Article 1 (Definition)

Unless otherwise specified in these Regulations, the definition of the terms used in these Regulations shall be as set forth in each of the following items:

1. This Site
   https://mitsukijapan.com/th/
2. This Service
   The Service is provided by the Company to users through this site
3. Registered User
   A person who has applied for registration to use this Service by the method specified separately by the Company, and has been registered as a user of this Service by the Company
4. Utilization Agreement
   The agreement concerning use of this Service between a Registered User and the Company as governed by these Regulations
5. Seller
   Those who wish to hand over their own business, or a business in which they are involved, through this Service (hereinafter collectively referred to as the “Business”).
6. Purchasers
   Those who wish to take over the Business through this Service
7. Advisors
   The seller’s advisor and the buyer’s advisor from among the Registered Users.
8. Seller’s advisory agreement
   A business entrustment agreement, established with its content identical to or in compliance with the format prescribed by the Company and executed between the seller as the consignor and the seller’s advisor as the consignee.
9. Purchaser’s advisory agreement
   A business entrustment agreement, established with its content identical to or in compliance with the format prescribed by the Company and executed between the purchaser as the consignor and the purchaser’s advisor as the consignee.
10. Final agreement
    Agreement between the seller and the purchaser stipulating the content, such as the object and range for succession of the Business, consideration for succession of the Business, payment conditions for the consideration of the succession of the Business, execution conditions for the succession of the Business, and any other necessary matters, irrespective of the name of the agreement.

Article 2 (This Service)

1. The Company shall provide users with the services prescribed in these Regulations as this Service. “This Service” means any and all services provided on the Company’s website (including services after any change, regardless of the reason for a change, if the name of the service, the content, etc. are changed).
2. The Company provides users with this Service in order to provide the following environment exclusively:
   （1）Environment that supports the succession of a seller’s business to a purchaser.
   （2）Environment that supports sellers or purchasers searching for a seller’s advisor or a purchaser’s advisor.
   （3）Environment that supports the Business provided to the seller by the seller’s advisor or the Business provided to the purchaser by the purchaser’s advisor
3. The scheme for succession of the Business carried out through this Service, shall be subject to the succession of the Business of the seller succeeded to the purchaser mainly by the method of business transfer, and even if the succession of the Business is made by another scheme, and such scheme is subject to the method that the person who will be involved in the Business after the succession of the Business is only the purchaser.
4. The Company does not stand in a relationship as an agent or a performance assistant of a registered user by providing this Service.

Article 3 (Registration)

1. Those who wish to use this Service agree to comply with these Regulations, and provide certain information stipulated by the Company (hereinafter referred to as the “Registration Items”) in the manner prescribed by the Company, and by agreeing to these Regulations and the personal information protection policy established by the Company, they can apply to the Company to register for use of this Service.
2. A person applying for registration based on the preceding paragraph (hereinafter referred to as the “Applicant for Registration”) represents and warrants to the Company that the Registration Items are true and accurate.
3. The Company shall determine whether an Applicant for Registration is eligible for registration in accordance with the standards of our Company, and if the Company allows the registration, the Company shall notify the Applicant for Registration to that effect. Registration by the Applicant for Registration as a registered user shall be completed upon the notification of the Company in this paragraph.
4. Upon completion of the registration prescribed in the preceding paragraph, a service utilization agreement is established between the Registered User and the Company, and the Registered User can use this Service in accordance with the Service Utilization Agreement.
5. The Company may, at its discretion, refuse to register or re-register use of this Service if it determines that an Applicant for Registration is subject to any of the following items. The Company shall not have any obligation to disclose the reason for such refusal.
   (1)　If all or part of the Registration Items provided to the Company are false, erroneous, incorrect, inaccurate, or omitted.
   (2)　If an Applicant for Registration is an anti-social force (It means organized crime groups, members of organized crime groups, right-wing groups, anti-social forces, and other similar persons. The same shall apply thereafter.), or an organized crime group, a member of an organized crime group, or an applicant who may engage in any kind of exchange or involvement with anti-social forces, such as cooperation or involvement in the maintenance, operation, or management of anti-social forces through funding or other means.
   (3)　If an Applicant for Registration is a person who has violated an agreement with the Company or its related party in the past (including the case where the matters represented and warranted are false or incorrect).
   (4)　If an Applicant for Registration has received the measures set forth in Article 9.
   (5)　In addition, if the Company judges that it is not appropriate for the Company to allow an Applicant for Registration to use this Service.

The Applicant for Registration of use shall accept the Company’s judgement even if the Company does not approve the registration, and may not make any objection to the Company.

Article 4 (Change of the Registration Items)

A Registered User shall notify the Company of any changes to the Registered Items without delay.

Article 5 (Matching Request)

1. 「The purchaser or the purchaser’s advisor wishing to make a notification of a request to match the seller of the “Transfer Item”, may submit a notification to ask the seller to make the matching (hereinafter referred to as the “Matching Request”) by the method of inputting the predetermined items on this site.
2. A purchaser or a purchaser’s advisor who has made a Matching Request as specified in paragraph 1, shall provide the seller’s advisor (if a buyer’s advisor does not exist, the buyer who is the counterparty to the Matching Request) with a Memorandum of Understanding relating to the confidentiality of the information, the content of which is identical to or in compliance with the format prescribed by the Company.

Article 6 (Matching Response)

1. Based on paragraph 1 of the preceding Article, a seller or a seller’s advisor who receives a Matching Request from a purchaser or a purchaser’s advisor who has made a Matching Request, shall respond to the purchaser or the purchaser’s advisor whether the seller or the seller’s advisor accepts the Matching Request or not (hereinafter referred to as the “Matching Response”).
2. The seller or the seller’s advisor who has made a Matching Response as stipulated in paragraph 1 shall provide the purchaser’s advisor (if the purchaser’s advisor does not exist, provide the purchaser) as the counterparty to the Matching Response with a Memorandum of Understanding concerning confidentiality of the information that is identical to or in compliance with the format prescribed by the Company.

Article 7 (Final agreement)

1. The seller or the seller’s advisor and the purchaser or the purchaser’s advisor shall exchange information regarding execution of the Final Agreement utilizing this Service if the seller or the seller’s advisor receives the Matching Request from the purchaser or the purchaser’s advisor based on Article 5, paragraph 1, and the seller or the seller’s advisor shall provide the purchaser or the purchaser’s advisor with a response that complies with the Matching Request based on paragraph 1 of the preceding Article.
2. If the seller or the seller’s advisor, and the purchaser or the purchaser’s advisor, formally agree the succession of the business, the Final Agreement shall be executed between the seller and the purchaser in writing.
3. When the Final Agreement stipulated in the preceding paragraph is executed, the seller’s advisor shall submit a copy of the Final Agreement to the Company by the method designated by the Company within 2 weeks from the execution date of the Final Agreement.
4. When the Final Agreement stipulated in paragraph 2 is concluded, the seller’s advisor and the purchaser’s advisor shall provide the Company with a copy of the document related to the seller’s advisory agreement between the seller’s advisor and the seller or the purchaser’s advisory agreement between the purchaser’s advisor and the purchaser by the method designated by the Company within 2 weeks after the conclusion date of the Final Agreement.

Article 8 (Fee and payment method)

1. When a Registered User uses the paid services provided by the Company, the Registered User shall pay the Company the fee designated by the Company separately as notified by the Company on the website, or by other means and by the payment method designated by the Company. Also, any fees paid will not be reimbursed for any reason, unless the Company acknowledges the need for any reimbursement.
2. The Company may change the fees set forth in the preceding paragraph at its discretion at any time. In such case, the Company shall display the revised fees on the Company’s website, or notify the Registered Users by other means.
3. If a Registered User delays payment of the fees in the preceding two paragraphs, or any other obligations set forth in these Regulations, the Registered User shall pay the fees and other obligations set out in 15. The Registered User shall pay delayed payment damages at the rate of 15.0% per annum to the Company.

Article 9 (Prohibited items)

Registered Users shall not engage in any act that the Company judges to fall under any of the following items when using this Service:

1. Acts that violate the laws and regulations, etc., or acts related to crimes
2. Any fraudulent or threatening act against the Company, other users of this Service, or other third parties
3. Acts contrary to good public order and morals
4. Acts that infringe or may infringe intellectual property rights, portrait rights, privacy, honor, or any other rights or interests of the Company, other users of this Service, or other third parties.
5. Even though the seller or the purchaser has been investigated by the consignee by using this Service, and then making contact with the seller, the seller’s advisor, the purchaser or the purchaser’s advisor for the purpose of taking over of the business without using this Service, or the act of responding to such contact from these persons.
6. Acts that conclude a final agreement using this Service, but do not execute the succession of business without rational reasons
7. Act of disclosing to a third-party information obtained by using this Service (including information obtained by tabulation, processing, analysis, etc.)
8. Act of intentionally or by gross negligence disclosing information through this website, without stating the facts or by stating misrepresentations.
9. Act to display information through this website that may be misinterpreted as more superior or advantageous than it actually is.
10. Acts that impress or embarrass other registered users
11. Act that damages the credibility or honor of the Company or that infringes the Company’s property
12. Acts that discriminate, insult, or slander third parties, or that damage the honor or credibility of any third parties
13. Acts that infringe the intellectual property rights or other rights of the Company or a third party related to this Service
14. Criminal acts or acts that may lead to criminal acts
15. Acts that violate the laws and regulations, or good public order and morals
16. Acts that promote any act that falls under any of the preceding items
17. Through this Service, acts of transmission, etc. of information corresponding to the following, or information that the Company judges to be corresponding to the following, to the Company or other users of this Service:
    1　Information including violent or cruel expressions
    2　Information including computer viruses or other harmful computer programs
    3　Information including expressions that damage or may damage the honor or credibility of the Company, other users of this Service, or other third parties
    4　Information including obscene expressions
    5　Information including expressions that attract or encourage discrimination
    6　Information including expressions that induce or encourage suicide or acts of self-harm
    7　Information including expressions that induce or encourage illegal or improper use of drugs
    8　Information that include anti-social expressions
    9　Information requesting dissemination of information to other third parties, such as chain mail
    10　Information including expressions that make others uncomfortable
    11　Information for the purpose of meeting someone of the opposite sex without acquaintance
    12　Information that can identify or specify a specific individual
18. Acts that place or may place an excessive load on the network or system of this Service.
19. Acts that interfere with or may interfere with the operation of this Service;
20. Acts to illegally access or attempt to illegally access the network or system, etc. that provides this Service
21. Acts impersonating a third party
22. Act of using the ID or password of other users of this Service
23. Promotion, advertising, solicitation, or business conduct contrary to the purpose of this Service on this Service
24. Acts that cause or are likely to cause disadvantage, damage, etc., or discomfort to the Company, other users of this Service, or other third parties.
25. Providing profits to anti-social forces, etc.
26. Acts aimed at meeting the opposite sex without acquaintance
27. Acts that directly or indirectly induce or facilitate the act of any of the preceding items
28. Any other acts that the Company deems to be inappropriate

Article 10 (Suspension of this Service, etc.)

1. The Company may, without prior notice to the Registered Users, suspend or discontinue the provision of all or part of this Service if any of the following items apply.
   (1)　When inspecting, maintaining, repairing or modifying the servers, networks, or other computer systems related to this Service.
   (2)　If a computer, communication line, etc. is stopped or interrupted due to an accident
   (3)　If operation of this Service becomes impossible due to force majeure, such as earthquake, lightning, fire, wind, flood damage, natural disaster, etc.
   (4)　If receiving guidance, recommendations, orders, etc. from the judiciary, the administration, etc. based on the laws and regulations, etc.
   (5)　Other cases where the Company deems it necessary to stop or suspend the Service
2. The Registered Users shall not be exempted from any liabilities and obligations related to this Service to the Company, other users of this Service or other third parties, even after the measures set forth in the preceding paragraph are implemented.
3. Even if the use of this Service is suspended in whole or in part pursuant to paragraph 1, the Registered Users may not claim any objection to the Company, or claim a refund or any other charges against the Company.
4. The Company shall not be held responsible for any damages incurred by the Registered Users as a result of the actions taken by the Company pursuant to this Article.

Article 11 (Attribution of rights, etc.)

1. All intellectual property rights related to the Company’s website and this Service belong to the Company or to those who have granted licenses to the Company, and the license to use this Service based on these Regulations does not constitute a license to use the intellectual property rights of the Registered Users.
2. The Registered Users represent and warrant to the Company that they have the lawful right to post or otherwise transmit any posted data, that the posted data is true and accurate, and that the posted data does not infringe the rights or interests of any third parties.
3. The Registered Users grant to the Company a worldwide, non-exclusive, sublicensable and transferable royalty-free license to use (including use, reproduction, distribution, creation, display and execution of Derivative Works) the posted data.
4. The Registered Users agree not to exercise moral rights against the Company, or any person who has succeeded such rights from the Company, or who has been granted such rights by the Company.

Article 12 (Cancellation of registration)

1. The Company may, without prior notice or demand, delete the posted data, suspend the use of the service for a Registered User, or cancel the Service Utilization Agreement with a Registered User, if the Registered User is subject to any of the following items:
   (1)　If a Registered User violates any provision of this Agreement (This includes cases in which the matters represented or warranted were false or incorrect).
   (2)　If a registration item is found to be false or inaccurate.
   (3)　If a Registered User stops payments or is at risk of insolvency of payment, or due to a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or similar proceedings are filed.
   (4)　If a Registered User does not use the Service for 12 months or longer.
   (5)　If there is no response after 3 days or more to an inquiry by the Company or other contact requesting a reply.
   (6)　If the registered user is subject to any items in Article 3, paragraph 5.
   (7)　In addition, if the Company determines that continuation of the service utilization agreement is not appropriate.
2. If a Registered User is subject to any items in the preceding paragraph, the registered user shall, of course, lose the benefit of time for all debts related to use of this Service owed to the Company, and shall immediately make all payments to the Company.
3. A Registered User shall not be exempted from any liabilities and obligations related to this Service to the Company, other users of this Service, or any other third parties, even after the measures set forth in paragraph 1 have been taken.
4. The Company shall not be liable for any damages incurred by a Registered User as a result of any action taken by the Company pursuant to this Article.

Article 13 (Withdrawal)

1. A Registered User may withdraw from this Service and cancel his / her registration as a registered user by notifying the Company in the manner prescribed by the Company.
2. By withdrawing from the Service, a Registered User shall lose the benefit of time for all debts related to use of this Service owed to the Company, and shall immediately pay all due fees for any and all debts related to the use of the Service owed to the Company, and shall immediately make all payments to the Company.
3. In the case prescribed in the preceding paragraph, the Company shall delete the registration concerning the transfer matter registered by the relevant Registered User.
4. A Registered User shall not be exempted from any liabilities and obligations related to this Service to the Company, other users of this Service, or any other third parties, even after withdrawal from this Service.
5. Even if the user registration is cancelled pursuant to paragraph 1, the Registered User shall not make any objection to the Company or be able to claim a refund of the usage fees, or make any other claims against the Company.
6. The handling of a Registered User’s information after withdrawal shall be in accordance with the provisions of Article 18.

Article 14 (Cancellation of case registration)

1. If the Company judges that a Registered User is subject to any of the items of Article 9, the Company may cancel the case registration of the transfer matter registered by such Registered User by a display on this Site or by sending a notice by e-mail or other methods.
2. Even if the case registration is cancelled pursuant to the preceding paragraph, the Registered User shall not make any objection to the Company, or be able to claim a refund of the usage fees, or make any other claims against the Company.

Article 15 (Change of the content and termination of this Service)

1. The Company may, at its discretion, change the content or terminate provision of this Service. If the Company terminates provision of this Service, the Company shall notify the Registered Users thereof in advance.
2. The Company shall not be held responsible for any damages incurred by the Registered Users as a result of any action taken by the Company pursuant to this Article.

Article 16 (Non-existence of warranties and disclaimers)

1. The Company does not warrant that this Service will meet the specific purposes of the Registered Users, that this Service will achieve expected function, commercial value, accuracy, or usefulness, that the use of this Service by the Registered Users shall comply with the applicable laws and regulations, etc., that the use of this Service will not cause problems, or that the information provided by this Service is true or correct.
2. The Company shall not be liable for any damages whatsoever incurred by the Registered Users in connection with this Service due to down time of the system or server, interruption, suspension, stoppage, system failure, or any change to the provision of this Service by the Company, deletion or loss of posted data, deletion of the registration of the Registered Users, loss of data because of use of this Service, malfunction of or damage to equipment, or for whatever reason, and regardless of default, tort, or other claims.
3. The Company shall not be responsible for any transaction, agreement, communication, negotiation, consultation, dispute, etc. arising between a Registered User and the other Registered Users or third parties in connection with this Service.

Article 17 (Confidentiality, etc.)

1. The Registered Users shall treat any non-public information obtained in connection with the use of this Service as confidential and shall not disclose or divulge such to any third party, without the prior written approval of the Company.
2. The Company shall confirm the existence of acts that violate the laws, regulations, etc. and these Regulations, and in order to properly and smoothly operate this Service, the Company may participate in the communication between the Registered Users through this Service and to view the content of the communication concerned as a party by the method stipulated by the Company.

Article 18 (Handling of the registered users’ information)

Handling of the Registered Users’ information by the Company shall be governed by the personal information protection policy specified separately by the Company, and the Registered Users shall be deemed to have consented to handling of the Registered Users’ information by the Company in accordance with such policy.

Article 19 (Changes of these Regulations)

The Company may change these Regulations at its discretion at any time. If the Company changes these Regulations, the Company shall notify the Registered Users of such changes, and the Registered Users shall be deemed to have agreed to such changes if the Registered Users use this Service, or fail to implement the procedure for deregistration within the period stipulated by the Company after the notice of a change to the content.

Article 20 (Communications and notices)

Inquiries about this Service or other communications or notices from the Registered Users to the Company, and notices concerning changes to these Regulations and other communications or notices from the Company to the registered users shall be made in the manner prescribed by the Company.。

Article 21 (Transfer of the contractual position under the Service Utilization Agreement, etc.)

1. The Registered Users shall not assign, transfer, pledge or otherwise dispose of their contractual position under the Service Utilization Agreement, or their rights or obligations under these Regulations to any third party without the prior written approval of the Company.
2. If the Company transfers the business related to this Service to another company, the Company may transfer the contractual position under the Service Utilization Agreement, the rights and obligations under these Regulations, the registration items of the Registered Users, and other information to the transferee, and the Registered Users agree to such transfer according to this paragraph in advance. The business transfer stipulated in this paragraph shall include all acts for business transfer, company split, and other business transfer.

Article 22 (Compensation for damages)

1. Registered Users shall be liable to compensate the Company immediately for any damages caused to the Company due to a violation of these Regulations.
2. If the Registered Users breach the provisions of Article 9, paragraph 5 or paragraph 6, the Registered Users shall immediately pay a penalty of 1 million THB to the Company.

Article 23 (Confidentiality and personal information)

1. Registered Users shall not disclose any information disclosed by other Registered Users to a third party, other than when disclosing such information between the seller or the buyer and the advisor at the time of using this Service. However, this shall not apply to the information specified in the following items:
   （1）Information that is already publicly known or in the public domain at the time of its disclosure.
   （2）Information that becomes publicly known or in the public domain without the responsibility of the recipient after it is disclosed.
   （3）Information already held by the recipient at the time of its disclosure.
   （4）Information independently developed by the recipient without being based on the information already disclosed.
   （5）Information received legitimately from a third party with the proper authority and without bearing the obligation of confidentiality.
2. If a Registered User is required by the law or a court order to disclose information received from another Registered User, the Registered User may disclose such information to the extent necessary for performance of such obligation notwithstanding the provisions of the preceding paragraph. However, if disclosure has to be made, the Registered User shall notify the other Registered User in advance (in the case of an emergency or unavoidable reasons, promptly after its disclosure).
3. Registered Users may disclose information to qualified individuals, such as attorneys, certified public accountants, certified tax accountants, judicial scriveners, administrative scriveners, or social insurance and labor consultants, to the extent necessary for succession of the business or acceptance of succession of the business, regardless of the provisions of paragraph 1. However, the Registered Users shall have such third party bear the same obligations of confidentiality borne by such Registered Users.
4. The obligation of confidentiality stipulated in the preceding three paragraphs shall survive for 2 years after termination of the Service Utilization Agreement.

Article 24 (Severability)

If any provision of these Regulations is held to be invalid or unenforceable, the remaining provisions or remaining parts shall remain in full force and effect.

Article 25 (Interpretation of these Regulations)

If any doubt as to the interpretation of these Regulations arises, the Company may determine such interpretation within a reasonable range.

Article 26 (Governing law and jurisdiction)

1. These Regulations and the service utilization agreement shall be governed by the laws of Japan.
2. Any and all disputes arising out of or in connection with these Regulations or the service utilization agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.