Welcome to Skillots! At Skillots, a service of F-Plat, Inc., these terms apply to use by companies, organizations, and individuals (Clients) that are requesting work. By using this service, you are deemed to have agreed to the contents of these terms.
1. Definitions Words with special meaning as used in these Terms are defined as follows.
|The Company||F-Plat, Inc. (Head Office: Chiyoda, Tokyo, Japan; Executive Director: Yoriyuki Kambe) |
|The Service||Skillots and services incident thereto, as provided by the Company |
|User||A company, an organization, and an individual that access and use the Service |
|Information submitted in the Service |
by the User and stored with the Company
|The email atdress and password, included among the Registration Information, that are necessary to login |
|Account||The unit of User registration in the Service |
|Client||Companies, organizations, and individuals that hold Accounts in the Service for the purpose of requesting work |
|Client Registration||The act of acquiring an Account as a Client |
|Creator||Companies, organizations, and individuals that hold Accounts in the Service for the purpose of being entrusted with work |
|Creator Registration||The act of acquiring an Account as a Creator |
|Work Item||The unit of work requested by a Client from a Creator in the Service |
|Work Item Progress||The procedures from a Work Item request until completion is reached |
|Project Room||The system, in the Service, in which Clients and Creators administer the Work Item Progress |
|The act by a Client, in the Service, of entering Work Item information and soliciting Estimation proposals from Creators |
|Contest||The act by a Client, in the Service, of entering Work Item information and soliciting artworks from Creators |
|Other Contracts, etc.||All contractual acts provided between Clients, the Company, and Creators |
|Business Partner||A party that concludes a work assignment contract for a Work Item |
|Content||Works including text, images, audio, video, programs, and the like. |
- These Terms apply to all matters in the Service between the Company and the User.
- By using the Service, the User is deemed to be in agreement with regard to all contents included in these Terms.
- Where Other Contracts, etc. differ from the provisions of these Terms, the provisions of said Other Contracts, etc. apply with precedence.
3. Eligibility to Use
- The conditions of using the Service as a User are determined as follows;
- Appropriately maintains, on one's own responsibility and at one's own expense, all equipment, software, and means of communication.
- Has understood and agreed to these Terms.
- If a minor, has obtained the comprehensive agreement of a parent or legal guardian with regard to the use of the Service.
- In cases where any of the following apply, the Company may refuse User Registration or suspend use as well as cancel membership;
- In case of abuse or a violation of terms in the past in a service provided by the Company.
- In case of a violation of these Terms or of Other Contracts, etc.
- In case of other conduct our company has judged inappropriate.
- Persons who wish to use the Service as Clients shall agree to the contents of these Terms and carry out a request for a Client Registration using prescribed methods.
- In case of changes in Registration Information the User shall promptly correct its Registration Information and take responsibility for exercising control to ensure that accurate information is always entered.
- If an individual conducts the User Registration, the User itself shall truthfully provide information requested by the Company.
- If a legal entity conducts the User Registration, a responsible party for the legal entity User shall truthfully provide information requested by the Company.
- If an individual conducts the User Registration, the individual shall not possess multiple Accounts unless otherwise approved by the Company.
- If a legal entity conducts the User Registration, the same responsible party shall not possess multiple Accounts unless otherwise approved by the Company.
- If an individual conducts the User Registration, the same Account shall not be shared by multiple persons.
- If a legal entity conducts the User Registration, the same Account may be shared by multiple responsible parties. However, the same Account may not be shared by different legal entity units.
- The User may not under any circumstances lend or transfer its Account to a third party.
- The User shall endeavor to prevent the misuse of its own Login Information as well as take full responsibility with regard to such exercising such control. The Company bears no responsibility whatsoever with regard to damages caused by the misuse of Login Information by third parties.
- If a legal entity conducts the User Registration, F-Plat may disclose Registration Information and request a transfer to another person within the same legal entity only if contact cannot be made with the responsible party in a reasonable amount of time.
5. Membership Cancellation
- If the User desires membership cancellation, the User shall carry out a request for membership cancellation at the Edit Account section within Dashboard.
- If the User has a Work Item in Progress or an obligation to make a payment to the Company, the User may not cancel membership.
6. Formation of Contracts
- On a Work Item, Creators are expected to discuss methods, delivery time, unit price, quantity, delivery location, copyright ownership, and so on with Clients, then present an estimate in the project room.
- In a guaranteed-use Contest, when Clients send information on a Work Item to the Company via the application form, they establish a business commitment contract with us.
- In a Contest where use is not guaranteed, Clients establish a business commitment contract with us when they decide on which work they will use.
- In a Contest, when Clients decide on which work they will use, the Company entrusts the appropriate work to Creators.
- In credit purchases, when Clients apply to make a purchase, they establish a contract with the Company.
7. Payment of Fees
- Creators must not recommission all or part of the work on a Work Item to a third party. However, if a Client’s consent is received beforehand, the Creator may recommission all or part of the work, at their own expense.
- If a Creator commits work to a third party, along with the duty of confidentiality stipulated in Article 16 and the duty to preserve classified details determined to protect personal information stipulated in Article 17 being imposed on the third party, said third party will be considered to be acting in the capacity of an assistant to the Creator in the discharging of their duties, and it is understood that the consigning of work to this third party in no way decreases the duties or responsibilities of the Creator.
8. Fee Payment
- On a Work Item, when the Client agrees to the quotation established in Article 6, Paragraph 1, they will make a provisional deposit of the total fee listed in the quotation to the Company by credit card, bank transfer, or other established method. However, if a monthly payment agreement is made with the Company, this rule does not apply.
- If the Work Item paid for in accordance with the previous paragraph is cancelled in accordance with the method listed in Article 14, the Company will refund the provisional payment.
- In a guaranteed-use competition, the Client will, quickly after their application is accepted by the Company. pay the fixed competition fee by credit card, bank transfer, or other established method. However, if a monthly payment agreement is made with the Company, this rule does not apply.
- In a competition in which use is not guaranteed, at the time that a work is decided upon for use, the Client will remunerate each Creator by credit card, bank transfer, or other established method. However, if a monthly payment agreement is made with the Company, this rule does not apply.
- In a purchase made on credit, in accordance with established procedure, one has the right to make payments of any amount of credit via credit card, bank transfer, or other established method.
- In a data purchase, one will, in purchasing the previous applicable data, pay the necessary amount of credit.
9. Adherence to Payment Schedule
- On a Work Item, Creators must adhere to the payment schedule established in the estimate.
- If a Creator decides, regardless of reason, that it will be impossible for them to turn in the deliverables by the promised time, they must immediately give notice of that fact and accept followup instructions from the Client.
10. Work Item Completion
- The Creator shall deliver the prescribed delivery object to the Client by the due date established in the Project Room.
- The Client shall carry out an inspection when delivery has occurred.
- The Creator may request necessary cooperation from the Client on the occasion of the delivery of the delivery object, and the Client shall, if cooperation is requested by the Creator, promptly comply with such request.
- The Creator shall bear the risk of loss, damage, or the like to the delivery object before delivery, and the Client shall bear such risk after delivery.
- If the product of the matter in question is found to be in conformance upon inspection, the Client shall process the approval of the delivery product in the Project Room and notify the Creator. Moreover, if the product of the matter in question does not pass the inspection mentioned above, the Client shall clearly indicate the specific reasons for this non-passage to the Creator in the Project Room and request corrections or later completion; the Creator shall make corrections and deliver to the client within a time limit decided in consultation; and the Client shall again carry out the inspection prescribed above to the extent that is necessary.
- If content for revision not in previously discussed specifications arises among the corrections by the Creator prescribed in the preceding clause, the Creator may charge a correction fee.
- Even where processing of inspection and acceptance by the Client is incomplete, if the Client does not state an objection by clearly expressing concrete reasons in the Project Room within the inspection period, the product of the matter in question will be deemed to have passed the inspection prescribed in this article.
- With passage of the inspection prescribed in this article, work on the matter in question is complete.
11. Work Item Completion
- Creators will agree to include our Company’s commission, as follows, in the payment established in Paragraph 1 of the Preceding Article
Work Items worth:
30,000 Yen or less: 30% of Fee
30,000 - 100,000 Yen: 20% of Fee
100,000 - 500,000 Yen: 15% of Fee
500,000 Yen or more: 10% of Fee
Work Items applied for from the profile page during the pickup option period: An extra 10% is added to the commission for each charge (Example: Commission for a 200,000 Yen Work Item applied for during the pickup option period: 25%).
- The Company will bear liability for payment of compensation to Creators at the end of each Work Item.
- If a Work Item is cancelled for reasons which are the fault of the Client, then the payment guarantee option applies to that Work Item, and on the condition that the work’s state of progress is recorded in the project room, the Company will pay the compensation debt to the Creator as stipulated in Article 14, Paragraph 2.
- By the procedure for Creators to request payment from our Company, Creators will receive payment into a designated bank account.
- If there is a payment request made by a Creator in accordance with the procedure by the 15th of a given month, our Company will pay compensation on the first business day of the following month. Or, if the request is made on the 16th or later, the payment will be made on the first business day two months following.
- If a single payment request by a Creator is less than 3,000 Yen, our Company will subtract a 432-Yen handling charge from the total paid out.
- If a Creator designates a banking account at a financial institution outside of Japan, the Company will, at payment time, deduct from the total paid a handling charge for making the payment.
- If a Client delays making a payment, our Company will bear responsibility for making a great effort to urge the Client to make that payment, and, after a conference with the Creator, may postpone payment for a fixed interval.
- FIf a two-year period passes after compensation is earned and a Creator has still not made a payment request, said Creator is considered to have abandoned the right to compensation for it from our Company, and payment requests made thereafter will be considered invalid.
12. Product Quality Guarantee
- The Client has a duty to verify, before formally placing an order, the Creator's ability to perform the work by inspecting the Creator's profile and the contents of the Estimation proposal as well as through consultation in the Project Room.
- The Creator has a duty to state and send truthful contents in the published contents of its profile and the contents of its Estimation proposals as well as in consultations in the Project Room.
- If there are problems such as delays in performance with regard to the Work Item, product nonconformance to specifications, or product defects, these shall be resolved after consultation between the Client, the Company, and the Creator based on the contents of the consultation in the Project Room. If the Company takes responsibility for restitution as a method of resolution, the amount of such restitution shall be limited to the amount of fees the Company received from the Client.
- If a clear discrepancy between the delivery object and the content discussed previously is discovered after completion of the inspection from the preceding article, the Client may demand correction of applicable defects from the Creator, and the Creator shall correct the applicable defects. However, the Creator bears responsibility for corrections only if the demand is made by the Client within six months after completion of the inspection and acceptance from the preceding article.
- Notwithstanding the preceding clause, if the defect is minor, and an excessive cost is required for the correction of the delivery object, the Creator does not bear responsibility for the corrections prescribed in the preceding clause, and the Client shall create a new Work Item and request corrections from the Creator.
- The provisions of Clause 4 do not apply when defects arise due to materials provided by the Client or indications given by the Client. However, this limitation does not apply when the Creator is aware that those materials or indications are inappropriate and has not disclosed this fact.
13. Delivery Product Copyright
- The Client shall consult with the Creator in the Project Room regarding the attribution of copyrights in the delivery product and conclude a contract for the transfer of copyrights or a licensing agreement for use of the work by approving the provisions stated in the quotation.
- The attribution of copyrights established in the preceding clause applies only to the final product and does not apply with regard to the copyrights in materials and products submitted by the Client or Creator within the course of the Work Item Progress.
- If a Creator transfers copyright to a Client, such rights are held in regard to that copyright as are delineated in the Japanese Copyright Act, Articles 27 and 28.
- If the Client, in the questionnaire given at Work Item completion, authorizes publication of an article on results of the Service, the copyright holder of materials and products submitted in the applicable Work Item is deemed to have authorized publication by F-Plat on this site and related sites.
- If there is a request by the copyright holder to revoke the consent provided by the preceding clause, F-Plat shall cancel publication on this site and related sites immediately.
14. Work Item Cancellation
- If Clients and Creators follow established procedure in cancelling a Work Item, and the other party, also in agreement with procedure, agrees, then, with the consent of both parties, a Work Item may be cancelled. On such an occasion, neither this Company nor the Creator may demand even a nominal fee or payment of any kind. On such an occasion, our Company will refund the entirety of the provisional payment as set out in Article 8, Paragraph 1.
- In case of cancellation due to Client circumstances after an official order is placed, the Client will, by the appropriate time, after consulting with the Creator about what part of the work has been completed, decide upon and pay a new fee within the amount of the original fee, in proportion with the amount of work which has been completed. In regard to the provisional payment delineated in Article 8, Paragraph 1, our Company will pay back a portion of it, subtracting an amount in proportion to the amount of work which has already been completed.
- Clients may not cancel during the recruiting period of a competition.
- Clients may not cancel a guaranteed-use competition. Also, if the regulation number for the work to be used is not decided upon within 30 days of the end of the recruitment period for a guaranteed-use competition, the total of the unused compensation will be divided among the artists who have applied.
- The Creator may not, except on grounds prescribed in the following clauses, cancel a work assignment contract.
- The Client, the Creator, or F-Plat may immediately cancel a work assignment contract without any notice if grounds falling within any of the following items are caused by another party;
- If there is gross negligence or a breach of trust
- If there is a suspension of payment, or if there is a petition for a provisional seizure, a seizure, an auction, the commencement of bankruptcy proceedings, the commencement of civil rehabilitation proceedings, the commencement of corporate reorganization proceedings, or the commencement of a special liquidation.
- If a disposition for failure to pay taxes or public dues has been received.
- If other significant grounds that are equivalent to the preceding items arise making it difficult to continue a work assignment contract, the Client, the Creator, or F-Plat may cancel the work assignment contract if the other party violates any of the provisions of these Terms and the other party's default on obligation is not corrected even after a formal demand establishing a reasonable time period for performance.
- The Client, the Creator, or F-Plat, in cases falling within any of the items of clause 4 or where a cancellation established in the preceding clause has been performed, forfeits the benefit of paying over a period of time as a matter of course and must immediately pay any and all monetary obligations owed the other party even without notice or demand from the other party.
15. Credit Expiration Date
- The date of expiration for credit will be two years from the date of the last change to the amount of credit. Changes to the amount of credit are defined as follows.
- Purchase of credit
- Acquisition of Credit
- Use of Credit
- If the amount of credit does not change before the expiration date, all of the possessor’s credit will become invalid.
16. Duty of Confidentiality
- The Client, the Creator, and the Company shall not disclose or divulge to a third party any information, documents, or the like received from a Business Partner in the Service.
However, this restriction does not apply to matters that correspond to the following items;
- Already publicly known or became publicly known.
- Already possessed personally before information was obtained, and proof can be established that this is true.
- Obtained by lawful means from a third party possessing legitimate authority.
- The disclosure of information, materials, or the like was authorized by the Business Partner.
- The duties delineated in Paragraph 1 extend beyond the end of a Work Item.
17. Personal Information
- The Company will handle information appropriately, based on special privacy policies presented by users for the protection of personal information.
- Clients, Creators, and the Company will handle personal information received from business partners during the course of work in accordance with the following policies:
- They will preserve the secrecy of personal information, and not disclose or offer it to any third party.
- They will not use or utilize personal information for any purpose whatsoever outside a necessary and reasonable scope for accomplishing this project and the goals for which the information was provided.
- They will conscientiously implement security management measures for the personal information which they receive, along with any instructions received beforehand.
- With the exception of making necessary backups as part of security measures, without prior documented consent, they will not copy or reproduce personal information.
- If a particular Work Item is finished, based on instructions from before the personal information was provided, they will destroy the information in such a way that reconstructing it is rendered impossible, or they will return it to the provider.
- When personal information is accidentally used outside of its intended purpose, accessed by an unauthorized person, lost, destroyed, altered, disclosed, and so on, or when there is danger of such, they will immediately report to the provider.
- Aside from these rules, personal information will be handled in accordance with instructions given by the provider.
- The obligations delineated in Article 2 extend beyond the end of a Work Item
- In this Paragraph, “personal information” is information related to an individual, full names contained in said information, birth dates, contact addresses and other descriptive information, or images or sound recordings which can identify said individual. It also includes material which, even if it cannot by itself identify an individual, can be easily collated with other information, and thereby allow said individual to be identified.
18. Prohibitions The Client, in using this Service, may not perform the following acts. If a prohibition is violated, the Company may suspend business with the applicable Client and take measures such as Account deletion, a claim for damage compensation, and the like.
- In Solicitation of Estimations, acts inducing business relations that would not use the Service as an intermediary, by stating a telephone number, email address, or website address, or corresponding acts.
- In the course of Work Item Progress, acts inducing business relations that would not use the Service as an intermediary or corresponding acts. (Including upcoming business relations)
- Acts inducing or soliciting business transactions or activity unconnected with the Service or corresponding acts.
- In a profile, in the content of a Solicitation of Estimations, in the Project Room, or the like, acts recording statements or making utterances or announcements with false content.
- Acts infringing a third party's intellectual property rights such as copyrights or trademark rights, or acts likely to be such infringements.
- Acts violating a third party's property, privacy, or publicity rights, or acts likely to be such violations.
- Acts unjustly discriminating against or defaming third parties, including the Company and the Creator, or acts damaging the reputations or trust in such entities.
- Acts assigning work with the purpose of violating the property or rights of a third party.
- Acts that are connected or are likely to be connected with a crime.
- Acts instigating a crime or violation of terms by the Creator.
- Acts improperly rewriting or erasing information stored on the Company's servers.
- Acts sending harmful computer programs to the Company's servers or to the Creator.
- Acts intentionally placing a high load on the Company's servers.
- Acts causing impediments to the Company's operations, network, or systems or acts that are likely to cause such impediments.
- Acts infringing the Company's or a Creator's intellectual property rights.
- Acts that violate laws, ordinances, or public order and morality.
- Other acts that the Company determines are inappropriate.
19. Intellectual Property Rights
- All Content included in the Service is the property of the Company or Users and other content providers and is protected under the laws of Japan and applicable countries as well as international law relating to intellectual property.
- A person shall obtain consent of the Company and applicable Content copyright holders in advance if reproducing, adapting, redistributing, or transmitting to the public the Content of the Service.
- The Company may use, reproduce, adapt, or transmit to the public Content transmitted to the Company by a User in the use of the Service only if the Company has obtained consent of the User.
20. Interruption, Suspension, and Termination of the Service
- The Company may add to, change, or interrupt the Service at any time for any reason.
- If terminating the Service, the Company shall notify the User on a page in the Service at least 30 days before the Company terminates the Service.
- The Company bears no responsibility whatsoever with regard to damages that arise in the case of entry omissions, input mistakes, illegible corrupted text, or the like with respect to information in a request transmitted by a Client where there are no grounds to attribute such responsibility to the Company.
- The Company bears no responsibility whatsoever with regard to system damages (regardless of whether hardware or software) caused by the Client in the use of the Service.
- SSL encryption technology is employed in the Service during the input of information, but there are no guarantees by the Company with regard to security of such input. If by some chance damage is arises without negligence by the Company, the Company bears no responsibility for such damage.
- If the Client causes damage to the Company or a third party by using the Service, the Client shall provide a resolution at its own expense and on its own responsibility and compensate such damage.
- The Company bears no responsibility whatsoever with regard to damages caused by system interruptions, delays, or data loss due to malfunctions in communication lines, computers, or the like, or caused by improper accessing of data. The Company may provide appropriate information and advice to the Client, however, the Company bears no responsibility due to such action.
- The Company bears no responsibility whatsoever with regard to damages caused by violation of these Terms by the Client. If notice is given or a lawsuit is filed by a third party for the infringement of an applicable third party's intellectual property rights by a product delivered in the Service, the Client and the applicable Creator shall cooperate to resolve the applicable case of infringement.
22. Governing Law, etc.
- These Terms are governed by the law of Japan.
- Tokyo District Court is the exclusively agreed court of jurisdiction with regard to disputes arising due to use of the Service.
23. Changes to these Terms These Terms may change without advance notice. Further, if these Terms are changed after the occurrence of a request process in the Service, the terms at the time of the request shall be effective.