TERMS AND CONDITIONS
These Terms and Conditions (the “Terms”) govern the provision of services by LPA Administrative Scrivener Corporation (“LPA”, “we”, “our” or “us”) to any person or entity requesting or purchasing services from LPA (“Client”).
By requesting, engaging or using our services, placing an order through our website, accepting a quotation or checking an acceptance box, Client agrees to be bound by these Terms.
1. Services
1.1. LPA may provide administrative, regulatory, document procurement, authentication and other professional services as described on our website, in a quotation, order confirmation, engagement communication or otherwise agreed between LPA and Client (the “Services”).
1.2. The description, scope, price, options and other conditions stated on the relevant product page, quotation or other written confirmation form part of the agreement for the relevant Services.
1.3. If additional work is required outside the agreed scope, LPA will inform Client and, where appropriate, obtain Client’s approval of the additional scope, fees or expenses before proceeding.
1.4. Unless expressly included in the agreed scope, the Services do not include legal, tax, accounting or other professional advice outside LPA’s permitted professional scope.
2. Online Orders
2.1. An order submitted through our website constitutes a request for LPA to provide the selected Services.
2.2. LPA may decline or cancel an order where, for example:
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the requested Service cannot legally or practically be provided;
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the information provided is insufficient or incorrect;
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required identity or compliance checks cannot be completed;
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the selected Service is not appropriate for the document or procedure concerned;
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an obvious pricing or technical error has occurred; or
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accepting the order would be inconsistent with applicable law or professional obligations.
2.3. Where LPA cancels an order before commencing substantive work for reasons not attributable to Client, amounts paid for Services not provided will be refunded, subject to any non-refundable third-party costs already incurred and applicable law.
3. Use of Third Parties and Affiliates
3.1. LPA may, where reasonably necessary for the performance of the Services, engage third parties, affiliated entities or outside professionals to perform or assist with the Services.
3.2. The Services may be performed or assisted by LPA’s affiliated offices or related professionals, including LPA Judicial Scrivener Office, LPA Registered Foreign Law Corporation and LPA Law Office (Foreign Law Joint Enterprise), where necessary or appropriate for the relevant matter.
3.3. LPA may also use translators, notaries, couriers, formalities providers and other external service providers where required for the Services.
3.4. Where additional professional services outside the agreed scope are required, separate fees or engagement terms may apply.
4. Client Cooperation
4.1. Client shall provide, in a timely manner, all information, documents, identification materials, supporting evidence, approvals and other cooperation reasonably required for the performance of the Services.
4.2. Client represents that information and materials provided to LPA are, to the best of Client’s knowledge, true, complete and accurate.
4.3. Client shall promptly notify LPA of any material change affecting the Services.
4.4. LPA shall not be responsible for delays, rejection, correction, re-filing, re-submission, additional costs or other consequences to the extent caused by inaccurate, incomplete or late information or documents provided by Client or by Client’s failure to cooperate.
4.5. Where additional work becomes necessary because of information subsequently provided or circumstances not reasonably apparent at the outset, additional fees may apply. LPA will inform Client before undertaking material additional work.
5. Identity Verification and Compliance
5.1. Client shall provide any information or documentation reasonably required by LPA for identity verification, client verification, conflict checks, anti-money laundering procedures or other legal, regulatory or professional compliance requirements.
5.2. LPA may request additional information concerning Client, the person instructing LPA, the person concerned by a document or procedure, or the purpose of the requested Services.
5.3. If required verification or compliance procedures cannot be satisfactorily completed, LPA may decline to commence, suspend or terminate the Services.
6. Eligibility and Authority
6.1. Where a Service concerns another person, company, property or other third party, Client is responsible for providing any evidence of authority, relationship, legitimate interest or eligibility required to obtain the relevant document or perform the relevant procedure.
6.2. Certain documents and records are subject to statutory access restrictions. Payment for a Service does not guarantee that the relevant authority will accept Client’s eligibility or issue the requested document.
6.3. If additional documents or procedures are required to establish eligibility, LPA will inform Client and may propose additional Services and fees.
7. Original Documents
7.1. Certain Services require original documents to be provided to LPA.
7.2. Where an original is required, Client shall send it to the address specified by LPA using an appropriate postal or courier service.
7.3. Unless otherwise stated, Client is responsible for the cost and risk of sending original documents to LPA until they are received by LPA.
7.4. Client shall not alter, write on, unstaple or otherwise modify an original document where doing so could affect its acceptance by an authority.
7.5. LPA may decline to submit a document that appears altered, damaged, incomplete, expired or otherwise unsuitable for the requested procedure.
8. Fees, Taxes and Expenses
8.1. Fees for the Services shall be those displayed on our website, quoted, confirmed or otherwise agreed with Client.
8.2. The applicable consumption tax and total amount payable will be indicated in connection with the relevant order or invoice.
8.3. Unless expressly included in the applicable price, Client shall bear reasonable and necessary third-party and out-of-pocket expenses incurred in connection with the Services, including:
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governmental or administrative fees;
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filing and certification fees;
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revenue or tax stamps;
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notarial or professional third-party charges;
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translation fees;
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postage and courier charges;
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transportation and travel expenses; and
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other necessary external costs.
8.4. Where a fixed online price expressly includes certain governmental or third-party costs, those costs will not be charged separately.
8.5. LPA will seek Client’s approval before incurring material additional expenses that were not included in the agreed price or reasonably contemplated by the Service.
9. Payment
9.1. Online orders shall generally be paid at the time of purchase.
9.2. For other Services, Client shall pay fees and expenses by the payment date stated in the applicable quotation, invoice, engagement communication or other notice.
9.3. LPA may require advance payment, a deposit or payment of estimated expenses before commencing or continuing the Services.
9.4. If Client fails to pay an amount when due, LPA may suspend commencement or further performance of the Services until payment is received.
10. Cancellation and Refunds
10.1. Client may request cancellation before LPA commences work.
10.2. Where cancellation is requested before work has commenced, LPA will refund amounts paid for the cancelled Services, subject to any non-refundable third-party expenses already incurred and applicable law.
10.3. Once work has commenced, fees paid are generally non-refundable to the extent corresponding to work already performed, commitments made or expenses incurred.
10.4. Certain Services may provide a specific refund option on the relevant product page. Where such a specific refund provision applies, it will prevail over this Section in relation to that Service.
10.5. No refund will generally be due merely because:
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a search produces no matching record;
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an authority refuses, rejects or delays an application;
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a requested document does not contain the information Client expected;
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Client no longer requires the Service after work has commenced; or
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the outcome depends on matters outside LPA’s control,
unless otherwise stated for the relevant Service or required by applicable law.
10.6. Nothing in these Terms limits any cancellation, withdrawal, refund or other consumer right that cannot lawfully be excluded or restricted.
11. Document Searches and Procurement
11.1. Where LPA is engaged to search for or obtain a document, record, certificate, publication or other information, the Service fee covers the search or procurement work described for the relevant Service.
11.2. LPA does not guarantee that:
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a requested record exists;
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a relevant publication can be identified;
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a document is publicly or legally obtainable;
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electronic access is available;
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a registry or authority is currently able to issue the document; or
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the record contains particular information.
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11.3. Where additional records are required, including because a property consists of multiple parcels, several historical records are necessary or family relationships must be established through additional documents, LPA will inform Client of any additional fees before proceeding.
12. Processing Times
12.1. Any processing or delivery time stated on our website, in an order confirmation or otherwise communicated by LPA is an estimate only unless expressly stated otherwise.
12.2. Processing times may be affected by matters outside LPA’s control, including:
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governmental or registry processing times;
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pending registration applications;
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public holidays;
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system availability;
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requests for additional information;
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third-party processing;
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postal or courier delays; and
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changes in applicable procedures or practices.
12.3. LPA does not guarantee completion by a particular date unless expressly agreed in writing.
13. Delivery
13.1. Where physical delivery is requested, Client is responsible for providing a complete and accurate delivery address.
13.2. Delivery times are subject to the processing times and conditions of the selected postal or courier provider.
13.3. International delivery may be subject to customs procedures, local restrictions, taxes, duties or other charges in the destination country. Unless otherwise stated, such charges are Client’s responsibility.
13.4. Where available, LPA may provide a scanned PDF copy of a completed document before or instead of physical delivery.
13.5. LPA will take reasonable care in arranging delivery but shall not be responsible for delay, loss or damage caused by an independent postal or courier provider except to the extent required by applicable law.
14. Translation and Explanations
14.1. Where translation is included or separately ordered, the type of translation provided will be the type selected or otherwise agreed with Client.
14.2. Non-certified translations are provided for information and general business purposes unless otherwise agreed.
14.3. Where a translation is described as certified by LPA or by an external translator, the certification is limited to the form of certification expressly stated for the relevant Service.
14.4. An explanation of a Japanese document, where included, is intended to assist Client in understanding the principal information appearing in the document.
14.5. Unless expressly agreed otherwise, such explanation does not constitute comprehensive legal due diligence, title investigation, legal opinion or advice concerning the legal consequences of the document.
15. Standard of Performance
LPA shall perform the Services in good faith and with the care ordinarily expected of a prudent professional in the relevant field.
16. No Guarantee
16.1. Client acknowledges that the outcome of the Services may depend on determinations, discretion, review practices, processing times, policy changes and other actions of governmental authorities or third parties.
16.2. LPA does not guarantee any particular outcome, including:
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approval or denial;
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issuance or non-issuance;
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registration or non-registration;
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certification or non-certification;
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availability of a particular record;
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acceptance of a document by a foreign authority; or
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any particular processing or delivery period.
16.3. Client is responsible for confirming, where relevant, the requirements of the authority or organisation to which a document will ultimately be submitted.
17. Confidentiality
17.1. Each of Client and LPA shall keep confidential non-public information obtained from the other in connection with the Services and shall use such information only to the extent reasonably necessary to perform, receive, administer or enforce the Services.
17.2. LPA may disclose confidential information to its personnel, affiliated professional entities, contractors, service providers and professional advisers where reasonably necessary for the Services and subject to appropriate confidentiality obligations.
17.3. Confidentiality obligations shall not apply to information that:
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is publicly available other than as a result of a breach of confidentiality;
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was lawfully obtained from another source without confidentiality restriction;
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was already lawfully known to the receiving party; or
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must be disclosed pursuant to applicable law, professional obligation, court order or governmental request.
18. Personal Information
18.1. LPA shall handle personal information in accordance with applicable data protection laws and LPA’s Privacy Policy.
18.2. Client acknowledges that performance of the Services may require personal information to be disclosed to governmental authorities, professional service providers, affiliated professional entities and other persons involved in the relevant matter, as described in the Privacy Policy.
19. Anti-Social Forces
19.1. Either Client or LPA may immediately refuse, suspend or terminate the Services if the other party:
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is or is connected with an organized crime group or other anti-social force;
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uses fraud, violence, intimidation or threats;
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falsely represents a connection with anti-social forces;
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unlawfully damages or threatens the reputation or credit of the other party; or
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unlawfully interferes or threatens to interfere with the business of the other party.
19.2. The terminating party shall not be liable for loss resulting from termination under this Section to the extent permitted by applicable law.
20. Suspension and Termination
20.1. LPA may suspend or terminate all or part of the Services where:
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Client fails to make payment when due;
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Client fails to provide necessary information, documents or cooperation;
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identity verification or compliance procedures cannot be completed;
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information provided appears materially inaccurate or misleading;
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Client requests LPA to take action that LPA considers unlawful or inappropriate;
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continuing the Services would be inconsistent with LPA’s professional obligations;
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performance becomes impossible or impracticable; or
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termination is permitted under Section 19.
20.2. Either party may terminate the Services where the other materially breaches these Terms and fails to remedy the breach within a reasonable period after notice, where a cure is reasonably possible.
20.3. Upon termination, Client shall remain responsible for:
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fees corresponding to Services already performed; and
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expenses and third-party costs already incurred or committed.
20.4. Any refundable balance shall be dealt with in accordance with Section 10.
21. Limitation of Liability
21.1. To the fullest extent permitted by applicable law, LPA shall be liable only for direct and actual loss caused by LPA’s breach of its obligations.
21.2. Except in cases of LPA’s willful misconduct or gross negligence, and subject to any mandatory law providing otherwise, LPA’s aggregate liability arising out of or in connection with the relevant Services shall not exceed the amount of fees actually paid to LPA for those Services.
21.3. Except in cases where exclusion is prohibited by applicable law, LPA shall not be liable for indirect, consequential, incidental, special or punitive damages or loss of profit, opportunity or anticipated benefit.
21.4. Nothing in these Terms excludes or limits liability or consumer rights to the extent that such exclusion or limitation is prohibited by applicable law.
22. No Assignment
Client may not assign or transfer its rights or obligations under these Terms without LPA’s prior written consent.
LPA may transfer these Terms in connection with a transfer of business, reorganization or transfer to an affiliated entity, provided that such transfer does not materially prejudice Client’s rights.
23. Electronic Communications
23.1. Client and LPA may communicate, exchange documents, give instructions and approvals, and enter into binding arrangements by electronic means, including email and electronic platforms, unless otherwise required by law.
23.2. Electronic copies and records may be relied upon to the extent permitted by applicable law.
24. Changes to These Terms
24.1. LPA may revise these Terms from time to time.
24.2. Revised Terms will apply to Services requested or ordered on or after the effective date stated in the revised Terms.
24.3. Where LPA proposes to apply an amendment to Services already in progress, the amendment will apply only to the extent agreed with Client or otherwise permitted under applicable law.
25. Governing Law and Jurisdiction
25.1. These Terms and the Services shall be governed by the laws of Japan.
25.2. Subject to any mandatory jurisdiction rules applicable to Client, the Tokyo District Court shall have exclusive jurisdiction as the court of first instance over disputes arising out of or in connection with these Terms or the Services.
26. Severability
If any provision of these Terms is held to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force to the extent permitted by law.
27. Entire Agreement and Priority
27.1. These Terms, together with the relevant product page, quotation, scope confirmation, order confirmation, invoice, engagement communication and any specific written terms agreed for the Services, constitute the agreement between Client and LPA for the relevant Services.
27.2. If a specific written term relating to a particular Service conflicts with these general Terms, the specific term shall prevail in relation to that Service.
28. Acceptance
By placing an order, requesting or using the Services, accepting a quotation, or checking an acceptance box, Client acknowledges that Client has read, understood and agrees to be bound by these Terms.
29. Contact
LPA Administrative Scrivener Corporation
HAT. Building, 7F
6-3-20 Akasaka, Minato-ku
Tokyo 107-0052, Japan
Email: mishikawa@lpalaw.com