to the administration of the Services
(8) Conduct involving unauthorized access or attempts thereof to the network or system, etc. of the Company
(9) Conduct involving impersonation of a third party
(10) Conduct involving the utilisation of the Login Information of another User of the Services
(11) Information gathering about the Company or another User of the Services
(12) Supplying of profits to Anti-Social Force, etc.
(13) Conduct which directly or indirectly promotes or could easily result in the conduct of any one of the preceding items
(14) In addition, conduct which the Company deems as inappropriate
Clause 14 (Stoppage, etc. of Services)
1 The Company may stop or suspend the provision of any or all of the Services without prior notification to a User in the event of any one of the following.
(1) Where a Services-related computer system inspection or maintenance operation is to be urgently implemented
(2) Where the computer or communication lines etc. have been suspended as a result of an accident
(3) Where the Services cannot be implemented as a result of a force majeure event such as an earthquake, lightning, fire, storm and flood damage, power outage or natural disaster
(4) In addition, where stoppage or suspension is deemed necessary by the Company
2 The Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like to a User arising from the measures implemented by the Company pursuant to this clause.
Clause 15 (Intellectual Property Rights)
1 All intellectual property rights pertaining to the Company’s website and the Services shall be owned by the Company, Bugaboo international b.v., or party granting license to these parties, and consent to use the Services pursuant to the Agreement shall not mean the license to use the intellectual property rights pertaining to such website or the Services owned by the Company, Bugaboo international b.v. or party granting license to these parties.
2 Excluding where it is otherwise permitted by law (with citations, etc.), the particulars pertaining to the Company’s website and the Services cannot be copied, distributed or used for any other purpose without the prior written consent of the Company. Provided however, this shall not apply where this has been otherwise specially stipulated for in the Company’s website or the Services.
3 Where a dispute with a third party arises as a result of a breach of this Clause, the User shall resolve such disputes at their own responsibility and expense while avoiding any damage, loss or disadvantage or the like to the Company.
CHAPTER 5 OTHER
Clause 16 (Alteration, Termination of the Contents of the Services)
1 The Company may, at its convenience, alter the contents of the Services or terminate the provision thereof. Where the Company intends to terminate the provision of the Services, it shall provide prior notification thereof to the Registered User.
2 The Company shall assume no responsibility whatsoever for any damage, loss or disadvantage or the like suffered by a User as a result of measures implemented by the Company pursuant to the preceding paragraph.
Clause 17 (Methods of Inquiry, etc.)
1 The Company shall provide a clearly publicised inquiry desk, and shall deal with all inquiries regarding the Services etc. in accordance with the procedures of such inquiry desk.
2 User who has discovered Defects, etc. in the implementation of the Sales Agreement must notify the Company without delay, in full and with clear descriptions.
3 Responses to inquiries made to the Company shall be provided within fourteen (14) days of the receipt thereof. For an inquiry pertaining to a matter for which the response will take time, the Company shall communicate an acknowledgement of their receipt of the inquiry, along with an indication of the time frame in which the User can expect to receive a more detailed response, within fourteen (14) days of the receipt thereof.
4 Product-related inquiries may be submitted via the Company website.
5 A User must allow the Company a period for resolution by consultation of at least four (4) weeks following the receipt of their inquiry by the Company.
Clause 18 (Alterations to the Agreement, etc.)
The Company may alter the Agreement without the prior consent of the User. Where the Company has altered the Agreement it shall provide notification of the altered content to a Registered User. If the Registered User, after such notification, has utilised the Services or has failed to undertake procedures for cancelling registration within the time period prescribed by the Company, the Registered User shall be deemed to have agreed to the altered Agreement.
Clause 19 (Communications and Notifications)
1 The communications and notifications issued to a User by the Company shall mainly be executed electronically, and the communications and notifications executed by the Company in relation to the termination of the Sales Agreement and the discharge of the Services or Sales Agreement shall normally be executed by e-mail. Where an e-mail cannot be sent as a result of an e-mail address error or the like, the associated communications or notifications will be issued to the User in writing.
2 Where the Company cannot communicate with the User or cannot provide the notifications stipulated by the Agreement (including, but not limited to the notification of an intention to terminate the Sales Agreement or the notification stipulated by paragraph 2 of Clause 6 of the Agreement) to the User because of an error in the registered address of the User or the like, the User consents that these notifications or communications shall be deemed to have been sent and to have reached the User.
3 Unless otherwise separately stated, all communications and notifications from a User to the Company shall be executed by e-mail.
Clause 20 (Assignment, etc. of Contractual Status)
1 A User cannot assign, transfer, collateralise or otherwise dispose of either the contractual status or its rights and obligations pursuant to the Agreement to a third party without the prior written consent of the Company.
2 Where business pertaining to the Services have been assigned to another company, the Company may, with the assignment of such business, assign the contractual status, its rights and obligations pursuant to the Agreement, as well as User registration matters and other information pertaining to the User to the assignee to whom the business have been assigned. The User shall, by this clause, be regarded as having agreed in advance of such assignment. The assignment of business prescribed by this clause shall include not only the assignment of normal business, but also all other instances of company split and the transfer of business.
Clause 21 (External Outsourcing)
The Company may externally outsource all tasks such as preparation and supply of Services and dispatch of the product, as well as settlement of Purchase Price and website maintenance as necessary, and the User shall be deemed to have agreed thereto.
Clause 22 (Severability)
1 Even where a portion of the Agreement is held invalid or unenforceable pursuant to the Consumer Contract Act and other laws and regulations etc., the remaining provisions, excluding the invalid or unenforceable part of the Agreement, shall remain valid.
2 Even if a portion of the Agreement is revoked or held invalid or unenforceable pursuant to the Consumer Contract Act and other laws and regulations etc. between certain Users, the Agreement shall be valid in the relationship with other Users.
Clause 23 (Governing Law and Court of Jurisdiction)
1 The Agreement shall be governed by and construed in accordance with the laws of Japan. Notably, it is agreed that even in the event sale of goods arises from the Services, application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
2 Tokyo District Court shall serve as the court of exclusive jurisdiction in the first instance in respect of all disputes arising from or related to the Agreement.