Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you or the entity you represent (“Client,” “you,” or “your”) and Japan Market Gateway Co., Ltd. (“JMG,” “we,” “us,” or “our”), governing your access to and use of the website jmgateway.com (the “Site”) and all related services, including Importer of Record, customs clearance, warehousing, domestic fulfillment, marketing localization, feasibility reports, and consulting (collectively, the “Services”).

By accessing the Site, requesting a consultation, purchasing a feasibility report, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Eligibility

The Services are offered to businesses and legal entities only. You represent and warrant that: (a) you are at least 18 years of age; (b) you have full legal capacity to enter into a binding contract; and (c) your use of the Services will not violate any applicable law.

3. Description of Services

JMG provides end-to-end operational support for brands entering or operating in the Japanese market. Specific Services are described on the Site and in individual service agreements, statements of work, or plan descriptions (“Service Orders”). In the event of a conflict between these Terms and a Service Order, the Service Order governs.

4. Importer of Record Services

Where JMG agrees to act as Importer of Record (“IOR”) for Client's goods, the following additional provisions apply:

• JMG will act as the legal importer in Japan and assume customs declaration responsibilities for the goods listed in the applicable Service Order.
• Client must provide accurate, complete, and timely product information, including HS codes, ingredient lists, certifications, test reports, and any documentation required by Japanese law (including, as applicable, the Food Sanitation Act, the Pharmaceutical and Medical Device Act, the Electrical Appliance and Material Safety Act, the Household Goods Quality Labeling Act, and the Customs Act).
• Client is ultimately responsible for ensuring that its products are legally importable into Japan and meet all applicable regulatory, labeling, and safety requirements.
• JMG reserves the right to refuse or cease IOR services for any product that, in our reasonable judgment, (i) does not comply with Japanese law, (ii) poses a safety or regulatory risk, or (iii) has been misrepresented by Client.
• Client shall indemnify JMG for any fines, penalties, duties, taxes, or losses arising from inaccurate, incomplete, or misleading product information provided by Client.

5. Fees, Billing, and Payment

5.1 Fees

Fees for the Services are set out in the applicable Service Order, plan description, or quote. All fees are stated in Japanese yen (JPY) unless otherwise specified and are exclusive of Japanese consumption tax, duties, shipping charges, and third-party costs (which are charged at cost or with a disclosed handling fee).

5.2 Billing

Monthly plan fees are billed in advance. Variable charges (such as shipments in excess of plan volume, storage overage, or pass-through costs) are billed in arrears. Feasibility reports and other one-time services are billed upon order.

5.3 Payment Terms

Unless otherwise agreed in writing, invoices are due within fifteen (15) days of issuance. Late payments accrue interest at the statutory rate under the Civil Code of Japan or 14.6% per annum, whichever is higher, from the due date until paid in full.

5.4 Taxes

Client is responsible for all taxes, duties, and governmental charges associated with the Services, other than taxes on JMG's net income. JMG will collect Japanese consumption tax where required.

5.5 Non-Refundable Fees

Except as expressly stated, fees paid are non-refundable. Feasibility report fees are non-refundable once the report has been delivered.

6. Cancellation and Termination

• Monthly plans may be cancelled by Client with thirty (30) days' prior written notice. Fees for the notice period are payable.
• Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice.
• JMG may suspend or terminate the Services immediately if Client (i) fails to pay undisputed invoices when due, (ii) provides false or misleading information, (iii) requests importation of prohibited or non-compliant goods, or (iv) becomes insolvent or subject to bankruptcy proceedings.
• Upon termination, Client must arrange for the retrieval or disposal of any inventory held at JMG's facilities within thirty (30) days, subject to continued payment of storage fees. Inventory not retrieved within ninety (90) days may be disposed of at Client's expense.

7. Client Obligations

Client agrees to:

• Provide accurate, complete, and up-to-date information.
• Comply with all applicable laws of the country of export, Japan, and any country of destination.
• Ensure that products are properly packaged and labeled for international shipment and Japanese market sale.
• Not request JMG to import goods that are prohibited, restricted, counterfeit, infringing, hazardous, or non-compliant.
• Maintain appropriate product liability insurance, where reasonably available, for products sold into Japan.
• Cooperate with JMG in responding to regulatory inquiries, product recalls, or customer complaints.

8. Prohibited Products

JMG will not import or handle products that violate Japanese law or our internal compliance policies, including but not limited to: narcotics and controlled substances; firearms, weapons, and ammunition; counterfeit goods; unapproved pharmaceuticals; hazardous materials without proper classification; wildlife products restricted under CITES; and any product the sale of which is prohibited in Japan.

9. Intellectual Property

9.1 JMG IP

The Site, the Services, and all related content, software, trademarks, logos, methodologies, and documentation (including reports, playbooks, and templates) are owned by JMG or its licensors and are protected by intellectual property laws. Nothing in these Terms transfers ownership to Client.

9.2 Client IP

Client retains all rights in its trademarks, brand assets, product information, and other materials provided to JMG (“Client Materials”). Client grants JMG a non-exclusive, royalty-free, worldwide license to use Client Materials solely to provide the Services.

9.3 Deliverables

Unless otherwise agreed in a Service Order, deliverables customized for Client (such as storefront copy, localized content, and campaign creative) are licensed to Client for its use in connection with the Services; underlying tools, methods, and know-how remain JMG's property.

10. Confidentiality

Each party agrees to protect the other's confidential information with the same care it uses for its own confidential information of like importance, and to use such information only for purposes of these Terms. Confidentiality obligations survive termination for five (5) years. Confidential information does not include information that is (i) publicly available without breach, (ii) independently developed, (iii) rightfully received from a third party, or (iv) required to be disclosed by law.

11. Disclaimers

Feasibility reports, consulting opinions, and regulatory guidance provided by JMG reflect our good-faith analysis based on information available at the time, but do not constitute legal advice and are not guarantees of import approval or market success.

12. Limitation of Liability

The foregoing limitations do not apply to liability arising from (i) willful misconduct or gross negligence, (ii) breach of confidentiality, (iii) indemnification obligations, or (iv) any liability that cannot be limited under applicable law.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless JMG, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of these Terms or applicable law; (b) inaccurate, incomplete, or misleading information provided by Client; (c) product defects, product liability claims, or recalls involving Client's products; (d) intellectual property infringement claims relating to Client Materials; and (e) duties, taxes, fines, or penalties arising from Client's goods.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, earthquakes, typhoons, fires, floods, epidemics or pandemics, war, terrorism, civil unrest, governmental actions, port closures, customs delays, carrier disruptions, cyberattacks, or utility failures. Payment obligations for Services already performed are not excused.

15. Insurance

Each party shall maintain commercially reasonable insurance coverage appropriate to its obligations. Without limitation, JMG maintains standard warehouse and operational coverage; however, Client is responsible for cargo insurance and product liability insurance relating to its goods unless otherwise agreed in writing.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Japan, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, controversy, or claim arising out of or relating to these Terms shall first be addressed through good-faith negotiation. If not resolved within thirty (30) days, the dispute shall be finally resolved by arbitration administered by the Japan Commercial Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Tokyo, Japan. The language of arbitration shall be English. The award shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17. Assignment

Client may not assign or transfer these Terms, in whole or in part, without JMG's prior written consent. JMG may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

18. Notices

Notices under these Terms must be in writing and sent to inquiry@jmgateway.com (for JMG) or to the email address Client has provided. Notices are deemed received on the business day after transmission.

19. Entire Agreement

These Terms, together with the Privacy Policy and any applicable Service Order, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications relating to the subject matter.

20. Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. A waiver of any term on one occasion shall not constitute a waiver of any other term or the same term on a future occasion.

21. Changes to the Terms

JMG may update these Terms from time to time. Material changes will be communicated through the Site or by email at least thirty (30) days before taking effect (except where changes are required by law or relate to new features). Continued use of the Services after the effective date constitutes acceptance.

22. Language

These Terms are prepared in English. If a translation is provided for convenience, the English version shall prevail in case of discrepancy.

23. Contact