Terms of Service

1. These Terms govern the rights and obligations between AlphaElements Inc. (hereinafter referred to as "the Company") and users in relation to the use of web application development services, technical consulting services, and other related services (hereinafter referred to as "the Services") provided by the Company.

2. Users of the Services (hereinafter referred to as "Users") shall use the Services upon agreeing to all provisions of these Terms.

3. Any rules, guidelines, or other provisions separately established by the Company in the provision of the Services shall constitute a part of these Terms.

The following terms used in these Terms shall have the meanings set forth below.

1. "Services" refers to PCB design, hardware development, web application development, system architecture, AI consulting, technical guidance, and other related services provided by the Company.
2. "User" refers to an individual or legal entity who agrees to these Terms and uses the Services.
3. "Contract" refers to an individual outsourcing agreement or work contract concluded between the Company and a User.
4. "Deliverables" refers to software, documentation, and other works created and developed by the Company pursuant to a Contract.
5. "Confidential Information" refers to technical information, business information, and other proprietary information disclosed by the Company or a User.

The Company provides the following services:

1. PCB design and hardware development
2. Web application design and development
3. Existing system improvement and optimization
4. Cloud infrastructure setup and operation
5. AI utilization and business automation consulting
6. Technical consulting and guidance
7. Corporate training and technical education services
8. Other related services provided by the Company

1. A Contract shall be formed between the Company and a User upon the User's submission of a formal purchase order or execution of a contract.

2. The submission of estimates or initial consultations shall not constitute the formation of a Contract.

3. Detailed terms of a Contract shall be set forth in the individual contract or purchase order.

1. Fees for the Services shall be as specified in the individual contract or estimate.

2. Payment Timing for Development Projects
50% of the contract amount shall be invoiced immediately as a deposit upon contract formation, and the remaining 50% shall be invoiced upon delivery completion. Users shall pay by bank transfer to the designated account within 30 days from the invoice date.

3. Payment Timing for Hourly Consulting
Payment shall be invoiced prior to service provision. For ongoing engagements, monthly pre-billing at the beginning of each month is also available.

4. Payment Timing for Subscription Services
Depending on the selected plan, monthly plans will be automatically charged to the credit card on the billing date each month, and annual plans on the billing date each year (both based on the registration date). The Stripe payment system is used.

5. Bank transfer fees shall be borne by the User. For credit card payments, transaction fees shall be borne by the Company.

6. If a User fails to pay fees by the due date, the Company may charge late payment interest at an annual rate of 14.6%.

7. Fees once paid shall not be refunded, except in cases attributable to the Company and refund conditions specified in Article 6.

1. Cancellation Before Project Start
Even after formal order placement, cancellation is possible before project commencement (before requirements definition begins). In this case, the full amount paid will be refunded. However, transfer fees shall be borne by the client.

2. Cancellation After Project Start
In the event of cancellation after project commencement, refunds will be made under the following conditions:

• Before requirements completion: 80% refund
• During design/development: 60% refund
• During testing/delivery: 30% refund
• After delivery completion: No refund

3. Subscription Services (diff-checker, etc.)
Subscription services may be cancelled at any time. Upon cancellation, billing will cease from the next billing date. No refunds will be issued for periods already billed.

4. Cancellation at Company's Discretion
If the Company cancels a project at its own discretion, the remaining balance excluding fees for work already performed will be fully refunded.

5. Quality Guarantee
If critical defects that do not function according to specifications are discovered within 30 days of delivery, they will be repaired at no charge. If repair is not possible, a full or partial refund will be issued.

6. Refund Processing
Refunds will be processed within 14 business days of the refund decision. For credit card payments, the refund will be processed through the original payment method within 3-10 business days. For bank transfers, the refund will be deposited into the client's designated bank account. Transfer fees are borne by the client.

1. Copyright and other intellectual property rights related to deliverables shall belong to the User upon full payment, unless otherwise specified in the contract.

2. Intellectual property rights related to existing technologies, know-how, and tools used by the Company in providing the Services shall belong to the Company.

3. Users shall exercise caution not to infringe upon third-party intellectual property rights through the use of deliverables, and shall bear responsibility in the event of infringement.

1. The Company and Users shall strictly manage confidential information disclosed by the other party and shall not disclose or leak it to third parties without prior written consent of the other party.

2. The obligations set forth in the preceding paragraph shall continue for 5 years after the termination of the contract.

3. However, the following information shall be excluded from confidentiality obligations:

• Information that was already publicly known at the time of disclosure
• Information that became publicly known after disclosure through no fault of the receiving party
• Information that was already known to the receiving party at the time of disclosure
• Information required to be disclosed by law

Users shall not engage in the following actions when using the Services:

1. Actions that violate laws or public order and morals
2. Actions that infringe upon intellectual property rights, portrait rights, privacy, reputation, or other rights or interests of the Company or third parties
3. Actions that may interfere with the operation of the Services
4. Providing false information
5. Providing benefits to antisocial forces
6. Other actions deemed inappropriate by the Company

1. The Company may suspend or interrupt all or part of the Services without prior notice to Users if it determines that any of the following reasons exist:

1. When performing maintenance or updates to the system
2. When the provision of the Services becomes difficult due to force majeure such as earthquakes, lightning, fire, power outages, or natural disasters
3. When the Company otherwise determines that the provision of the Services is difficult

2. The Company may modify or terminate the Services. For significant changes, Users will be notified in advance.

1. The Company may terminate a contract without prior notice if a User falls under any of the following:

1. Violation of any provision of these Terms
2. Non-payment of fees or other payment obligations
3. Failure to respond to communications from the Company for a reasonable period
4. When the Company determines that the User's creditworthiness has deteriorated
5. When the Company otherwise determines that continuation of the contract is difficult

2. Even if a User suffers damages due to contract termination under the preceding paragraph, the Company shall bear no liability whatsoever.

1. The Company shall not be liable when the provision of the Services becomes difficult due to force majeure including natural disasters, emergencies, enactment or revision of laws, orders by public authorities, labor disputes, transportation accidents, or other circumstances beyond reasonable control.

2. The Company's liability for damages incurred by Users in connection with the Services shall be limited to the contract amount, except in cases of willful misconduct or gross negligence. However, if the User is a consumer, the Company shall also bear liability for damages caused by ordinary negligence to a reasonable extent.

3. The Company shall bear no liability for disputes arising between Users and third parties through the use of the Services.

1. The Company may modify these Terms without notice to Users in the following cases:

• When the modification is in the general interest of Users
• When the modification is necessary and reasonable and does not conflict with the purpose of the contract

2. For modifications other than those in the preceding paragraph, the Company shall notify Users in advance and allow a reasonable period for input.

3. Modified Terms shall take effect upon publication on the Company's website.

1. If a User is a consumer as defined by the Consumer Contract Act and any provision of these Terms conflicts with the Consumer Contract Act or other applicable laws, the provisions of such laws shall prevail.

2. Even in the case of the preceding paragraph, portions other than the conflicting provision shall remain valid.

3. Regarding limitations on liability for damages to consumers, pursuant to Article 8 of the Consumer Contract Act, such limitations shall not apply in cases of willful misconduct or gross negligence by the Company.

1. These Terms shall be interpreted and governed by the laws of Japan.

2. In the event of a dispute arising in connection with the Services, the Kobe District Court shall be the exclusive agreed court of first instance. However, if the User is a consumer, this shall be subject to limitations under the Consumer Contract Act.