BANDAI SPIRITS CO., LTD. (hereinafter referred to as the "Company" or "We") has established this Membership Agreement (hereinafter referred to as this "Agreement") for purposes of registration for membership to PREMIUM BANDAI website located at https://p-bandai.com/eu/ (hereinafter referred to as the "Website" or "PREMIUM BANDAI").
Information about the Company
BANDAI SPIRITS CO., LTD.
G-BASE Tamachi, 5-29-11, Shiba, Minato-ku, Tokyo, 108-0014, Japan, joint stock company with capital of 300,000,000.00 JPY, registered in Tokyo Legal Affairs Bureau under number 010501042212
Email address: firstname.lastname@example.org
In order to register as a Member (as defined below), it is necessary to carefully read and agree to the terms and conditions described below. People under the age of 18 as of the date of registration may not register as Members.
By proceeding to register as a Member, you represent and warrant that you meet all eligibility requirements. Before you begin to use the Service (as defined below), you will need to complete the membership registration.
Please carefully read the terms and conditions of this Agreement for the PREMIUM BANDAI membership below before registering as a Member. Upon the completion of the membership registration, you expressly accept and agree to be bound by this Agreement, by ticking the checkbox provided.
Please note that the seller of the goods to be sold on PREMIUM BANDAI is Bandai S.A.S., which belongs to the same group as the Company BANDAI SPIRITS CO., LTD. The sale between the Member and Bandai S.A.S requires your prior registration as a Member and is subject to the prior acceptance of the terms and conditions laid down within the Purchase of Goods Agreement established by Bandai S.A.S. which is available here.
Article 1 General Provisions
This Agreement is executed by and between the Member (as defined below) and the Company in connection with the use of the Service (as defined below).
The Member may use the Service only if the Member agrees to each provision of this Agreement.
"Member" or "You" means the person who has agreed to this Agreement and has applied for membership registration in accordance with the procedures prescribed by the Company, and whose application for membership has been approved by the Company.
"Service" means the services in general provided on "PREMIUM BANDAI", the shopping portal site operated by the Company, including sales of goods by Bandai S.A.S., providing product information, membership privileges, and content provided by Bandai S.A.S.
Article 2 Membership Registration
- A person interested in membership may apply for membership registration from the membership registration page of PREMIUM BANDAI in accordance with the method separately specified by the Company. One (1) member ID (hereinafter referred to as "Member ID") may be obtained for each person free of charge. Receipt of the Company's e-mail indicating completion of the membership registration process is the only confirmation that membership registration has been approved. It may take some time to complete the membership registration.
Once the membership registration has been approved by the Company, the Member will be entitled to use the Service, including the possibility to purchase goods on PREMIUM BANDAI in accordance with the Purchase of Goods Agreement.
- The Company may refuse or cancel the approval of membership registration for any of the following reasons:
- If it is found that the applicant has previously had membership cancelled due to any act in violation of this Agreement or for any other legitimate reason evidenced by the Company;
- If false statements are included in the membership registration application;
- If the Company may legitimately consider that the applicant has any interaction or involvement with any fraudulent, abusive, or otherwise illegal activity (including without limitation, inclusion or placement on any denied parties, specially designated nationals, blocked persons, or restricted parties list provided by any EU or foreign governmental entity or agency), that may be legitimate grounds for refusal or termination of your membership, and you may be reported to appropriate law-enforcement agencies, according to applicable law and regulations;
- If the Company determines that the applicant is under the age of 18.
Article 3 Use of Service
Your membership is personal to you, and you may not sell, give, or otherwise transfer your membership to anyone else. If the Company determines or suspects, in our sole discretion, that you have attempted to sell, give, or otherwise transfer your membership, we may, among other things, terminate your membership.
Article 4 Suspension of Use of Service and/or Cancellation of Membership Registration
- The Company may, in respect of the severity of the act committed by the Member, suspend use of the Service and/or cancel membership registration with notifying the Member thereof in advance within a reasonable notice period for any of the following reasons:
- If it is found that the Member has previously had membership cancelled or suspended due to any act in violation of this Agreement or for any other legitimate reason evidenced by the Company;
- If the Member whose use of Service and/or membership has been suspended or cancelled, registers again for a new membership under a different name;
- If the Member fails to make prompt payment for obligations, such as payment of the fee for the Service, or fails significantly to perform any obligation under this Agreement;
- If despite unsuccessful attempts of the Company to reach the Member, the Company cannot contact the Member due to reasons that are attributable to the Member and has not received a reply from the Member within thirty (30) days after the notification sent to the Member pursuant to Article 2, Paragraph 5 of the Purchase of Goods Agreement;
- If the Member performs any act described in Article 5 (Prohibited Acts) of this Agreement and evidenced by the Company;
- If the Member has not used the Service for two (2) year or more; or
- If the Member otherwise violates this Agreement, a separate rule established by the Company to which the Member expressly agreed prior to the conclusion of the Contract or an agreement between the Member and the Company.
- If the membership registration is canceled pursuant to the preceding paragraph, the Member may not thereafter use the Service. However, the Member may contact the PREMIUM BANDAI customer support to appeal the suspension or cancellation if he/she believes it was done in error or is not legitimate (through this link).
Article 5 Prohibited Acts
The Member agrees to refrain from any of the following acts:
- Any act of entering false information relating to any registration when using the Service;
- Any act preventing the operation of the Service or likely to otherwise interfere significantly with the Service;
- Any act utilizing the Service by fraudulently using a credit card;
- Any act misusing the Member ID and password;
- Any act making unjustified demands beyond legal liabilities;
- Any act causing or likely to cause any harm, disadvantage or damage to other Members, any third party, or the Company;
- Any act infringing or likely to infringe any intellectual and industrial property rights such as trademarks, copyright, privacy or any other rights of other Members, any third party, or the Company;
- Pre-selling (defined below) a PREMIUM BANDAI online exclusive item (i.e. an item that Company sells exclusively online), including items that may be obtained with or without Company's permission, is expressly prohibited. "Pre-selling" means listing or advertising (either directly or through a third party) a Company online exclusive item prior to the date that Company delivers the product to you;
- Any act of purchasing of Goods that would not be for personal use only, as commercial resale is strictly prohibited;
- Any act violating this Agreement, offending public order and morals, or violating laws and regulations, or any act duly evidenced by the Company to carry such risk; and
- Any act of creating more than one PREMIUM BANDAI account for the same person.
Article 6 Management of Member ID and Password
- The Member will be responsible for the management of the Member ID and password personally set by the Member. The Member agrees to: (a) immediately notify us on our Contact Page (which is available here) of any known or suspected unauthorized use of your Membership ID, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username or password, and (b) ensure that you exit from PREMIUM BANDAI at the end of each session.
- The Member will not assign, rent or disclose the Member ID and password to any third party.
- The Member will be responsible for damage caused by inadequate management of the Member ID and password resulting in an error in use thereof, or use thereof by a third party due to the Member's negligence.
- In the event that the Member has knowledge that the Member ID or password are being or have been fraudulently used by a third party or otherwise compromised, the Member will immediately inform the Company thereof.
Article 7 Notification of Change by the Member
In the event that there is any change in the address, name, telephone number, and other identifying information provided by the Member to the Company, the Member will promptly notify the Company thereof in accordance with a method separately designated by the Company which is available here.
Article 8 Termination by the Member
- In the event that the Member desires to withdraw from membership and/or terminate the Service for any reason, the Member may withdraw from the membership at any time in accordance with a method separately designated by the Company on PREMIUM BANDAI which is available here.
If there are undelivered goods when the Member decides to withdraw from membership, the obligations of the Member under this Agreement and under the Purchase of Goods Agreement referring to the purchase of goods will survive until the shipment of such goods by the Company and the payment therefor by the Member are completed.
It is specified that any order of good(s) placed by the Member before his withdrawal from membership will remain governed by the Purchase of Goods Agreement (including notably the shipment of the goods and their payment).
In any case, the privileges already acquired (and whose required conditions are met by the Member) before his decision to withdraw from membership remain acquired to the Member.
- Membership withdrawal shall not affect the Company's right to assert any claim it may have against the Member under this Agreement or otherwise, including without limitation any claim for fraud or breach of contract, regardless of whether the basis of such claim is discovered before or after the membership withdrawal process is completed. In the same way, the Membership withdrawal shall not affect the Member's right to assert any claim it may have against the Company under this Agreement.
Article 9 Rights
- The Member may not, without obtaining permission from the right holder, use any information provided through the Service or any component of the Website (including without limitation software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos) outside the applicable legal framework.
- In the event that it would be established that any problem occurs from a violation by the Member of the provisions of this Article, the Member agrees to resolve such problem at the Member's own expense, and in a manner that will not cause any harm or damage to the Company.
Article 10 Change, Suspension, Termination of Service by the Company
- In the event that the Company deems it necessary or appropriate, the Company may, in respect of the severity of the act committed by the Member, change, suspend, or terminate all content of the Service, including the terms and conditions of privilege awards, by providing the Member with reasonable prior notice and in any case except for the privilege awards already acquired (and whose required conditions are met by the Member) before the end of the notice period's notification.
It is specified in any case that any order of good(s) placed by the Member before the modification, suspension or termination of Service will remain governed by the Purchase of Goods Agreement (including notably the shipment of the goods and their payment).
- Notwithstanding the Company's right to suspend or terminate the Service as set forth herein, if the Company makes a change as set forth in Paragraph 1 of this Article, such change will not affect sales contracts concluded prior to the change using the Service or the use of privileges already in place.
- If the Company deems it necessary or appropriate, the Company may terminate the Service at any time by announcing it on PREMIUM BANDAI with reasonable prior notice.
In any case, the Member will continue benefiting from the privilege awards already acquired before the end of the notice period's notification, and that the Member shall have used before the end of the notice period' s notification.
- As from the effective termination of the Service (after the end of the notice period), all privileges will become invalid, and the Company will not be obliged to make any payments or exchanges for such privileges, provided that the Member is given a reasonable prior notice to use its privileges acquired before the termination of the Service.
Article 11 Other Disclaimers
- There may be cases where the Company temporarily suspends, discontinues or aborts the provision of the Service under the circumstances indicated below.
- It is necessary to urgently perform fault recovery or maintenance of the Service;
- It becomes impossible to operate the Service due to force majeure such as notably natural disasters and power outages; or
- The Company judges that the Service should be suspended due to any accident or difficulty at any company outsourced and used by the Company, such as a payment agency company, shipping logistics company or information and communications company.
Article 12 Limitation of Liability
The Company is liable for willful misconduct and gross negligence.
Even if the non-performance of the Agreement is due to gross negligence or willful misconduct, the damages only include what is an immediate and direct consequence of the non-performance.
Further, the Company is liable for the negligent breach of obligations, whose fulfillment is essential to enable the ordinary implementation of the contract, whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the Member may rely on regularly.
In the last-mentioned case and except for gross negligence or willful misconduct, the Company is only liable for the damages which were foreseen or could have been foreseen at the time of conclusion of the contract, within the limits permitted by the regulations applicable towards a consumer. The same applies to breaches of duty by our vicarious agents.
The abovementioned exclusions of liability do not apply in case of damage of life, body and health. In any case, the liability pursuant to the product liability law remains unaffected and if any remains applicable.
Article 13 Force Majeure Event
Neither the Company nor the Member shall be held liable in the case where the breach or delay in the performance of any of their obligations under this Agreement derives from a force majeure event within the meaning of Article 1218 of the French Civil Code.
Article 14 Contact Method
Contact from the Member to the Company will be accepted only if submitted using the inquiry method designated by the Company which is available here. The Member may also contact us by email at the following address: email@example.com.
Article 15 Data Protection
Article 16 Scope and Change of Agreement
- This Agreement will be applied to use of the Service by the Member; provided, however, that if there are other terms and conditions particularly agreed to in writing by the Company and the Member for any specific aspect of the Service, such terms and conditions will prevail over this Agreement, unless otherwise stated in such a writing.
- The Company may update and change this Agreement in a non-material manner by informing the Member thereof in advance with a reasonable notice period. The amendment of this Agreement will then take effect when the revised Agreement is posted on PREMIUM BANDAI, without effect for the sales contracts concluded prior to the change with regard notably to the use of the Service or privileges already in place. It is specified that the Agreement may be kept by anyone visiting PREMIUM BANDAI, by downloading a PDF version of the Agreement by clicking here or by printing it out.
Regarding the use of the Service for the sales contracts concluded after the change of this Agreement, the revised Agreement will apply. However, the Company will never materially change this Agreement without the prior consent of affected Members.
Article 17 Severability, Interpretation
If any provision of this Agreement or any part thereof is deemed invalid or unenforceable by a court of competent jurisdiction applying applicable laws and regulations, the remaining provisions of this Agreement and the remaining portion of the provision found to be invalid or unenforceable will continue to be fully effective, subject to the hypothesis of the nullity of an essential clause of the Agreement or the interdependence of the contractual stipulations likely to lead to the cancellation of all or part of the Agreement.
Notwithstanding the above, the invalid provision is to be taken as being replaced and interpreted so as to best accomplish the objective of such enforceable or invalid provision within the limits of applicable law or applicable court decisions. The same applies if there is a gap in the provisions of this Agreement.
Article 18 Governing Law, Language
- The service and this Agreement will be interpreted in accordance with Japanese law without regard to the conflicts of laws provisions thereof. In the event the Member acts as a consumer, this shall only apply to the extent that this does not deprive the Member from its protection by mandatory statutory provisions of the country in which the Member has its habitual place of abode, and under French law the provisions of the French Consumer Code notably.
- The contract language is French. In the event that this Agreement is translated into languages other than French, the French-language version will prevail if the Member is a French resident.
Article 19 Dispute Resolution
In the event of any dispute between the Member and the Company deriving from this Agreement, the parties have the possibility to find an amicable solution, in which case the Member is invited to contact the Company.
Please visit here to submit a request to us.
The Member is informed that he has the possibility to resort to any alternative dispute resolution method and in particular to a French mediation procedure by contacting the mediator whose details and website are available on this page.
The European Commission provides a platform for online dispute resolution which is available here, that you may access in case of any dispute with the Company.
In any case, any dispute arising out of the formation, conclusion, validity, interpretation, execution or termination of this Membership Agreement and their consequences between the Company and the Member may be submitted by either party to the competent courts in accordance with applicable law.