Effective as of January 2, 2025
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| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | Yes |
| Transaction Minimum | EUR 0.01 Per Transaction |
| Transaction Maximum | N/A |
| Specific Prohibited Goods and Services | None othat than those prohibited goods and services listed in Appendix 1 |
| Payment Type | Prepaid Voucher |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Transaction Minimum | EUR 0.01 Per Transaction |
| Transaction Maximum | Varied by country |
| Specific Prohibited Goods and Serices | In addition to any prohibited goods or services listed in Appendix 1: Anonymization services; Weapons, accessories or similar; Tobacco products; Gaming bots; X-rated services and products; unlicensed financial products and services |
| Country | Currency | Single and multiple PINs Transaction limits |
| Argentina | ARS | 4,000 |
| Austria, Spain | EUR | 50 |
| Australia | AUD | 200 |
| Belgium, Cyprus, Finland, France, Ireland, Italy, Latvia, Lithuania, | EUR | 250 |
| Luxembourg, Malta, Netherlands, Slovakia, Slovenia | EUR | 250 |
| Brazil | BRL | 2,000 |
| Bulgaria | BGN | 90 |
| Canada | CAD | 400 |
| Croatia | HRK | 2,000 |
| Czech Republic | CZK | 6,000 |
| Denmark | DKK | 2,000 |
| Georgia | GEL | 350 |
| Germany* | EUR | 100 |
| Gibraltar, United Kingdom | GBP | 200 |
| Greece | EUR | N/A - my paysafecard mandatory |
| Hungary | HUF | 100,000 |
| Kuwait | KWD | 120 |
| Liechtenstein | CHF | 300 |
| Mexico | MXN | 5,000 |
| New Zeland | NZD | 500 |
| Norway | NOK | 2,500 |
| Peru | PEN | 1,000 |
| Poland | PLN | 1,000 |
| Portugal | EUR | N/A - my paysafecard mandatory |
| Romania | RON | 1,000 |
| Saudi Arabia | SAR | 1,000 |
| Sweden | SEK | 2,500 |
| Switzerland | CHF | 300 |
| Turkey | TRY | 800 |
| United Arab Emirates | AED | 1,500 |
| United States | USD | 300 |
| Uruguay | UYU | 10,000 |
| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | No |
| Missing Fund Risk | Yes |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | EUR 0.01 Per Transaction |
| Transaction Maximum | EUR 999,999.99 Per Transaction |
| Specific Prohibited Goods and Services | In addition to those prohibited goods and services listed in Appendix 1: Activities which could be punishable as endangerment of minors, pedophilia, pornography, for infringement of works protected by intellectual property rights and means of payment, the non-compliance with the protection of personal data, with systems automated data processing, acts of money laundering, non-compliance relating to gambling and betting, horse racing, lotteries and provisions relating to conditions of exercise of regulated professions |
| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | No (once the money is settled in the Merchant account) |
| Missing Funds Risk | Yes |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | Subject to conditions imposed by the Customers bank (usually EUR 0.01 per Transaction) |
| Transaction Maximum | Subject to conditions imposed by the Customers bank |
| Specific Prohibited Goods and Services | In addition to those prohibited goods and services listed in Appendix 1: Money remittance where the Merchant does not hold a valid bank license in accordance with local requirements from applicable authorities; Shell banks as defined under FATF recommendations; asset-holding vehicles like trusts, foundations (apart from charity foundations), private wealth management structures; Adult entertainment (businesses where revenue is gained in part or whole from explicitly sexual material, including, but not limited to content (images and other media)) and escort services; Marijuana dispensaries and related businesses; Pseudo-pharmaceuticals; Illegal drugs and drugs paraphernalia; Weapons and munition (ammo, equipment, explosives) except for sports, antiques or collectors items; Pyramid selling, Ponzi schemes or other get rich quick schemes; Fortune tellers, mediums and other services speculating around supernatural phenomena; Distributing of items protected by copyright law (licensed software, file sharing, music, etc.) without a valid license/authorisation in place in the form of an IPR statement; Computer (including remote) tech support/performance optimisation/virus removal solutions (sellers/authorised resellers of downloadable and installable antivirus software fall outside of scope of this prohibition); Nazi and fascist memorabilia and militaria (both replicas and original artefacts) excluding auction houses (as it is assumed that those are acting clearly for needs of collectors), and marketplaces (as it is assumed that those have relevant policies and content controls in place) |
| Payment Type | Cash payment, convenience stores (Konbini), Pay-easy (ATM), online banking |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Refund Possibility | N/A |
| Transaction Minimum | JPY 1.00 |
| Transaction Maximum | JPY 100,000 (PayEasy (ATM)), JPY 1,000,000 (PayEasy online banking), JPY 300,000 (Konbini) |
| Specific Prohibited Goods and Services | Pursuant to section 9 of the Terms of Use of ECON Services and in addition to any prohibited goods and services listed in Appendix 1: products or services which are conveying an image or message or any content that may be publicly indecent or offensive, or violating constitutional principles, endangering State security, disclosing State secrets, subverting the State power, splitting the country; harming the honor and interests of the State; provoking ethnic hatred or discrimination, undermining the unity of the ethnic groups, violating the State religious policies, advocating cult and superstition, spreading rumors, disturbing social orders, undermining social stability, engaging in pornography, obscenity, gamble, violence, murder, terrorism, subornation and other illegal activities, money laundering, arbitrage, pyramid selling, insulting or libeling others, infringing others' legal rights; deceptive and misleading activities, any other activities against the law. “State" means Japan, the UK and any other country where the Merchant conducts its business using the Konbini and PayEasy payment methods |
The Merchant must comply with the terms of use of the local payment methods’ provided incorporated herein as Appendix 2 – Terms of Use of Econ Services.
| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | Yes |
| Transaction Minimum | PLN, EUR 0.01 per Transaction |
| Transaction Maximum | PLN 55,000/ EUR equivalent at time of transaction |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1 |
1. Przelewy24 is a bank transfer Payment Method where the Merchant receives a real time confirmation of the Transaction. Every Transaction is associated with a unique transaction number and other details (the “Transaction Details“) in order to facilitate enquiries or potential complaints. The Merchant shall and if save the Transaction Details in a secure manner.
2. Merchant shall submit any Consumer complaints pertaining to incorrectly executed Transactions directly Shift4, who will thereafter forward the matter to Pzrelewy24 Payment Scheme for investigation.
3. In relation to such complaints, Merchant is obliged to ensure the following details are collected from the Customer:
Notwithstanding the foregoing, any complaints pertaining to Transactions made 90 or more days prior to such complaint may be refused for review by the Przelewy24 Payment Scheme.
4. The Merchant is not permitted to offer Przelewy 24 to Merchants operating in the following countries: Algeria, Angola, Benin, Bolivia, Cape Verde, Cayman Islands, China, Cote, d'Ivoire, Kenya, Kyrgyzstan, Laos, Liberia, Mongolia, Mozambique, Nigeria, Paraguay, Sierra Leone, Tajikistan, Tanzania, Thailand, Vietnam.
5. The Merchant is not permitted to offer Przelewy 24 to Merchants operating within the following prohibited verticals (by Merchant Category Code (MCC)):
6532 Payment Transaction - Customer Financial Institution
6533 Payment Transaction - Merchant
6536 Money Send Intercountry
6538 Money Send Funding
6540 POI FUNDINGTRANSACTIONS EXCLUDING MASTERCARD MONEYSEND
7012 TIMESHARES
other Dropshipping model merchants
6. Przelewy24 retains the discretion to reject Merchants operating within the following high risk verticals (by Merchant Category Code (MCC)):
4829 MONEY TRANSFER
5963 DOOR-TO-DOOR SALES
7277 DEBT; MARRIAGE; PERSONAL-COUNSELING SERVICE
7801 Non Face to face Gambling Internet Gambling
7802 Government Licensed Horse / Dog Racing
9211 COURT COSTS INCLUDING ALIMONY AND CHILD SUPPORT
9223 BAIL AND BOND PAYMENTS
4899 CABLE; SATELLITE; OTHER PAY TELEVISION; RADIO SVCS
5669 DIRECT MARKETING - OTHER
6051 QUASI CASH-MERCHANT
6211 SECURITIES-BROKERS/DEALERS
7273 DATING AND ESCORT SERVICES
7278 BUYING/SHOPPING CLUBS; SERVICES
7995 GAMBLING TRANSACTIONS
8651 ORGANIZATIONS; POLITICAL
8661 ORGANIZATIONS; RELIGIOUS
9222 FINES
6399 INSURANCE SALES;UNDERWRITING;AND PREMIUMS
other any MLM model merchants
| Payment Type | Debit Card |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | EUR 0.01 Per Transaction |
| Transaction Maximum | N/A |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1 |
| Payment Type | Real-time Transfer |
| Chargeback Risk | Yes |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | PLN 0.01 Per Transaction |
| Transaction Maximum | PLN 50,000 Per Transaction (most issuers have a limit of PLN 10,000 Per Tranasaction) |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1 |
| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | Yes |
| Refund Possibility | Yes |
| Transaction Minimum | EUR 1.00 Per Transaction |
| Transaction Maximum | N/A |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1 |
| Payment Type | Multibanco: Real-time Bank Transfer and ATM, MB WAY: Wallet |
| Chargeback Risk | Multibanco: Yes, MB WAY: Yes |
| Missing Funds Risk | Multibanco: No, MB WAY: No |
| Payment Guarantee | Multibanco: No, MB WAY: No |
| Refund Possibility | Multibanco: Yes, MB WAY: Yes |
| Transaction Minimum | Multibanco: No limit, MB WAY: EUR 1 |
| Transaction Maximum | Multibanco: EUR 99,999, MB WAY: EUR 5,000 |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1 |
| Payment Type | Wallet |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | N/A |
| Transaction Maximum | RMB 50,000.00/Transaction for Transactions made by linked Card; RMB 300,000.00/Transaction for Transactions made by Wallet; RMB 300,000.00/day |
| Specific Prohibited Goods and Services | See Specific Terms |
| Payment Type | Wallet |
| Chargeback Risk | No |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Refund Possibility | Yes |
| Transaction Minimum | RMB/CNY 0.01 per Transaction |
| Transaction Maximum | CNY 10,000 to 50,000 per transaction or per day if the funds go from a bank card. Some banks may allow higher limits. CNY 50,000 (or equivalent) per transaction per day if the funds go from wallet balance. |
| Specific Prohibited Goods and Services | See Specific Terms |
In all other cases, the Merchant shall respond to any inquiries and, if requested, send a copy of the original receipt by email to Shift4 within one (1) working days.
| Payment Type | Real-time Bank Transfer |
| Chargeback Risk | Yes |
| Missing Funds Risk | No |
| Payment Guarantee | No |
| Transaction Maximum | No limit, depending on issuing bank agreement on the max limit amount with the customer |
| Specific Prohibited Goods and Services | None other than those prohibited goods and services listed in Appendix 1. Location limited to PSPs established and licensed in the EEA. |
| Payment Type | Bank transfer |
| Chargeback Risk | Yes |
| Missing Funds Risk | Yes |
| Payment Guarantee | Yes |
| Refund Possibility | Yes |
| Transaction Minimum | 0.01 EURO |
| Transaction Maximum | 100,000 EUR (bank dependent) |
| Specific Prohibited Goods and Services | See Specific Terms |
| Country List | PSPs: Limited to PSPs established and regulated in countries of the EEA. | Merchants: Limited to Merchants established and regulated in countries of the EEA. |
| Brand Rules | To be provided by account manager |
| Other Applicable Restrictions | As of the date of issuance of this document, there are certain restrictions to the marketing of Bizum related services, and the number of potential merchants to receive the services. |
1. In addition to any other limitations set in the LPM T&C’s or Appendix 1 herein, the following are restricted or prohibited with regards to Bizum transactions:
A. Prohibited: Any goods or services which might:
a. Incite or promote violence or discrimination of any cause;
b. Infringe upon children' s rights or harm or hinder the normal development of the upbringing of a minor;
c. Be related to gambling activities;
d. Be related to explicit sexual nature or content;
e. Harm the reputation of Bizum, Shift4, [AG32] or related parties involved in the provision of the Bizum services.
B. Prohibited for Transactions executed remotely (e.g. online):
a. Tarot, clairvoyance, esotericism, or related services.
b. Adult content, including but not limited to, erotic style phone services, pornography, and related.
c. Hostess clubs and establishments in which unclothed or topless dancing and similar shows are regularly performed.
d. Social networking.
e. Time-sharing.
f. Transacting over digital assets such as crypto and Non-Fungible Token (NFT) digital assets.
g. Cash withdrawals.
h. Express loans.
i. Debt collection.
j. Debt reimbursement.
k. Websites or portals that compare credits or other financial products, as well as the provision of legal advice or procedures before a public authority, which have a recurring payment service or non-secure operation.
l. Payment facilitators.
m. Market places.
n. Companies with pyramid structure.
o. Bypassing anti-piracy measures (video game consoles).
p. Bypassing security measures for lost or stolen cell phones and tablets.
q. Cloud hosting services (cyberlockers).
r. Subscriptions to journals, newspapers, and similar.
s. Gambling, including but not limited to, sport betting.
t. Auctions
u. Lotteries and games of chance (unless duly registered before the relevant organization).
v. Tobacco, liquids for electronic cigarettes.
w. Seeds, flowers, buds, stones, pollen, ayahuasca, ancestral plants, ingested drops, LSD that have to do with CBD products (see detail in section C).
x. Mushrooms, hallucinogenic substances, etc.
y. Pipes, grinders, bongs, papers, mouthpieces, and different objects used directly for the consumption of cannabis.
z. SARMs, stores related to the sale of hormones, steroids and substances related to growth hormones (this activity is not regulated by the government).
aa. Medications requiring a doctor's prescription.
bb. Firearms and replicas (modifiable or not), including improved slingshots.
cc. Bladed weapons and replicas whose blade exceeds 11 cm.
dd. Counterfeits and articles that infringe intellectual property.
ee. Services of recommendations, advice or any kind of training for virtual casino games, betting and sports predictions.
ff. Money remittance services
gg. Reload / Sale of Prepaid Card at payment service providers
hh. Sale of cannabis-derived products (CBD) with a THC content higher than 0.2% or that are manufactured and sold outside the EU.
ii. Sale of products derived from cannabis (CBD) with a THC content lower than 0.2% but which are not registered in the CPNP. In general, any product or service prohibited by current legislation.
jj. Live animals.
C. Prohibited for all Merchants:
a. Street vending unless it complies with the Applicable Law.
b. Erotic phones and pornography (Internet sales with digital audio-visual content.
c. Adult content). Erotic audio-visual content of which there are doubts about its vulnerability of human rights.
d. Nightclubs.
e. Social networking sites
f. Debt collection
g. Timesharing.
h. Cash withdrawals.
i. Pyramid-structured companies
j. Counterfeit and copyright infringing goods.
k. Firearms and replicas (modifiable or not), including improved slingshots.
l. Bladed weapons and replicas with blades longer than 11 cm.
m. Cloud hosting services (cyberlockers).
n. Subscriptions to periodicals.
o. Money remittance services
p. Reloading / Prepaid card sales at payment service providers.
q. Seeds, flowers, buds, stones, pollen, ayahuasca, ancestral plants, drops, ingested
r. LSD products that might be related to products containing CBD.
s. Meteorite related goods.
2. Any liabilities or fines imposed on the Merchant as a result of non-compliance with this section, will be the Merchant’s responsibility, and Merchant shall be liable to Shift4, Shift4 third party providers, or Bizum as relevant.
| Payment Type | Bank Transfer |
| Chargeback Risk | Yes |
| Missing Funds Risk | No (May apply to high risk industries - rules under review) |
| Payment Guarantee | Yes |
| Refund Possibility | Yes |
| Transaction Minimum | €0.01 |
| Transaction Maximum | €100,000 |
| Specific Prohibited Goods and Services | See Specific Terms |
| Country List | See Point 1 |
| Brand Rules | To be provided by account manager |
| Other Applicable Restrictions | See Specific Terms |
1. Geographical Scope and Eligibility
a. Outside of restricted countries in these LPM T&C’s and Appendix 1 herein, no other restriction applies on the location of a Merchant provided that such Merchant has and maintains the relevant license in their country of incorporation and activity.
2. Industry Restrictions and Merchant requirements.
a. The following merchant category codes are considered high-risk:
3. Prohibited Activities
a. Wero will not be provided for Merchants that:
i. Provide goods and/or services that are not legal in the Merchant's country of origin and/or the country where goods/services are shipped/provided
ii. Provide goods and/or services involving child pornography, non-consensual sexual behavior, bestiality, or non-consensual mutilation.
iii. Sale of prescription drugs or recreational drugs (unless expressly permitted by local legislation)
iv. Provide products/services restricted to underage persons without proper age verification
v. Provide, sell, or offer any goods or services that are illegal in:
1. The Merchant's country;
2. The country where goods/services are shipped/provided;
3. The country where the end-payer or consumer is based.
4. Merchant Contract Requirements
a. The Merchant agrees that it shall:
i. Comply with relevant with European and local laws and regulations;
ii. Comply with applicable EPI scheme rules and regulations, particularly regarding EPI mark usage, risk management, and transaction processing ;
iii. Acknowledge that Shift4 has the right to immediately terminate the provision of the service if instructed by EPI, even without a prior notice;
iv. (For non-EU Merchants) comply with European Law regulation including PSD2, GDPR, IFR, and applicable consumer protection regulation.
5. Website Requirements (E-Commerce)
a. The Merchant shall ensure that it’s websites include:
i. Registered business address;
ii. Data privacy policy;
iii. Customer service contact details (telephone or email); and
iv. Refund and cancellation policy (if restrictions apply).
6. EPI Brand and Certification Requirements
a. The Merchant shall ensure that the:
i. EPI Marks are present when Wero is offered, in legible manner per brand portals guidelines found here: https://epicompany.eu/press;
ii. Merchant must not:
1. Degrade, alter, or damage EPI Marks;
2. Assign rights to EPI Marks without written consent; and
3. Contest EPI's ownership of EPI Marks.
7. The EPI Company has adopted policies and procedures to monitor excessive levels of fraud or chargebacks that could negatively affect the EPI brand.
a. It monitors monthly dispute activity at individual Merchants and consists of the following stages:
i. Observation (30 chargebacks per month / % Chargeback-to-sales ratio of 0.3%)
ii. Risk (50 chargebacks per month / % Chargeback-to-sales ratio of 0.5%)
iii. Excess (100 chargebacks per month / % Chargeback-to-sales ratio of 1%)
b. At EPI discretion, Merchant may be notified, fined, or terminated by EPI in the event that one of the above stages is met.
8. Any liabilities or fines imposed on the Merchant as a result of non-compliance with this section, will be the Merchant’s responsibility, and Merchant shall be liable to Shift4, Shift4 third party providers, or EPI Company as relevant.
Merchants are not allowed to accept payments for goods or services:
i. that are not provided on the Merchant’s own account;
ii. that are not provided within the scope of the normal business operation of the Merchant as provided for in the Merchant Registration Form;
iii. that are prohibited as set out either below or within any respective Specific Terms of a Payment Method;
iv. Payment Methods are not permitted to be offered, used or otherwise made available for any of the following categories of business:
1. Illegal products and services, or products and services prohibited by applicable laws:
2. Regulated goods and services (including products and services falling under general regulations, jurisdictional- and/or age-restrictions):
3. Activities carrying or potentially carrying a negative environmental impact:
4. Specialized financial or legal products or services:
5. Miscellaneous
These terms of use of ECON Services (the "Terms of Use" or "TOU") provide general terms and conditions for and in connection with the use of the Konbini, Pay-easy payment methods (“ECON Services”) being provided by ECONTEXT, INC. ("ECON"). Unless otherwise explicitly exempted in writing by ECON, all users of the ECON Services (the "User"), including without limitation online merchants (the "Merchants") and the PSPs providing the ECON Services to such Merchants (the "PSP"), shall be bound by the TOU and the agreement entered with their respective provider of the ECON Services in connection with the use of the ECON Services (for the purpose of the TOU, such agreement shall be hereinafter referred to the "ECON Services Agreement"). The terms and conditions of the TOU shall be subject to change without prior notice.
1. Definitions
"Business Day" means any day (other than a Saturday, a Sunday or a public holiday in either Japan or UK), on which banking institutions are commonly open for the purpose of transacting business.
“Consumer" means any end consumer making payments in Japan for the purchases made on the Global Merchant's websites.
"ECON Services" means the Japan's local, case-based payment services such as payments made by Consumers (i) at convenience stores generally known as "Konbini" located throughout Japan (the "Konbini Payment"), and (ii) through the Consumer's bank accounts using ATM or internet banking locally known as "Pay-easy" that ECON provides to online merchants directly or indirectly through a layer of PSPs. For the avoidance of doubt, ECON Services include without limitation the transfer of the Settlement Amount.
"ECON Service Fee" means the fee deducted By ECON for its provision of the ECON Services.
"Global Merchant" means any globally located merchant engaged in the ecommerce business and having an interest to expand such ecommerce business in Japan by adding the Japan's local cash-based payment functions including Konbini Payment and Pay-easy to its existing payment methods.
"Payment Data" means a unique set of data generated for every ecommerce transaction initiated by any Consumer when making a purchase on the Global Merchant's website, and generally includes the name and/or identification code (or ID) of the Global PSP, Order ID, the Transaction Amount, the selected payment method and any other related information, if any, that are necessary to process payment for the relevant ecommerce transaction.
"Service Provider(s)" means the relevant providers of the cash-based payment services generally being convenience stores and banks located throughout Japan.
"Service Provider Fee(s)" means the fees paid to the Service Providers by ECON.
"Settlement Amount" means all remaining balance in the Transaction Amount eligible for transfer into Shift4's designated bank account(s) after deducting all applicable fees and any associated cost, if any, in each transfer cycle.
"Transaction Amount" means the total amount of any specific online payment transaction generally comprising purchase price, sales tax and any shipping and/or handling fees, as applicable, payable by a Consumer for the goods or services purchased on the relevant Global Merchant's website.
2. Agreement and Authorization
By entering into the ECON Services Agreement, the User shall:
(a) agree and/or authorize that ECON provides to the User the ECON Services that include the fund transfer service, whereby ECON would (i) receive the Transaction Amount less the Service Provider Fee from the Service Provider; and (ii) transfer the Settlement Amount after deducting the ECON Service Fee to the User;
(b) authorize all relevant Service Providers to receive the Transaction Amount as being paid by the Consumer, deduct any applicable fees including the Service Provider Fee, and transfer to ECON the remaining balance of the Transaction Amount;
(c) agree that the Merchant's right to demand payment from the Consumer for the purchase made in the relevant sale and purchase transaction shall cease immediately when the Service Provider receives the Transaction Amount together with any additional fee, as applicable, from the Consumer; and
(d) authorize ECON to act as an intermediary between the Merchant and the relevant Service Provider for and on behalf of the Merchant and/or the User whenever necessary to assist with the Merchant in, including without limitation, resolving payment related issues raised by the relevant Consumers and/or the Service Provider at the time when the payment is being made, within the limited scope of the ECON Services.
3. ECON Services
3.1 Payment Methods
Under the ECON Service Agreement, the following cash-based payment methods shall be available: (i) Konbini Payment
(ii) Pay-easy Payment
(iii) Net Bank Payment
The actual selection of the payment methods shall be defined in each respective ECON Services Agreement.
3.2 Fund Transfer
The Settlement Amount payable to the User shall be transferred from ECON to the User's designated bank account in the following manners:
(a) ECON receives from the relevant Service Provider the Transaction Amount less the Service Provider Fee and other applicable fees and taxes, if any; and
(b) ECON will then deduct the ECON Service Fee and other applicable fees and taxes, if any, from the amount received from the Service Provider to arrive at the Settlement Amount and transfer such Settlement Amount to the User in accordance with the ECON Service Agreement.
3.3 Suspension and Non-payment
The User acknowledges and agrees that the Service Provider will not pay or otherwise process transfer of the Settlement Amount for the Merchant, in any of the following events (the "Non-payment Events"):
• Merchant fails to follow through the sale transaction including delivery of purchased goods or services to Consumer.
• Consumer requests for, or dispute over, a refund for the goods or services purchased due to defect, error or other reasons and such request or dispute is not resolved within thirty (30) days of the date of such request or dispute.
• Merchant violates the ECON Service Agreement.
• Service Provider determines in its reasonable discretion that the Merchant disqualifies to use the ECON Services.
The User further acknowledges and agrees that the Service Provider may suspend payment of any portion of the Settlement Amount payable to the Merchant, or suspend or close the Merchant's account, if and when any of the following applies:
• Service Provider recurrently receives Consumer complaints for the same Merchant in accordance with the local commercial standards, guidelines of which will be available through ECON.
• The information the Merchant has provided to the Service Provider is found to be false and/or inaccurate.
• Merchant becomes subject to termination of the ECON Services for any of the reasons stated under the ECON Service Agreement or the TOU, including without limitation, violation of the provisions thereof.
Although the suspension or closure of such Merchant by the Service Provider is unpredictable, ECON shall at its best notify the relevant User of such action of suspension or closure as taken by the relevant Service Provider as soon as practicable and provide reasonable support to assist with such Merchant so long as such Merchant is not in violation of applicable agreements, the TOU and/or laws and regulations.
Neither ECON nor the Service Provider shall regulate or be involved in the refund policy between the Merchant and Consumer in any event whatsoever.
4. Merchant Screening
Any Merchant prior to using the ECON Services shall be screened by ECON on behalf of the relevant Service Providers for suitability as the ECON Services user as required by, and according to the guidelines set by, the relevant Service Providers (the "Merchant Screening").
ECON shall conduct the Merchant Screening immediately after receiving the request from the respective AGENT, the entire process of which will, provided, all information and/or documentation requested for the Merchant Screening purposes has been provided to ECON in an efficient and timely manner, generally take about three (3) weeks or longer, depending on the Service Provider's then current merchant screening process.
ECON shall not be responsible for the correction of the information and/or documentation required for the Merchant Screening process or for the result of such Merchant Screening, whether the intended Merchant will be qualified as the ECON Services user or not.
No Merchant, regardless of its qualification as the ECON Services user, is eligible to actually become an ECON Services user until such Merchant formally enters into the ECON Services Agreement.
5. Service Provider Relations
Merchants are required to confirm and agree, that (i) the communication issued by the Service Providers may come in forms of emails, facsimile of printed materials in the mail, or through ECON as the provider of the ECON Services; and that (ii) the Merchant's account with any Service Provider may be suspended or closed at the sole discretion of the respective Service Provider, if such Service Provider recurrently receives Consumer complaints for the same Merchant in accordance with the local commercial standards, which will be supplemented by ECON through the PSP from time to time. Although the suspension or closure of such Merchant's account by the Service Provider is unpredictable, ECON shall at its best notify directly or through the PSP, as applicable, the relevant Merchant of such action of suspension or closure by the relevant Service Provider as soon as practicable, and provide reasonable support to assist with such Merchant so long as such Merchant is not in violation of applicable agreements and/or laws and regulations.
6. System connection and Requirements
There shall be system requirements of the Service Providers which the User is required to comply with and maintain during the term of the ECON Service Agreement at its own responsibility and cost. Guidelines to the system requirements of the relevant Service Providers shall be provided by ECON directly or through the PSP, as applicable.
7. Transfer of Settlement Amount
The Settlement Amount, which is the balance remaining after deductions of the ECON Service Fee, the Service Provider Fee, and any other applicable fee and/or tax, as applicable, from the Transaction Amount, shall be transferred into the User's designated bank account pursuant to the payment schedule as set forth in the respective ECON Services Agreement.
8. Taxes and Other Charges
Any tax including without limitation consumption tax and stamp duty regulated by the Japanese government or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or in connection with the use of the ECON Services shall be the responsibility of and paid by the User.
8.1 Consumption Tax
The sale made by the Merchants may be subject to a consumption tax generally charged for goods and services purchased in Japan currently of 8%, imposed, and subject to the policy change from time to time, by the National Tax Agency of Japan (the "NTA''), and compliance to such tax requirements shall be the sole responsibility of the Merchant.
8.2 Stamp Duty
There shall be a stamp duty imposed in Japan on certain taxable documents, including without limitation payment transaction receipts issued for the purpose of payment processing such as the ECON Services, as regulated by the NTA. As of the date hereof and subject to change from time to time by the NTA, there are two (2) categories in the stamp duty collected in connection with the ECON Services; (i) no duty is collected on the payment transaction receipts for JPY 49,999.- or less; and (ii) JPY 200.- is collected on the on the payment transaction receipts for JPY 50,000.- and over.
All applicable stamp duties charged in connection with the ECON Services shall be included in and deducted from the Transaction Amount, and collected by ECON before the fund for the Settlement Amount is transferred to the User.
8.3 Other Charges
There may be other payment related charges such as the handling fee charged when the Consumer makes payment at Japan Post Bank, which is in character similar to the stamp duty described in Clause 8.2 hereof, in that; (i) no fee is collected on the payment transaction receipts for JPY 49,999.- or less; and (ii) JPY 200.- is collected on the payment transaction receipts for JPY 50,000.- and over, both of which, however, are subject to the consumption tax of currently 8%, and the Consumer making a payment of JPY 50,000.- or over at Japan Post Office would pay JPY 216.- in addition to the amount of payment to the Merchant. Any such other charges shall also be included in and deducted from the Transaction Amount, and collected by ECON before the fund for the Settlement Amount is transferred to the User.
9. User's Responsibilities
The User shall be responsible for;
(a) settling any and all disputes among the User, Merchant and/or Consumer arising out of or in connection with the use of the ECON Services;
(b) reporting to ECON any ECON Services-related problem and/or error as detected or reported from the Merchants, as applicable, so as to enable ECON to take any necessary measures against such problem and/or error;
(c) ensuring the ECON Services will be used in accordance with the ECON Service Agreement and the IOU under any circumstances;
(d) the accuracy and validity of the Payment Data, based on which the ECON and the relevant Service Provider rely on in providing the ECON Services;
(e) ensuring that all information concerning the User provided to ECON for the purpose of providing the ECON Services shall be kept up-to-date at all times;
(f) ensuring that absolutely no Prohibited Activities (as defined herein) including the sale or trade of legally prohibited goods and/or services are conducted;
(g) complying with the terms and conditions of the ECON Service Agreement, the IOU and all applicable laws and regulations in connection with the use of the ECON Services; and
(h) obtaining prior approval from the respective party for the intended use or display of any trademarks, service marks, logos, brand names, trade names, domain names, slogans, signs, acronyms and/or other insignia (whether registered or unregistered) including all variations thereof and amendments thereto, from time to time, presently used, or to be adopted in the future (the "Trademarks") of ECON, DG Group and/or any Service Provider, or of any third party.
In addition to the above, the Merchants shall be solely responsible for;
(i) conducting the ecommerce in accordance with the industrial standard;
(j) obtaining prior approval from the relevant agencies and/or maintaining any license, permit and/or registration status (the "Permit") required in conducting certain types of commerce such as, but not limited to, the sale of financial products, alcoholic beverages, accommodations and any other products requiring such Permit;
(k) obtaining prior approval from ECON in conducting certain types of non-regulated commerce such as, but not limited to, the sale of gift cards, prepaid cards, stamps, coupons, vouchers and other marketable securities during the process of the Marchant Screening or on an as-needed basis;
(l) displaying in the Japanese language for the Consumers in a clear, truthful and non-misleading manner the following information on their ecommerce websites;
1) company name and/or trade name
2) address and location information
3) Japanese telephone number (as required by the Service Provider)
4) company/shop email address
5) contact information including the person in charge of relevant sales
6) product/service price and tax information
7) shipping and handling
8) delivery terms and options
9) payment terms and options
10) return, refund and cancellation policies
11) security measures employed
12) statutory requirements and compliance information
13) privacy policy and protection measures employed
14) any other information as required by ECON as the provider of the ECON Services (m) not conveying any image or message through its ecommerce websites any content that may be publicly indecent or offensive;
(n) not handling any of product that is (i) prohibited by law, such as, but not limited to, the Act for Controlling the Possession of Firearms or Swords and Other Such Weapons (of Japan), the Narcotics and Psychotropics Control Act (of Japan) or any other similar laws and acts of applicable regions (visit www.japaneselawtranslation.go.jp/law for reference), the Washington Convention (visit www.customs.go.jp/tokyo/english/yubin/washington.htm for reference) and other laws and regulations; (ii) violating or possibly violating any copyrights, personality rights, intellectual property rights or any other rights of any third party; or (ii) determined by ECON at its sole discretion as inappropriate; and
(o) not running business in general that involves any of the following: violating constitutional principles; endangering state security, disclosing state secrets, subverting the state
power, splitting the country; harming the honor and interests of the state; provoking
ethnic hatred or discrimination, undermining the unity of the ethnic groups; violating the state religious policies, advocating cult and superstition; spreading rumors, disturbing social orders, undermining social stability; engaging in pornography, obscenity, gamble, violence, murder, terrorism, subornation and other illegal activities; money laundering, arbitrage, pyramid selling, etc.; insulting or libeling others, infringing others' legal rights; deceptive and misleading activities; other activities against the law. For the purpose of this sub-clause, "state" means Japan, UK and any other country where the Merchant conducts its business using the ECON Services.
The forgoing subsections (e) through (f) are hereby defined as the "Prohibited Activities".
10. ECON's Responsibilities
ECON shall be responsible for;
(a) processing and transferring to the User the Settlement Amount within the specified fund transfer cycle according to the terms of the ECON Service Agreement, and in accordance with the Payment Data as provided by the User, always subject to the Transaction Amount actually paid by the relevant Consumer;
(b) subject always to the contract status between ECON and the relevant User, continuously making the ECON Services accessible by the User in a legitimately operable manner, or otherwise notifying the User in case of any interruption, suspension or termination as soon as practicable in accordance with the provisions of the ECON Service Agreement;
(c) providing the User with any update, modification or change concerning the provision of the ECON Services in a timely manner; and
(d) notifying the User in case of any interruption, suspension or termination of the ECON Services as soon as practicable in accordance with the provisions of the ECON Service Agreement; and
(e) complying with all applicable laws and regulations in connection with the provision of the ECON Services.
11. No Refunds
The User agrees that any refund payable to Consumers shall be the sole responsibility of the Merchant, and that in no event shall ECON nor the Service Provider be responsible for, nor shall take any part in the process of, any refund payable to any Consumer.
12. Representations and Warranties
Each party hereby represents and warrants that:
(a) it is an independent legal entity duly incorporated and validly existing under the laws of, and in compliance with the regulations of, the jurisdiction of its domicile or incorporation;
(b) it has all necessary rights, authorizations and approvals required for execution, delivery and performance of the ECON Service Agreement and the TOU and the consummation of the transactions contemplated thereby, and will maintain such legal capacity, rights, authorizations, and approvals throughout the term of the ECON Service Agreement and the TOU;
(c) it holds all authorities (corporate or otherwise), licenses and operating permits necessary to perform its obligations hereunder in accordance with applicable laws;
(d) the execution and performance of the ECON Service Agreement and the TOU will not violate any third-party agreement or obligation to which it is bound;
(e) it possesses the funds, personnel, expertise and other resources required to perform its obligations hereunder, and is not, expected to become subject to bankruptcy, liquidation or other similar proceedings; and
(f) it is not, or will not be, the subject of any litigation, arbitration, administrative proceeding, investigation or other process which would prevent the performance of its obligations hereunder as of the date of the ECON Service Agreement and the TOU or in any foreseeable future.
13. Breach of Agreement
13.1 Definition of Breach
Either party shall be deemed to be in breach of the ECON Service Agreement and the TOU if:
(a) it fails to fully perform its obligations, roles and responsibilities hereunder in a timely manner; or
(b) any representation or warranty made by such party proves to be or becomes false, misrepresenting or untrue.
13.2 Liability for Breach of Agreement
If either party suffers any damage, liability or loss as a result of the other party's breach of the ECON Service Agreement and the TOU, the breaching party shall be liable and indemnify the non-breaching party to the extent of such damage, liability or loss, including without limitation, third party claims and interest. Provided, however, that the maximum amount of liability, with exception of the third-party claims, may not exceed the total amount of the ECON Service Fees actually received by ECON in the three (3) months preceding the date upon which such breach has been committed. Notwithstanding the foregoing, in no event shall either party be liable for any indirect, punitive, incidental, reliance, special, exemplary or consequential damages, including, but not limited to, loss of revenues or profits, arising out of or in connection with the ECON Service Agreement and the TOU. These limitations are independent from all other provisions of the ECON Service Agreement and the TOU and shall apply notwithstanding the failure of any remedy provided herein.
14. Force Maieure
For non-performance or delay in performance caused by any Force Majeure Event (as defined below), neither party shall be liable for damages suffered by the other party to the extent caused by such Force Majeure Event. "Force Majeure Events" include, but not limited to, acts of God, fire, computer virus, defects in the design of instrumental software, attack by hacker, changes in laws or policies, or any other event that is not foreseeable, the consequence of which cannot be prevented or avoided.
Either party hereunder prevented from performing the ECON Service Agreement and the TOU by a Force Majeure Event shall promptly take reasonably effective measures to prevent further losses and notify the other party in any effectively communicable way as soon as practical, followed by a formal notice in writing in a timely manner. The party under such a Force Majeure Event shall be responsible to the other party for any such further losses incurred due to breach hereof, subject to Clause I0.2 above.
15. Term and Termination
15.1 Term
The TOU shall become effective concurrently with the ECON Service Agreement, and shall remain in full force and effect during the term of the ECON Service Agreement.
15.2 Surviving Clauses
Unless otherwise stipulated herein, the following Clauses shall survive any termination of the TOU and remain in effect so long as they are enforceable under the applicable laws and/or until the obligations contemplated under the relevant clause has been fully completed: 16 (Confidential Information); 18 (Taxation); 19 (Costs and Expenses); 20 (Notices to ECON); 21 (Intellectual Property Rights); 23 (Disclaimer); 24 (Governing Law); 25 (Dispute Resolutions); 26 (Miscellaneous).
16. Confidential Information
16.1 For the purposes of the ECON Service Agreement and the TOU, the "Confidential Information" means all Information (as defined below) that is received directly or indirectly from any member of the disclosing party (including its employees, officers or affiliates, the "Disclosing Party"), and such Confidential Information shall include:
(a) financial information, know-how, processes, ideas, intellectual property (whether registered or not), schematics, trade secrets, technology, consumer list (potential or existing) and other Consumer-related information, sales statistics, market, market intelligence, marketing and other business strategies and other commercial information of a confidential nature; or
(b) all Information containing or generated from any Information referred to in sub-paragraph (a) above;
but exclude:
(c) any Information that is in the public domain otherwise than as a consequence of any breach by the receiving party (including its employees, officers or affiliates, the "Receiving Party"); (d) any Information that is properly in the Receiving Party's possession received from a third party as evidenced by the Receiving Party's records, provided that such Information is not subject to any duty of confidentiality owed to any member of the Disclosing; or
(e) any Information that is required to be disclosed under any relevant law or any binding judgment or order of court or arbitration tribunal or any stock exchange regulations or under direction from any relevant regulatory authority, as applicable.
"Information" means all information, including without limitation, any analysis, document, data, idea, or any other information of whatever nature in whatever form, whether in written, oral, electronic or machine-readable form, relating to the provision or use of the ECON Services or any member of the Disclosing Party, furnished or to be furnished by any member of the Disclosing Party before or after the date of the ECON Service Agreement.
16.2 Unless otherwise required by applicable laws and regulations, the Parties shall have the obligation to maintain the confidentiality of the Confidential Information of the other party disclosed in connection with the ECON Service Agreement and the TOU. Neither party may divulge any of such Confidential Information to any third party, including any of the unauthorized employees, officers or affiliates of the Parties or use the same for any purpose other than the performance of the ECON Service Agreement and the TOU. Each party shall take all reasonable and necessary steps to ensure that it (and its employees, officers or affiliates) shall comply with the provisions of the ECON Service Agreement and the TOU.
16.3 Clause 16 of the TOU shall survive for five (5) years after the termination of the TOU.
17. Protection of Personal Information
Japanese business operators including ECON is subject to the Act on the Protection of Personal Information of Japan, as amended (the "Act"), which regulates the collection, use, handling, and transfer of personal information, and requires, among other things, such business operator who comes into possession of personal information to limit the use of personal information to the purpose communicated to the owner of the personal information at collection and to properly retain such personal information, and forbids the business operator from providing personal information to third parties without consent of the owner of the personal information (the "Information Handling Policy"), failure to comply with which may be subject to criminal penalties.
As part of providing the ECON Services, ECON will collect and maintain databases of personal information about online merchants (including the Merchants) and their customers (including Consumers), such as their names and telephone numbers (the "Personal Information"), and accordingly, the Merchants shall be aware of the collection of its Personal Information by ECON and shall also clearly display on their ecommerce websites in the Japanese language for its Consumers, or otherwise communicate to Consumers in any other effective manner, the notice concerning the collection of Personal Information by ECON.
The Parties hereby warrant and undertake that they shall each handle the Personal Information collected in connection with the provision or use of the ECON Services in accordance with the Act and/or any applicable laws, and each take appropriate measures to prevent such Personal Information from being misused, divulged, lost or otherwise damaged in any way harmful to the privacy of the owner of such Personal Information (the "Privacy Damage").
In the event of any Privacy Damage, the party first noticing such Privacy Damage shall promptly report to the other of such Privacy Damage with details of date, time, nature, and the circumstance and manner in which the Privacy Damage has occurred, and shall provide all necessary assistance to the other party to prevent from further damage. Notwithstanding the foregoing, the User including the Merchant shall be responsible to ensure protection of the Personal Information for itself and Consumers.
18. Taxation
The Parties agree to bear their own payable taxes in accordance with their applicable laws respectively.
19. Costs and Expenses
Except as expressly set forth in the ECON Service Agreement, each party shall be solely responsible for all costs and expenses incurred by it in connection with providing or using the ECON Services.
20. Notices to ECON
All notices, requests, consents, claims or any other communications required or permitted hereunder (in this Clause, the "Notice") to ECON shall be given in writing by any of the following delivery methods, and any such Notice shall be deemed to have been sufficiently given at the corresponding time of delivery as set forth beside each delivery method:
| Delivery Method | Time of Delivery |
| a.) In person | When personally delivered |
| b.) Facsimile | Upon successful transmission with verifiable evidence, e.g., timestamp |
| c.) Electronic mail (e-mail), followed by another method from (d) through (f) below for confirmation purposes if and when a formality is required by nature. | Upon successful transmission with verifiable evidence, e.g., timestamp |
| d.) First-class mail, postage paid | On the fifth (5th) Business Day from the postmarked day |
| e.) Registered or certified mail with Return Receipt, postage paid. | On the date of Return Receipt, or the fifth (5th) Business Day from the postmarked day, whichever is sooner |
| f.) Nationally recognized, overnight prepaid courier services, fees prepaid. | The next Business Day |
Any such Notice must be delivered to the information as set forth below, or such other information as ECON may specify in writing from time to time:
To ECON:
Address: 3-5-7 Ebisu-minami, Shibuya-ku, Tokyo 150-0022, Japan
Fax: +81-3-6367-1150
Tel: +81-3-6367-1151
Email: shunsuke-hirase@econtext.co.jp
Attn.: Shunsuke Hirase
Dept.: Global Alliance Office
21. Intellectual Property Rights
The User agrees that ECON, the DG Group, to which ECON is a member, and the applicable Service Providers own and retain their respective Trademarks, copyrights or any other intellectual property rights contained in or associated with the ECON Services hereunder (collectively, the "Intellectual Property Rights"), and that it will not directly or indirectly question or contest the validity and/or value of the Intellectual Property Rights or each of their ownership rights therein.
The User may not use, or sublicense to any third party the right to use, the Intellectual Property Rights associated with the ECON Services except with prior written consent of ECON.
ECON represents that the Intellectual Property Rights associated with the ECON Services owned by ECON or the DG Group, when used in accordance with the ECON Service Agreement, will not violate any third party right. The User understands and agrees that (i) ECON relies solely on the respective Service Providers' representations that their Intellectual Property Rights associated with the ECON Services will not violate any third party right; and that (ii) no Intellectual Property Rights of any Service Providers may be used by anyone in any case without obtaining prior written authorization of the respective Service Provider either directly or through ECON, as the case may require.
The User further agrees that, if and when it becomes aware during the term of the ECON Service Agreement (i) of any actual or alleged infringement of the Intellectual Property Rights of ECON, the DG Group or the Service Providers by a third party; or
(ii) of any actual or alleged third party claim that the Intellectual Property Rights possibly violate any third party right, the User will promptly notify ECON of such actual or alleged infringement of or violation by the Intellectual Property Rights. No legal proceedings shall be instituted by the User against any third party in respect of any such actual or alleged infringement of or violation by the Intellectual Property Rights without prior written consent of ECON, the DG Group and/or the Service Providers. The User shall cooperate fully with ECON, the DG Group and the Service Providers in any legal proceedings instituted by ECON, the DG Group or the Service Providers in connection with the ECON Service Agreement, at the expense of ECON, the DG Group or the Service Providers, respectively.
Subject to the foregoing provisions of this Clause 18, during the term of the ECON Services Agreement and subject to all terms and conditions herein, the User is hereby granted a nonexclusive, nontransferable, royalty free, revocable and limited right and license to use the Trademarks solely in connection with the use of the ECON Services permitted under the ECON Services Agreement; provided, the Trademarks are used in the exact forms and manners as provided to it by the respective provider of the ECON Services. The use of such Trademarks shall be in accordance with the relevant ECON Services Agreement and this TOU as well as any specific instructions that may be issued by ECON from time to time. The User explicitly understands and agrees that it is granted no right, title or interest in any of the Trademarks or any part thereof. The User further agrees not to challenge any Trademark or the registration thereof or to register (or make any filing with respect to) any Trademark or any trademark, mark or trade name confusingly similar thereto in any jurisdiction (or attempt, or induce or assist any third party to do any of the foregoing). All use and goodwill associated with the Trademarks will inure to the benefit of the legal owner of the relevant Trademark.
22. Exclusion Of Anti-Social Forces
Subject to the terms and conditions hereof, the User and ECON hereby agree as follows: (a) Each party represents and warrants that it or any of its directors, officers or any persons who hold substantial control over the respective management has, or will have at any time in the future, no involvement in or relationship to any anti-social forces, which include, but not limited to, organized crime groups and its members, or any person who is involved in or an advocate of similarly organized criminal activities (collectively, the "Anti-social Forces").
(b) Each party represents and warrants further that it will not itself, or through a third party, take any act of (i) making violent demands or unreasonable demands beyond legal liability, (ii) fraud or threats, or (iii) obstructing the business, or any analogous activities.
(c) In case of violation of sub-clauses (a) and (b) above by the breaching party, the non-breaching party may terminate the ECON Service Agreement with immediate effect without notice or any liability to indemnify the breaching party.
23. Disclaimer
ECON MAKES NO WARRANTY TO ANY USER INCLUDING MERCHANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE ECON SERVICES, WHETHER OF MERCHANTABILITY, OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR OF ANY OTHER TYPE OR KIND WHATSOEVER.
24. Governing Law
The TOU shall be governed by and construed in accordance with the laws of Japan, without giving effect to any choice of law or conflict of law provisions.
25. Dispute Resolutions
Any dispute, controversy or claim arising out of or relating to the TOU, or the breach, termination or invalidity thereof, shall be settled by the Parties through friendly consultation. If the dispute continues to exist more than thirty (30) days after the initial consultation, either Party may then submit the dispute to Japan Commercial Arbitration Association (JCAA) for arbitration. The arbitral award shall be final and binding upon both Parties.
26. Miscellaneous
26.1 Entire Agreement
The ECON Service Agreement, together with any exhibits attached thereto, and the TOU shall constitute the entire agreement between the Parties in respect of the subject matter hereof and shall supersede any previous discussions, negotiations and agreements related thereto, whether oral or written. In the event of any inconsistency or conflict between the provisions of the ECON Service Agreement and the TOU, and absent ECON's explicit agreement in writing, those of the TOU shall prevail.
26.2 Relationship
Nothing contained in the ECON Service Agreement or the TOU shall be construed as creating a relationship of joint venture, partnership, agency, employment or whatsoever between the Parties.
26.3 Successors
The ECON Service Agreement and the TOU shall benefit and be binding upon the Parties, their permitted successors and/or assigns, subject to Clause 21.4 hereof.
26.4 No Waiver
Either Party's failure to exercise or delay in exercising any right, power or privilege under the ECON Service Agreement or the TOU shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
The waiver by either Party of a breach of the other Party of any provision of the ECON Service Agreement or the TOU must be in writing and shall not operate or be construed as a waiver of any other or further breach of such other Party.
26.5 Assignment
The User may not transfer or assign the ECON Service Agreement and the TOU, or any of its rights and/or obligations under the ECON Service Agreement and the TOU to any third party except by prior written consent of ECON, which shall not be unreasonably withheld, or except due to merger, reorganization or acquisition of interests or assets affecting all or substantially all of the properties or assets of the User.
ECON may transfer or assign the ECON Service Agreement or any of its rights and/or obligations to any member of the DG Group; provided, however, that ECON will notify the User in writing prior to such transfer or assignment.
26.6 Amendment
ECON may amend the TOU from time to time as it deems necessary. ECON shall however inform the User of any such amendment in reasonable advance of such amendment taking effect to the extent possible.
26.7 Severability
In the event of any inconsistency or conflict between the provisions of the TOU and applicable laws to which ECON or the User is subject, or if any provision of the TOU is determined to be illegal, invalid or unenforceable, such provision shall in no way affect the validity or enforceability of the remainder of the TOU, which shall remain in full force and effect. The Parties shall then negotiate in good faith to modify such provision in an acceptable manner to preserve the original intent and effect of such provision to the extent possible.