Service Agreement

Remote Power Networks
Last Updated: October 13, 2026

1. Purpose and Scope

This Service Agreement (“Agreement”) sets out the general terms under which Remote Power Networks (“RPN,” “we,” “us,” or “our”) provides business consulting and support services to its clients (“Client”).

RPN supports international businesses exploring and developing business opportunities in Japan. Services may include market research, market entry assessment, partner search, business development support, localization, and related activities.

The specific services to be provided under an engagement will be defined in a separate written proposal, quotation, statement of work (“SOW”), or other document agreed upon by RPN and the Client.

This Agreement is intended to serve as a general contractual framework. It becomes binding on the parties when they enter into it through a mutually agreed method of acceptance, subject to applicable law.

2. Services

Depending on the engagement, RPN may provide services including:

Japan Market Entry Assessment
Japan Market Research
Japan Partner Search
Partner Search and Outreach
Japan Business Support
Business communication and localization support
Other related services agreed upon in writing

The scope, deliverables, schedule, assumptions, exclusions, and fees for each engagement will be specified in the relevant proposal or SOW.

RPN will perform the agreed services with reasonable care and professional diligence.

Any services outside the agreed scope may require a separate quotation, revised SOW, or written agreement.

3. Fees and Payment

The fees, currency, payment schedule, payment method, and applicable taxes will be specified in the relevant proposal, quotation, invoice, or SOW.

Unless otherwise agreed in writing:

The Client is responsible for paying the agreed fees in accordance with the stated payment schedule.
RPN may invoice the Client according to the payment milestones or schedule agreed for the engagement.
Reasonable expenses incurred specifically for the engagement, including travel, translation, third-party research, or other approved expenses, will be charged only as agreed with the Client.
Any applicable taxes, bank charges, and international transfer fees will be allocated as specified in the relevant agreement or invoice.

If a payment is overdue, RPN will notify the Client and provide a reasonable opportunity to resolve the issue. Where permitted by the agreement and applicable law, RPN may suspend work until overdue amounts are paid.

4. Client Responsibilities

The Client agrees to:

Provide accurate, complete, and timely information reasonably required for the services.
Identify its objectives, priorities, budget, and relevant business requirements.
Respond to requests for information, feedback, and approvals within a reasonable time.
Ensure that information and materials supplied to RPN may lawfully be used for the engagement.
Make its own business, investment, supplier selection, and contracting decisions.
Obtain any internal approvals, licenses, or professional advice required for its activities.

RPN will not be responsible for delays or additional work resulting from incomplete information, delayed decisions, or other matters within the Client's reasonable control.

Any material effect on the agreed scope, timeline, or fees will be discussed with the Client.

5. Market Research and Partner Search

Where the services involve market research, supplier identification, partner search, introductions, or outreach, RPN will use reasonable efforts to carry out the agreed activities.

The Client acknowledges that:

Market information and business conditions may change over time.
Information obtained from third parties may not always be independently verifiable.
RPN cannot guarantee the availability, suitability, reliability, or performance of any prospective partner, supplier, distributor, customer, or other third party.
Introductions and outreach do not guarantee a response, meeting, negotiation, agreement, or commercial relationship.
The Client is responsible for conducting any due diligence it considers necessary before entering into a transaction or relationship with a third party.

Unless expressly agreed in writing, RPN does not act as the Client's legal representative, investment adviser, agent authorized to bind the Client, or guarantor of a third party's obligations.

6. Deliverables and Revisions

Deliverables, if any, will be identified in the relevant proposal or SOW.

These may include research summaries, market assessments, target lists, reports, recommendations, communication materials, or other agreed outputs.

The Client must review deliverables within the review period specified in the relevant SOW. If no review period is specified, the parties will agree on a reasonable period.

Any revision process, acceptance criteria, or additional work will be governed by the relevant proposal or SOW.

Requests that materially change the agreed objectives or deliverables may be treated as additional services and may incur additional fees, subject to prior agreement.

7. No Guarantee of Business Results

RPN provides professional business support and advisory services. RPN does not guarantee any particular commercial outcome.

Unless expressly agreed otherwise in a separate written agreement, RPN does not guarantee:

Entry into or success in the Japanese market.
Sales, revenue, profitability, investment returns, or market share.
The identification or selection of a successful business partner.
A response from prospective partners or customers.
The conclusion of any contract, distribution agreement, investment, or other business transaction.

Business results depend on multiple factors, including market conditions, the Client's products and services, pricing, execution, and decisions made by the Client and third parties.

The Client retains responsibility for its business decisions and commercial activities.

8. Confidentiality

Each party may receive non-public business, technical, financial, commercial, or other confidential information from the other party during an engagement (“Confidential Information”).

The receiving party agrees to:

Use Confidential Information only for the purposes of the engagement.
Protect it using reasonable care.
Disclose it only to personnel or professional advisers who need to know it for the engagement and are subject to appropriate confidentiality obligations.
Not disclose it to other parties without the disclosing party's consent, except where disclosure is required by law.

Confidential Information does not include information that the receiving party can demonstrate:

Is or becomes publicly available through no breach of this Agreement.
Was lawfully known to the receiving party before disclosure.
Is lawfully received from a third party without a confidentiality obligation.
Is independently developed without using the disclosing party's Confidential Information.

If disclosure is legally required, the receiving party may disclose the required information and, where legally permitted, will provide prior notice to the disclosing party.

These confidentiality obligations continue after the engagement ends for as long as the information remains confidential, subject to applicable law.

9. Intellectual Property

Each party retains ownership of intellectual property it owned or developed independently before the engagement.

Unless otherwise agreed in writing:

RPN retains ownership of its pre-existing methodologies, frameworks, templates, know-how, processes, and general materials.
The Client retains ownership of materials and information it provides to RPN.
Ownership and permitted use of engagement-specific deliverables will be specified in the relevant proposal or SOW.

Upon full payment of all applicable fees, the Client may use the deliverables for the purposes agreed in the relevant proposal or SOW.

No rights to third-party materials, software, trademarks, or other intellectual property are transferred except as expressly permitted by the relevant rights holder.

Neither party may use the other party's name, logo, or trademarks in public marketing or promotional materials without prior permission, except where otherwise agreed in writing or permitted by law.

10. Privacy and Personal Information

Each party will handle personal information in accordance with applicable data protection and privacy laws.

The parties will use personal information exchanged during an engagement only for legitimate purposes connected with the engagement or as otherwise lawfully agreed.

RPN's website Privacy Policy governs the handling of personal information collected through the website, as described in that policy. It does not replace any separate privacy or data processing terms that may be required for a particular engagement.

Each party is responsible for ensuring that it has the necessary authority and legal basis to provide personal information to the other party.

11. Third-Party Services and Introductions

RPN may communicate with or introduce the Client to prospective partners, suppliers, service providers, or other third parties as part of an agreed engagement.

Unless expressly agreed in writing, those third parties are independent entities and are not employees, representatives, or subcontractors of RPN merely because RPN introduces them.

Any subsequent agreement or transaction between the Client and a third party is entered into at their own discretion and is subject to their separate terms.

RPN is not responsible for a third party's independent acts, omissions, products, services, representations, or contractual performance, except to the extent that applicable law provides otherwise.

12. Limitation of Liability

To the extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, or consequential losses arising from the engagement, including loss of profits, anticipated savings, or business opportunities.

To the extent permitted by applicable law, RPN's aggregate liability arising out of or in connection with a particular engagement will not exceed the total fees paid or payable to RPN for that engagement during the twelve (12) months preceding the event giving rise to the claim.

The above limitations do not apply to liability that cannot lawfully be excluded or limited, including where applicable liability arising from fraud, willful misconduct, or other circumstances for which limitation is prohibited by law.

Any additional exclusions, limitations, or liability arrangements must be expressly agreed in writing and must comply with applicable law.

13. Term and Termination

The term of an engagement will be specified in the relevant proposal or SOW.

Either party may terminate an engagement in accordance with the termination provisions agreed in writing.

If no termination procedure has been agreed, either party may request termination by giving reasonable written notice to the other party.

A party may terminate the engagement by written notice if the other party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice, where the breach is capable of remedy.

Upon termination:

The Client will pay fees for services performed and approved expenses incurred up to the effective termination date, subject to the agreed payment terms and applicable law.
Each party will return or securely dispose of the other party's Confidential Information where reasonably requested, subject to legal, regulatory, and legitimate record-retention requirements.
Any provisions intended by their nature to continue after termination will remain effective.

Any advance payments, cancellation fees, or refunds will be handled in accordance with the relevant proposal or SOW and applicable law.

14. Independent Contractor

RPN acts as an independent service provider.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency between the parties.

Neither party may enter into a contract or make a commitment on behalf of the other party unless expressly authorized in writing.

15. Force Majeure

Neither party will be responsible for a delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, widespread communications or infrastructure failures, or other comparable events.

The affected party will notify the other party within a reasonable time and use reasonable efforts to minimize the effects of the event.

If the event materially prevents performance for an extended period, the parties will discuss appropriate adjustments or termination of the affected engagement.

16. Notices and Communications

Formal notices relating to an engagement must be sent using the contact details or communication method specified in the relevant proposal, SOW, or written agreement.

Routine project communications may take place by email or another communication method agreed by the parties.

Each party is responsible for keeping its contact information reasonably up to date.

17. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of Japan, without regard to conflict-of-law principles, except where applicable law requires otherwise.

The parties will first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith discussions.

If the dispute cannot be resolved through discussion, it will be submitted to a court of competent jurisdiction in Japan, subject to applicable law and any mandatory jurisdictional rules.

18. General Provisions

This Agreement and the relevant proposal, quotation, SOW, and other documents expressly incorporated into it constitute the agreement between the parties concerning the relevant engagement.

If there is any inconsistency between this Agreement and a specific proposal or SOW, the order of precedence will be determined by the relevant written agreement. Where no order of precedence is specified, the parties will seek to interpret the documents consistently.

Any amendment to this Agreement must be agreed in writing by both parties.

If any provision is found to be invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

A failure or delay by either party to exercise a right does not constitute a waiver of that right.

Neither party may assign this Agreement to another party without the other party's prior written consent, except where otherwise permitted by applicable law or expressly agreed in writing.

19. E-Commerce and Product Sales

This Agreement primarily concerns RPN's business consulting and support services.

Product purchases, jewelry sales, and other e-commerce transactions are subject to the applicable sales terms, order conditions, and mandatory legal requirements for the relevant transaction.

Unless expressly agreed in writing, this Agreement does not replace the terms governing product descriptions, pricing, payment, shipping, customs duties, cancellations, returns, refunds, or consumer rights for individual purchases.

20. Contact Information

For questions regarding RPN's services or this Service Agreement, please contact RPN through the Contact page:

Remote Power Networks
Website: https://r-power.net/