Japan Market Gateway Co., Ltd.
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, inventory management, order fulfillment in Japan, 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.
The Services are designed for Clients that operate their own online store. Client sells to customers in Japan through its own store and receives the sales proceeds directly. Client grants JMG access to the order data of its store, and JMG ships only orders confirmed as paid. JMG does not collect or hold Client's sales proceeds.
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.
- An IOR Fee is charged monthly for JMG's ongoing legal responsibility as importer, according to the product tier: Standard (general goods and textiles), JPY 20,000 per month; Regulated (food, supplements, and home appliances), JPY 30,000 per month. The tier for other product categories is determined after a Feasibility Report.
5. Fees, Billing, and Payment
5.1 Fees
Fees for the Services are set out on the Site's pricing page, in the applicable Service Order, or in a 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 fees (including the IOR Fee, warehouse storage, and the inventory app fee) are billed in advance. Usage-based charges (such as customs clearance, shipping handling, and pass-through costs) are billed in arrears. The contract fee, 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
- The service agreement has a minimum term of six (6) months from its start date. After the minimum term, it continues on a month-to-month basis and may be cancelled by Client with thirty (30) days' prior written notice. Fees for the notice period are payable. If Client terminates before the end of the minimum term, fees for the remainder of the minimum term 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.
- Before the service agreement ends, Client must arrange, at Client's cost, for unsold inventory held at JMG's facilities to be shipped out, re-exported, or disposed of. Inventory remaining after termination continues to incur storage fees, and inventory not retrieved within ninety (90) days after termination may be disposed of at Client's expense.
- JMG's legal responsibilities as importer for products imported under its name and already sold continue after termination as required by Japanese law. Client remains responsible for, and shall reimburse JMG for, all costs of any recall, claim, or regulatory response relating to such products. Sections 4, 13, and 15 survive termination.
7. Client Obligations
Client agrees to:
- Provide accurate, complete, and up-to-date information.
- Grant JMG access to the order data of Client's online store sufficient to identify paid orders, and keep that access current.
- 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 feasibility reports and inventory reports) 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
Except as expressly stated in these Terms, the Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. JMG does not warrant that the Services will be uninterrupted, error-free, or that any particular commercial result will be achieved.
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
To the maximum extent permitted by law, in no event shall JMG be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
JMG's aggregate liability under these Terms and all Service Orders shall not exceed the fees paid by Client to JMG during the six (6) months immediately preceding the event giving rise to the claim.
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 JMG through the contact form on the Site or to the address designated in the Service Order, and to Client at 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
Japan Market Gateway Co., Ltd.
Suwa, Nagano, Japan
Contact: contact form