Terms of Service

These Terms of Service are established for the purpose of setting forth the rights and obligations of the travel agencies that plan tours to Japan and D2C X Inc. a corporation organized and existing under the laws of Japan with its principal place of business at TOKYO SHIODOME BUILDING, 1-9-1 Higashi-Shimbashi, Minato-ku, Tokyo(Travel Service Arrangement Business No. 20691, registered with the Governor of Tokyo; hereinafter referred to as “D2C X”), a travel service arrangement agency, with respect to the use of D2C X’s travel service arrangement services (hereinafter referred to as the “Services”) for domestic accommodations, experiences, food and beverages, retail, and other services related to tours to Japan (hereinafter collectively referred to as the “Travel Services”).
Travel agencies wishing to use the Services may use the Services only upon agreeing to the terms and conditions of these Terms of Service.

(Purpose)

Article 1 The purpose of these Terms of Service is to set forth the basic terms and conditions of an agreement (hereinafter referred to as an “Individual Contract”) between D2C X and the travel agency that is planning a trip to Japan (hereinafter referred to as the “User”) for the use of the Services, setting forth the scope of their liabilities, to ensure the sound travel of travelers, and to promote the mutual development of the travel industry.

(Position and Responsibilities of Travel Arrangement Agency)

Article 2 With respect to the Services, D2C X, as a travel service arrangement agency, will arrange Travel Services for a trip to Japan planned by the User (hereinafter referred to as the “Tour”).
2. The User agrees and acknowledges, without any objection, that: (i) D2C X will not enter into a contract for the Travel Services with any individual person(s) participating in the Tour (hereinafter referred to as the “Traveler(s)”) on its own or on behalf of the User, and D2C X shall not, in any case, be directly liable to the Travelers for the implementation of the Tour and the arrangement of the Travel Services; and (ii) the Travel Services arranged by D2C X are provided under the responsibility of the entity operating such Travel Services (hereinafter referred to as the “Travel Service Provider”), and D2C X shall not be liable for the quality and content of the Travel Services or for the failure to provide the Travel Services.
3. D2C X may subcontract all or part of its travel arrangement services to a third party in the performance of the Services.

(Formation of Individual Contracts)

Article 3 If the User wishes to use the Services, the User shall agree to these Terms of Service and issue an Order Form stating the necessary information specified by D2C X (including, but not limited to, the itinerary of the Tour (based on Japan time), the content of the Travel Services for which arrangement is requested, the arrangement fee (Japanese yen), and Travelers’ information). Upon issuance of the order confirmation by D2C X (hereinafter referred to as the “Order Confirmation”), an Individual Contract shall be concluded under the terms and conditions of these Terms of Service and the Order Confirmation (hereinafter collectively referred to as these “Terms and Conditions”).
2. In the event of any conflict or discrepancy between the provisions of these Terms of Service and those of the Order Confirmation, the provisions of the Order Confirmation shall prevail. Matters not provided for herein shall be construed and performed in accordance with applicable laws and regulations in Japan or generally established practices in the travel industry.

(Contents of the Services)

Article 4 The Services available are set forth in the following items. The actual Services to be provided by D2C X shall be as specified in the Individual Contract.
(1) Provision of information and services such as planning;
(2) Arrangement of transportation services;
(3) Arrangement of accommodation services;
(4) Arrangement of meals, etc.;
(5) Arrangement of experiences, activities, optional tours, etc.;
(6) Arrangement of guides, interpreters, and other personnel: and
(7) Arrangement and confirmation of other services incidental to the preceding items.

(Duty of Care)

Article 5 D2C X shall perform the Services with the due care of a prudent manager.

(Representations and Warranties of the User)

Article 6 The User represents and warrants to D2C X that, as of the time of conclusion of each Individual Contract, the User is in compliance with all applicable domestic and foreign laws and regulations, as well as orders, circular notices, and guidance of administrative agencies (hereinafter collectively referred to as the “Laws and Regulations”) applicable to the planning and implementation of the Tour by the User, and that the User has obtained all necessary licenses, permits or consents, or responded to required registrations, notifications and other similar acts or procedures. In addition, in using the Services and planning and implementing the Tour, the User shall comply with the provisions of these Terms and Conditions and other Laws and Regulations, and if the User has violated any of the aforementioned, the User shall immediately notify D2C X and provide necessary cooperation.

(Compliance with Laws and Regulations, etc.)

Article 7 D2C X shall not engage in any of the following acts listed below in providing the Services. D2C X may refuse to arrange the Travel Services, even when requested by the User or Traveler, if such arrangements fall under or involve any of the following:
(1) Acts of facilitating or assisting the Travel Service Provider in engaging in activities that violate the Laws and Regulations, or providing conveniences for such activities;
(2) Acts of unduly hindering the safety of transportation services provided by transportation service providers; or
(3) Acts of facilitating or assisting in compelling the Travelers to receive specific services or purchase specific items at travel destinations, or providing conveniences for such compulsory acts.
2. In addition to the provisions of the preceding paragraph, D2C X shall comply with the Travel Agency Act and other domestic Laws and Regulations.
3. If D2C X’s Services violate the laws and regulations of the User’s own country or other foreign countries, the User shall advise or notify D2C X to that effect and cooperate with D2C X in the lawful implementation of the Services. D2C X shall not be liable for any damages incurred by the User, the Travelers, or any other third party as a result of D2C X’s Services violating foreign laws and regulations.

(Receipt of Arrangement Fees)

Article 8 Based on the Individual Contract, D2C X shall issue to the User an invoice stating the arrangement fees, etc., (including consumption tax and local consumption tax, if the arrangement fees, etc., are subject to consumption tax and local consumption tax). The User shall pay the amount stated in the invoice by the payment due date indicated in the invoice through remittance to the bank account designated by D2C X. The User shall bear the costs associated with the remittance.
2. All payments under the Individual Contract by D2C X and the User shall be made in Japanese yen.
3. If the arrangement fees, etc., are subject to consumption tax and local consumption tax, the consumption tax and local consumption tax shall be stated in the Order Confirmation or quotations with respect to the Individual Contract.

(Commencement of the Services)

Article 9 D2C X shall commence providing the Services as set forth in the Individual Contract after confirming the full payment of the arrangement fees by the User under the Individual Contract.
2. The User shall promptly respond to D2C X’s request for disclosure of details, etc., necessary for D2C X to provide the Services as stipulated in the Individual Contract.
3. If the User fails to pay all or part of the arrangement fees, D2C X shall be under no obligation to provide the Services, and D2C X shall not be liable for such non-performance. The same shall apply if the User fails to respond to D2C X’s request for information disclosure set forth in the preceding paragraph consequently resulting in D2C X being unable to provide all or part of the Services.

(Amendments to Individual Contracts)

Article 10 The User acknowledges and agrees in advance that D2C X may change all or part of the Individual Contract (including, but not limited to, the content of the Tour and the arrangement fees) if any of the following events occurs after the conclusion of the Individual Contract:
(1) If there is an increase or decrease in the number of the Travelers or if the User requests a change in the plan for the Tour;
(2) If the Travel Services scheduled to be arranged cannot be arranged due to being fully booked , no vacancies, business closure, or other unavoidable reasons, and it is necessary to change the plan for the Tour;
(3) If, due to natural disasters, war, labor disputes, or other unavoidable reasons, the performance of the Services under the Individual Contract becomes wholly or partially impossible, or the implementation of the Tour is deemed to significantly lack safety; or
(4) If it is reasonable or unavoidable to make changes to the Individual Contract.

(Increase in Arrangement Fees)

Article 11 The User acknowledges and agrees in advance that D2C X may increase the arrangement fees specified in an Individual Contract if any of the following events occurs after the conclusion of the Individual Contract.:
(1) If, due to significant changes in economic conditions, natural disasters, or other justifiable reasons, the usage fees for transportation, accommodation, and other facilities or services for the Travel Services increase beyond the normally expected level compared to the usage fees at the time of conclusion of the Individual Contract;
(2) If, due to significant changes in economic conditions, natural disasters, or other justifiable reasons, there is a change in the contractual terms and conditions with the Travel Service Provider, and the usage fees for the Travel Services increase accordingly; or
(3) If the usage fees for Travel Services increase due to other reasons similar to the preceding items.

(Settlement of Difference in Arrangement Fees)

Article 12 The method for settling arrangement fees in the event of a change in the Services specified in the Individual Contract under the preceding two Articles shall be as follows.
(1) If the arrangement fees are reduced, D2C X shall refund the difference to the User.
(2) If the arrangement fees are increased, the User shall pay the difference to D2C X.
(3) Payments pursuant to the preceding two items shall be made by remittance to the bank account designated by the recipient, and the remittance fee shall be borne by the User.

(Travel Itinerary Management)

Article 13 D2C X will cooperate with the User in good faith regarding the necessary measures or arrangements for alternative services for the performance of the travel itinerary management duties that the User is responsible for to the Travelers.
2. If additional costs are incurred as a result of the necessary measures or alternative services set forth in the preceding paragraph, such costs shall be borne by the User.

(Position and Responsibilities of Tour Conductor)

Article 14 If the User engages a tour conductor for the Tour, who may be employed directly by the User or arranged separately by the User, the User shall have such tour conductor supervise the activities of the Travelers during the Tour and cooperate with the performance of duties by D2C X and the guide (limited to cases where the appointment of a guide is required under the Individual Contract).

(Explanation to Travelers)

Article 15 The User shall explain to the Travelers in advance that D2C X cannot accept arrangements for Travel Services directly from the Travelers without going through the User.

(Safety Management)

Article 16 In providing the Services, D2C X shall request the Travel Service Providers to comply with the Laws and Regulations and take reasonable measures for safety management (including inspection and maintenance, establishment of safety management regulations, employee training, and insurance coverage) in order to ensure the safety of the Travelers. D2C X may request the User to disclose information regarding the Travelers in order to make such requests to the Travel Service Providers.
2. The User shall comply with the Laws and Regulations and take reasonable measures for safety management in order to ensure the safety of the Travelers.

(Accident Agreement)

Article 17 In the event of accidents or other unforeseen circumstances that may occur in the provision of the Services as set forth in the Individual Contract, D2C X and the User shall cooperate with each other in taking measures, actions, and resolutions, regardless of whether either party is liable.

(Confidentiality and Protection of Personal Information)

Article 18 D2C X and the User shall keep confidential, with the due care of a prudent manager, any and all business, technical, financial and management information of the other party obtained in connection with the use of the Services (including personal information; hereinafter referred to as the “Confidential Information”), and shall not disclose, provide, or leak the Confidential Information to any third party without the prior written consent of the other party, nor use the Confidential Information for any purpose other than the performance of the Individual Contract. However, the following information shall not be included in the Confidential Information (hereinafter, the party disclosing the Confidential Information shall be referred to as the “Disclosing Party” and the party receiving the Confidential Information shall be referred to as the “Receiving Party”);
(1) Information that was already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party;
(2) Information that is already publicly known at the time of disclosure by the Disclosing Party, or information that becomes publicly known thereafter without any fault of the Receiving Party;
(3) Information obtained by the Receiving Party from a third party with legitimate authority without being obligated to maintain confidentiality; and
(4) Information independently developed by the Receiving Party without using the Confidential Information.
2. Notwithstanding the provisions of the preceding paragraph, the Receiving Party may disclose information requested to be disclosed pursuant to the provisions of the Laws and Regulations. In such cases, the Receiving Party shall disclose the information only to the extent requested, and shall promptly notify the Disclosing Party of such request to the extent permitted by the Laws and Regulations.
3. Notwithstanding the provisions of the main clause of paragraph 1 of this Article, the Receiving Party may disclose the Confidential Information to its officers and employees who need to know the Confidential Information for the performance of the obligations under the Individual Contract, as well as to professionals such as attorneys, certified public accountants, or tax accountants who are obligated to maintain confidentiality in their professional duties. In such cases, the Receiving Party shall impose on such persons obligations equivalent to the confidentiality obligations under this Article and ensure that they comply with such obligations.
4. If the Confidential Information is no longer necessary for the performance of obligations under the Individual Contract, the Receiving Party shall, upon request from the Disclosing Party, return the Confidential Information to the other party or take measures in accordance with the Disclosing Party’s instructions.
5. D2C X will strictly manage the personal information of the Travelers acquired in the course of providing the Services with the due care of a prudent manager, and will not use the personal information for any purpose other than providing the Services.

(Compensation for Losses)

Article 19 The User shall be liable for any and all damages caused to D2C X, the Travel Service Provider, the Travelers, or other third parties due to reasons attributable to the User (including claims against D2C X by the Travel Service Providers, the Travelers, or other third parties, and legal fees).
2. D2C X shall not be liable for any disputes between the User and the Travelers, unless such disputes are due to reasons attributable to D2C X.
3. If the User incurs damages due to reasons attributable to D2C X, D2C X shall compensate the User only for ordinary damages to a reasonable extent that have actually occurred as a direct result of such reasons (excluding damages for loss of opportunity, lost profits, and other consequential damages). The maximum amount of such compensation shall be limited to the higher of the amount of arrangement fees actually received by D2C X from the User with respect to the Individual Contract that caused the liability, or the amount of insurance money received by D2C X from the insurance company with respect to such cause.
4. If the User delays payment of any debt owed to D2C X under an Individual Contract, the User shall pay to D2C X damages calculated at the rate of 14.6% per annum on the amount of the outstanding debt (prorated on the basis of a 365-day year).

(Disclaimer)

Article 20 Notwithstanding the provisions of paragraph 3 of the preceding Article, D2C X shall be liable for the Services only to the extent limited in accordance with the provisions of these Terms of Service. D2C X shall not be liable for any matters that D2C X does not warrant or assume responsibility for in each provision of these Terms of Service, or for any matters that are the responsibility of the User, the Traveler, or the Travel Service Provider.
2. Notwithstanding the provisions of paragraph 3 of the preceding Article, or any provisions of the Individual Contract or any other agreement, if the performance of the Services is hindered by natural disasters (including, but not limited to, typhoons, tsunamis, earthquakes, floods, windstorms, lightning strikes, and salt damage), fire, infectious diseases, epidemics, enactment or amendment of laws and regulations, orders or dispositions by public authorities, or other acts of the government, accidents of transportation or communication lines, or other events beyond the reasonable control of D2C X, D2C X shall not be liable for any damages incurred by the User due to such causes.

(Termination of Contract)

Article 21 If the User violates these Terms and Conditions, D2C X shall provide written notice to the User to remedy such violation within a reasonable period of time, and if such violation is not remedied even after the lapse of such reasonable period of time, D2C X may terminate all or part of the Individual Contract.
2. Notwithstanding the provisions of the preceding paragraph, D2C X may terminate all or part of the Individual Contract (however, if any of items (8) through (13) below apply, only the applicable Individual Contract) immediately without any notice to the User if any of the following events occurs:
(1) If the User is subject to seizure, provisional seizure, provisional disposition, public auction, or disposition for delinquent payment of taxes and public dues, etc.;
(2) If the User is subject to, or has filed, a petition for bankruptcy, civil rehabilitation, corporate reorganization, or special liquidation;
(3) If any bills or checks drawn or accepted by the User is dishonored and has been punished with suspension of payment transactions;
(4) If, in addition to the preceding three items, there are reasonable grounds to believe that the User’s financial condition has deteriorated or is likely to deteriorate
(5) If the User is subject to a business suspension order or registration revocation by the competent government agency;
(6) If the User resolves to discontinue or change its business or dissolve operations;
(7) If the User commits an act that violates public order and morals or any other act of misconduct that harms reputation, credit, property, etc.;
(8) If the User requests termination of the Individual Contract;
(9) If it is recognized that the User or the Traveler has committed or is likely to commit an act that violates the Laws and Regulations or public order and morals, and it is likely to hinder the implementation of the Tour or the smooth performance of the Services;
(10) If, in the judgment of D2C X or the guide appointed by D2C X for the Tour, the implementation of the Tour is deemed to significantly lack safety for the Travelers or be inappropriate due to potential harm to social reputation, etc.;
(11) If, due to reasons not attributable to D2C X, all or part of the Travel Services scheduled for the Tour become unavailable;
(12) If, due to natural disasters, war, labor disputes, or other unavoidable reasons, the implementation of the Tour or the performance of the Services becomes wholly or partially impossible, or is deemed to significantly lack safety;
(13) If, due to changes in circumstances, etc., it is determined that the performance of the Services will cause significant loss to D2C X;
(14) If any other event similar to the preceding items occurs.
3. If D2C X terminates the Individual Contract due to reasons attributable to the User pursuant to the preceding two paragraphs (including, but not limited to, termination pursuant to paragraph 1 and items (1) through (7) of paragraph 2), D2C X shall not refund any arrangement fees received from the User under the terminated Individual Contract, regardless of the reason.
4. If D2C X terminates the Individual Contract due to reasons not attributable to the User pursuant to paragraph 1 or 2, D2C X shall refund to the User the arrangement fees received from the User under the terminated Individual Contract to the extent of the total amount of (i) the arrangement fees for the Travel Services not yet arranged at the time of termination, and (ii) the refund due to cancellation of the Travel Services already arranged at the time of termination. Such refund shall be made by remittance to the bank account designated by the User, and the remittance fee shall be borne by the User.
5. The provisions of the preceding four paragraphs shall not preclude D2C X from claiming damages against the User.

(Exclusion of Organized Crime Groups)

Article 22 The User represents and warrants that it does not currently or will not in the future fall under any of the following items.
(1) The User itself or any of its officers is a member of an organized crime group, a person for whom five years have not yet passed since ceasing to be a member of an organized crime group, an associate member of an organized crime group, an organized crime group-affiliated company, a corporate racketeer, a group engaging in criminal activities under the pretext of conducting social campaigns, a crime syndicate specialized in intellectual crimes, or equivalent person (hereinafter collectively referred to as an “Organized Crime Group Member”).
(2) The User has a relationship in which an Organized Crime Group Member is recognized to control the management.
(3) The User has a relationship in which an Organized Crime Group Member is recognized to be substantially involved in the management.
(4) The User has a relationship in which it is recognized to be using an Organized Crime Group Member for the purpose of acquiring a wrongful profit for itself or a third party, or causing loss or damage to a third party.
(5) The User has a relationship in which it is recognized to provide funds or convenience to an Organized Crime Group Member.
(6) Any of the User’s officers or any person substantially involved in the User’s management has a relationship with an Organized Crime Group Member that should be socially condemned.
2. The User warrants that it will not engage in any of the following acts by itself or through a third party.
(1) Violent acts of demand;
(2) Acts of unreasonable demands beyond legal entitlement;
(3) Acts involving threatening behavior or violence in relation to transactions;
(4) Acts of damaging the trust or obstructing the business of the other party by circulating false rumors or by the use of fraudulent schemes or force; or
(5) Any other acts equivalent to the preceding items.
3. If the User violates the preceding two paragraphs, D2C X may terminate all or part of the Individual Contract immediately without any notice or demand. In such cases, the provisions of paragraph 3 of the preceding Article shall apply mutatis mutandis.
4. D2C X shall not be liable for any damages incurred by the User due to termination under the preceding paragraph.
5. Termination under paragraph 3 of this Article shall not preclude D2C X from claiming damages against the User for damages incurred by D2C X.

(Assignment of Contractual Status under Individual Contracts)

Article 23 The User shall not allow a third party to succeed to the contractual status under an Individual Contract, or assign, transfer, or encumber all or part of the rights and obligations under the Individual Contract to a third party without the prior written consent of D2C X.
2. If D2C X assigns the business related to the Services to another company, D2C X may assign the contractual status, rights, and obligations under the Individual Contract to the assignee of the business assignment, and the User hereby consents in advance to such assignment in this paragraph. The business assignment as set forth in this paragraph shall include any company split or other transfer of business.

(Changes to these Terms of Service)

Article 24 D2C X may change the content of these Terms of Service at any time, and the changed Terms of Service shall apply to Individual Contracts concluded after the date of change.

(Severability)

Article 25 If any provision of these Terms and Conditions or any part thereof is held to be invalid or unenforceable under the Laws and Regulations, the remaining provisions of these Terms and Conditions and the remaining parts of any provisions held to be invalid or unenforceable shall continue to remain in full force and effect.

(Governing Law)

Article 26 These Terms and Conditions shall be governed by and construed in accordance with the laws of Japan.

(Court with Jurisdiction)

Article 27 All disputes, controversies, or differences of opinion that may arise in connection with these Terms and Conditions shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The place of arbitration shall be Tokyo, Japan, and the language to be used in the arbitration shall be Japanese.

(Matters Not Stipulated)

Article 28 Matters not provided for in these Terms and Conditions and any doubts arising from the interpretation of these Terms and Conditions shall be settled amicably by D2C X and the User in good faith.

(Reference Time and Response Time)

Article 29 Time used with respect to these Terms of Service and the provision of the Services shall be based on Japan Standard Time (GMT+9:00), unless otherwise specified.
2. D2C X’s response time for inquiries, etc., from Users, Travelers, etc., shall be from 10:00 a.m. to 5:00 p.m. on weekdays (meaning Monday through Friday, excluding national holidays in Japan).

(Travel Services Handling Manager)

Yuiko Sugawara

Effective November 1, 2024