Respo Pay Terms of Use
Article 1 (Application of these Terms)
1. These Respo Pay Terms of Use (hereinafter referred to as "these Terms") apply to all aspects of the use of the Respo Pay service (hereinafter referred to as "the Service") provided by Hello, Inc. (hereinafter referred to as "the Company").
2. These Terms and Conditions shall constitute a part of the Respo Terms of Service. Unless otherwise specified herein, the definitions of terms used herein shall be the same as those defined in the Respo Terms of Service. In addition to these Terms and Conditions, member stores must comply with the Respo Terms of Service.
3. In the event of any conflict between these Terms and the Respo Terms of Use, these Terms shall prevail.
Article 2 (Definitions)
The meanings of the terms used in these Terms shall be as defined in each of the following items.
(1) “Sales Claim” means a request for advance payment of settlement amounts or a request for purchase of receivables related to settlement amounts.
(2) "Merchant" means an individual, corporation, or organization that applies to the Company to join this service and operates a restaurant whose use has been approved by the Company.
(3) "Payment Company" means credit card companies, telecommunications carriers, convenience store payment companies, electronic payment service providers, other companies that provide payment methods, and businesses that, on behalf of such companies, conclude agreements with restaurants regarding the use of payment methods, as well as other partner companies.
(4) "Payment Service" means a service that enables settlement of fees for products or services sold or provided by the restaurant, through collection agency operations or transmission processing of information necessary for settlement performed by payment companies partnered with the Company, as well as services incidental thereto.
(5) "Payment Service Agreement" means the agreement and other regulations established by the payment company in relation to this Merchant Agreement.
(6) "Payment Method" means credit card payment, mobile carrier payment, convenience store payment, electronic payment (hereinafter referred to as "Electronic Payment"), and other payment methods designated by the Company and the payment company, which can be used through this service.
(7) "Settlement Amount" means the price of products or services and other costs subject to settlement.
(8) "Settlement Transaction" means the settlement of the settlement amount between the restaurant and the user through this service.
(9) "Goods and services" refer to the items and services (hereinafter simply referred to as "sales") sold or provided by the merchant to the users.
(10) "Laws and Regulations" means laws, notifications, guidelines, and other judicial and administrative regulations.
(11) "This Merchant Agreement" means the agreement concerning the use of payment services concluded between the payment company and the restaurant based on these Terms and the payment service agreement.
(12) "This Agreement" means the agreement concerning the use of this service concluded between the Company and the restaurant based on these Terms.
(13) "User" means an individual or corporation that intends to purchase products or services from the restaurant using a payment method.
Article 3 (Application for Use and Formation of this Agreement)
1. Merchants wishing to use the Service must submit an entry sheet to the payment company using the method specified by the Company. If the merchant passes the payment company's screening process, they can apply to use the Service by agreeing to the payment service terms set by the payment company and following the application method specified by the Company.
2. The Company may, at the time of application for use or whenever it deems necessary, conduct identity verification procedures by means of an identification document such as a driver’s license, and the Merchant shall comply with such procedures.
3. The Merchant shall provide the information specified by the Company at the time of the application for use described in paragraph 1, and shall promptly notify the Company of any changes to such information after the execution of this Agreement. The Company shall bear no liability for any damages incurred by the Merchant as a result of the failure to provide such notification.
4. When the Company notifies the merchant that it has accepted the application for use as set forth in paragraph 1, this agreement shall be concluded between the Company and the merchant, and at the same time, this merchant agreement shall be concluded between the payment company and the merchant. The Company may, at its discretion, refuse to accept the application for use and shall not be obligated to disclose the reasons for refusing the application for use.
Article 4 (Preparations)
1. Merchants shall apply to the Company for the loan of a payment terminal by the time they begin using this service, using the method specified by the Company. The Company will loan a payment terminal free of charge to merchants who meet the criteria separately determined by the Company. For merchants who do not meet the said criteria, the Company will loan a payment terminal for a fee, subject to payment of the terminal fee separately determined by the Company.
2. In addition to the provisions of the preceding paragraph, the merchant shall, at its own expense and responsibility, prepare, by the time of commencement of use of the Service, the computer system and other systems specified by the Company (hereinafter referred to as "the System") necessary for settlement transactions, in accordance with the specifications set forth by the Company. Furthermore, the merchant shall, at its own expense and responsibility, prepare and maintain all communication equipment, software, and other equipment necessary to receive the Service, and the same shall apply if the Company changes the terms and conditions of the Service. In this case, the Company shall not be liable for any damages incurred by the merchant due to the merchant's failure to prepare and maintain communication equipment, etc.
3. The Company shall notify the Merchant of the activation in accordance with the procedures separately specified, and the date of such activation notice shall be the start date of the Service. However, if there is a separate agreement between the Company and the Merchant, the agreed-upon date shall be the start date of the Service.
4. The restaurant shall manage the payment terminal with the care of a diligent manager and shall not transfer or allow any third party to use the payment terminal. Furthermore, the restaurant shall not damage, disassemble, or engage in any form of reverse engineering or other analysis of the equipment or software used in the system, including the payment terminal and application. The restaurant shall also comply with the instructions for handling the payment terminal and shall not use it for purposes or in manners other than those specified in the provided guidelines.
5. If the Payment Terminal becomes unusable due to battery depletion (excluding terminals with removable batteries), malfunction, damage, or other reasons, the Merchant shall report the matter to the Company using the method specified by the Company. The Company shall, at no cost, replace the Payment Terminal only if the report is made within one month from the delivery of the Payment Terminal and if the Company recognizes that the issue did not arise due to the Merchant's fault, or if the Company otherwise deems it appropriate; in all other cases, replacement shall be subject to a fee. In such cases, the Merchant shall follow the Company’s instructions regarding the handling of the unusable Payment Terminal. The Company shall not be liable for any damages resulting from the Payment Terminal becoming unusable due to battery depletion, malfunction, damage, or other reasons, regardless of whether the warranty period has expired, the Merchant is at fault, or for any other reason.
6. The Merchant shall use the Payment Service in accordance with the Payment Service Terms and Conditions established by the Payment Company. In the event that the Merchant violates the Payment Service Terms and Conditions and, as a result, receives any claim for damages or other demands from the Payment Company, the Merchant shall handle such claims at its own expense and responsibility, and the Company shall not bear any liability.
7. After the commencement of providing this service, we may change the terms of use of this service in light of instructions from the payment company or the merchant's usage of this service. If a merchant does not agree to such changes, the merchant must request cancellation within 10 business days from the date of receiving notification of the change in terms of use from us. If the merchant does not request cancellation within 10 business days, the merchant will be deemed to have accepted the revised terms of use of this service without objection.
8. If the Company determines that the Merchant has lost or damaged the payment terminal due to intent or negligence, the Company may claim from the Merchant, as liquidated damages, an amount equivalent to the current price of the same payment terminal (or, if the same terminal is unavailable, an equivalent terminal) at the time of such determination.
9. If the Merchant becomes aware of the loss, theft, or similar incident involving the payment terminal, the Merchant shall promptly notify the Company and take necessary measures in accordance with the Company's instructions.
Article 5 (Conditions of Use of the Service)
1. The merchant shall use the Service in compliance with these Terms, the Respo Terms of Use, the Merchant Agreement, the Payment Service Terms, and applicable laws and regulations.
2. The merchant shall pay to the Company a settlement fee for using this service at the rate specified in the application form (hereinafter referred to as the "applicable rate"). The applicable rate from the second year onward shall be determined based on the settlement amount for one year from the month including the date on which the merchant's first settlement of the previous year commenced, in accordance with the grade classification specified in the application form. If the Company changes the content of the rate specified in the application form, it shall notify the merchant in accordance with the procedure specified in Article 4, Paragraph 7.
3. The merchant shall entrust the payment company with the task of receiving payment on their behalf.
4. The merchant shall grant us the authority to act as an agent for concluding this merchant agreement between the payment company and the merchant.
5. By agreeing to these Terms or continuing to use the Service, the merchant shall be bound by the Payment Service Terms.
6. The merchant agrees to provide accurate and complete information to the Company and authorizes the Company to share such information and transaction information regarding the use of payment services provided by the payment company between the Company and the payment company.
7. When using the payment service, merchants shall comply with the payment service terms and conditions set forth by the payment company. If a merchant receives a claim for damages or other claims from the payment company due to a violation of the payment service terms and conditions, the merchant shall handle such claim at their own expense and responsibility, and our company shall bear no responsibility whatsoever.
(1) To apply to the payment company for the conclusion of this merchant agreement (membership application) in accordance with the contents of the payment service agreement prescribed by the payment company.
(2) (a) Credit request or sales authorization request, (b) Sales claim, and (c) Cancellation request for credit request, sales authorization request, or sales claim.
(3) Notifications to the payment company, requests for review, and receipt of notifications from the payment company.
(4) Other matters related to the performance of this Merchant Agreement.
8. The minimum contract period for this service is two years. If a merchant terminates this agreement before the minimum contract period has elapsed, the merchant shall pay the amounts specified in the following paragraphs as a penalty within 10 business days from the date of termination. In addition, the merchant shall return the payment terminal in the manner specified by the Company. For terminations made in the middle of the month, the termination date shall be the last day of the month in which the merchant submits the termination request.
(1) If cancelled within 1 year from the service start date: ¥100,000
(2) If cancelled between 1 and 2 years from the service start date: ¥50,000
9. Each member store shall endeavor to achieve the minimum annual transaction volume corresponding to the grade category specified in the application form. If a member store fails to achieve the minimum annual transaction volume, the Company may charge the member store 50,000 yen for the year, and the grade applied to the member store will be automatically changed to one level lower (if the grade is the lowest level, it will remain the same).
10. If a merchant fails to reach the minimum annual transaction volume or if no payment is received for three months or more, we may terminate this agreement in whole or in part. In this case, the merchant shall pay a penalty in accordance with the provisions of paragraph 8 and return the payment terminal.
Article 6 (Payment of Settlement Amounts)
1. When a legitimate payment transaction procedure is carried out by the merchant and the user, the payment amount approved by the payment company for the merchant will be calculated according to the settlement date specified separately by the payment company. The payment company will notify the merchant of the amount and other details through a report by the date specified separately by the payment company.
2. The Merchant shall promptly review the contents of the report upon receipt thereof as described in the preceding paragraph. If the Merchant does not notify the settlement company by the end of the month in which the report was sent, the settlement company shall deem that the Merchant has accepted the contents of the report without objection.
3. The settlement amount shall be paid by the settlement company to the financial institution account designated by the Merchant, through a bank transfer, by a date separately specified by the settlement company, in accordance with the cutoff date set forth in paragraph 1.
4. The payment company may deduct (offset) the payment fee specified in Article 5, Paragraph 2, and all other debts that the merchant owes to the payment company (whether or not they are based on this merchant agreement) from the payment amount referred to in the preceding paragraph and pay it to the merchant.
5. If the payment amount specified in the preceding paragraph becomes negative after offsetting the merchant fee, the merchant shall be required to pay the negative amount to the payment company. In this case, the payment company may recover the negative amount by deducting it from the payment amount for the following month or later. If it is not possible to recover the amount by this method, the payment company shall issue an invoice, and the merchant shall transfer the payment to the bank account designated by the payment company by the date indicated on the invoice. The transfer fee shall be borne by the merchant.
Article 7 (Corrective Measures)
The Company may, regardless of prior review or approval, require a merchant to make changes, improvements, or suspend sales if it determines that improvements are necessary with respect to the method of selling products, the content of products, or the method of advertising products. The merchant shall comply with such request and promptly take appropriate measures. In such case, the payment company may suspend the provision of the Service and withhold payment of settlement proceeds to the merchant until it can confirm that the necessary improvements have been made.
Article 8 (Obligations of Merchants)
1. The merchant shall comply with the following matters in using the Service.
(1) To comply with these Terms and Conditions, the various regulations and the Payment Service Terms and Conditions.
(2) Not to violate the Installment Sales Act, the Specified Commercial Transactions Act, the Consumer Contract Act, the Act on Prevention of Transfer of Criminal Proceeds (Act No. 22 of 2007), other relevant laws and regulations, administrative notices, etc., and applicable foreign laws and regulations.
(3) Not to engage in discriminatory treatment that disadvantages users, such as refusing settlement transactions by valid payment methods for users who have applied for such transactions, requiring cash payment or the use of other payment methods, charging different amounts to users who pay in cash or with other payment methods, or setting restrictions on the payable amount other than those specified by the Company or the payment company.
(4) When the Company proposes improvements for the purpose of information security regarding the restaurant’s computer system, the restaurant shall implement the necessary improvements in accordance with the intent of such proposal.
(5) To inform users in advance that, even with security measures such as encryption, complete confidentiality of user information cannot be guaranteed.
2. The Merchant shall, from the perspective of consumer protection, take the following actions and measures when accepting applications from Users for the purchase of products or other items and for payment transactions.
(1) In the case of system failures or other foreseeable troubles, arrangements shall be made so that users will not be unilaterally disadvantaged, and advance notice shall be given to ensure that users understand matters beyond the responsibility of the restaurant.
(2) To present to the user the mechanism of product sales and settlement transactions, and to take measures to ensure that the user can clearly recognize the timing of the establishment of product sales and settlement transactions between the user and the restaurant.
(3) To take measures to prevent erroneous operations, such as displaying a confirmation screen, to ensure that double transmission or data entry errors do not occur between the user and the restaurant.
(4) Upon receiving an application, to notify the user of the application details by email or other means, and to confirm the user’s intention to purchase products or services and apply for a settlement transaction.
3. The Merchant shall organize and record, on a transaction-by-transaction basis, information relating to settlement transactions and the subsequent processing thereof in computer files or other appropriate formats.
4. Unless otherwise specified, the restaurant shall not allow the User to send or otherwise transmit the PIN for the payment method.
Article 9 (Prohibited Acts of Merchants)
1. The merchant shall not engage in any of the actions specified in the following items or any actions similar to them.
(1) When the restaurant allows a third party to use the registered name as a restaurant, or permits a third party to use it, thereby creating the appearance that the restaurant has conducted a transaction with the user.
(2) To pretend that a genuine transaction exists when it does not.
(3) To process settlement amounts that should normally be handled as a single settlement transaction by dividing them into multiple settlement transactions.
(4) To engage in illegal or inappropriate acts in the sale of products or services, settlement transactions, or solicitation thereof to users.
(5) To infringe on the property, rights, privacy, or other interests of the Company, the payment company, users, or other third parties.
(6) To use this service for the settlement or collection of the restaurant’s past accounts receivable without the consent of the Company and the payment company.
(7) To use this service for the settlement or collection of a third party’s accounts receivable without the consent of the Company and the payment company.
(8) To engage in acts that cause or promote criminal activities such as fraud, or other acts connected to criminal activities.
(9) Establishing or soliciting the participation in a pyramid scheme.
(10) When the user sells products or services in a manner or with content aimed at cash conversion (including cashback).
(11) To announce or sell products or services in connection with obscenity, child pornography, child abuse, violence, brutality, or other socially inappropriate matters, or to engage in acts related thereto.
(12) To send advertising, promotional, or solicitation emails to third parties without permission, or to send emails containing content that causes discomfort.
(13) To receive, or to engage in acts likely to result in receiving, improvement guidance or administrative disposition from supervisory authorities.
(14) Engaging in any act that infringes the copyright, trademark, portrait right, or other rights or interests of our company, the payment company, the user, or a third party.
(15) To post false information or information that causes misunderstanding of facts.
(16) To transmit or input harmful computer programs or the like.
(17) To defame or slander the Company, the payment company, users, or third parties, or to damage their honor or credibility.
(18) To engage in pre-election campaigns, election campaigns, or similar activities, as well as acts that violate the Public Offices Election Act.
(19) To engage in acts that interfere with the provision of this service, or acts that are likely to do so.
(20) To engage in unauthorized access, cracking, or attacks on computers, telecommunications equipment, etc. operated by the Company, the payment company, or third parties; to use this service in a manner that interferes with such computers or telecommunications equipment; to post information that promotes such acts; or to engage in similar acts
(21) To use this service in a manner or with content that violates laws, public order and morals, or commercial practices.
2. If the Company becomes aware that the Merchant has engaged in any act falling under any of the items of the preceding paragraph, or determines that there is a possibility of such act, the Company shall promptly notify the Merchant, and in such case the Merchant shall, at its own expense and responsibility, take appropriate measures.
3. If the Company becomes aware that the Merchant’s actions fall under any of the items described in paragraph 1, the Company may, without prior notice to the Merchant, temporarily suspend all or part of the Service or remove any information related to such actions from the Service. However, the Company shall not be obligated to monitor the Merchant’s actions under this provision. In such cases, the Company shall bear no liability for damages or any other responsibility to the Merchant, unless the Company’s actions were due to intentional misconduct or gross negligence.
Article 10 (Cancellation of Payment Transactions, etc.)
1. When a user requests the cancellation (including the cancellation of the payment) or termination of a payment transaction (hereinafter referred to as "Cancellation, etc." in this article), and the merchant accepts the request, the merchant shall create the information related to the cancellation of the payment transaction (hereinafter referred to as "Cancellation Data") and transmit it to the payment company. However, even in this case, the merchant shall pay the amount equivalent to the prescribed fee by our company and the corresponding consumption tax (hereinafter referred to as "the Service Fees, etc.").
2. In the event described in the preceding paragraph, if the settlement amount related to the canceled data has already been paid to the Merchant, the Merchant shall, at the Company’s discretion and upon the Company’s request, either immediately refund the paid settlement amount to the Company or return it by having the amount deducted from the settlement amount payable to the Merchant on the next or subsequent payment.
3. The Merchant shall not, without the Company’s prior consent, directly refund the settlement amount to the User in connection with the cancellation or termination of the settlement transaction described in paragraph 1.
4. Notwithstanding the provisions of paragraph 1, if the restaurant cancels a settlement transaction or takes similar action after the Company has paid the settlement amount to the restaurant, the Company may, considering factors such as the transaction amount, number of transactions, and other circumstances related to the settlement transaction or payment with the User, refuse to recognize the cancellation or similar action. In such cases, the restaurant may only cancel the settlement transaction with the User, or take similar action, with the Company's approval, after consulting with the Company.
Article 11 (Measures Regarding Disputes with Users, etc.)
1. If a dispute arises between the merchant and the user regarding complaints or issues related to the sales methods, displays, etc. of goods and services, complaints or requests for returns or exchanges of the goods themselves, complaints or issues regarding after-sales service, or the cancellation of contracts and transactions involving goods and services, the merchant shall resolve the matter promptly, at the merchant's own cost and responsibility.
2. The Merchant shall not, without the Company’s prior consent, directly refund the relevant settlement amount to the User in resolving the dispute described in the preceding paragraph.
3. The Merchant shall, upon the Company’s request whenever the Company deems it necessary, report to the Company the details of transactions with Users (including the content of the sales and, if any solicitation activities were conducted, the details thereof) and the causes of any disputes.
4. If the Company determines that a dispute between the restaurant and the User (including incidents that are recognized as the occurrence of a dispute) is caused by an act prohibited by these Terms or applicable laws, the restaurant shall, at the Company’s request, report matters related to the prevention system for such acts, the complaint handling system, and any other matters deemed necessary by the Company to prevent such acts.
5. If the Company determines that the occurrence of disputes between the Merchant and Users (including events deemed likely to give rise to disputes) is insufficient in protecting Users’ interests compared to other merchants, the Merchant shall, upon the Company’s request, report the details of such conduct, measures for preventing such conduct, complaint handling systems, and any other matters deemed necessary by the Company to prevent such conduct.
Article 12 (Investigation and Cooperation)
1. If the Company requests the merchant to investigate, report, or provide documents regarding the user's payment method usage status (which includes, but is not limited to, the user and delivery destination information held and managed by the merchant, as well as the details of goods and services), the merchant's business activities and financial status, the performance status of the Service, or any other matters deemed necessary by the Company, the merchant shall respond promptly. The merchant also agrees in advance that the documents submitted to the Company may be provided to the payment company.
2. If any damage arises from a settlement transaction using a stolen, lost, forged, or altered payment method, or from unauthorized use of a payment method or any settlement transaction resulting therefrom, and the Company requests the Merchant to file a damage report with the competent police station, the Merchant shall comply with such request. The Merchant shall also cooperate with the Company if the Company requests cooperation in preventing the unauthorized use of payment methods or similar matters.
3. The Merchant shall comply with any request from the Company to take actions necessary to comply with or respond to laws and regulations. The Company shall bear no liability for any damages incurred by the Merchant as a result of the Merchant’s failure to comply with such request.
4. If the restaurant is requested by government agencies or other authorities to cooperate in an investigation or inspection related to this Merchant Agreement, the restaurant shall comply with such request.
5. The Merchant shall promptly cooperate with any investigation requested by the Payment Company concerning matters stipulated in this Merchant Agreement or in the agreement between the Company and the Payment Company. If the Company or the Payment Company sets a deadline for responding to an investigation requested under this Agreement, the Merchant shall provide a response within the specified deadline.
Article 13 (Cancellation or Withholding of Payments)
1. The payment company shall cancel the payment for the relevant payment transaction (including repurchase of transferred claims, etc.) if any of the following applies, and shall not make the payment for the relevant payment transaction to the merchant.
(1) When a user asserts that it was not caused by their own use.
(2) When a user raises a defense such as invalidation or cancellation regarding a settlement transaction.
(3) When the information related to settlement transactions submitted by the restaurant contains falsehoods or deficiencies.
(4) When the restaurant conducts a settlement transaction using a payment method other than those authorized.
(5) When a dispute under Article 11 (Measures Regarding Disputes with Users) is not promptly resolved.
(6) When a user cancels or terminates the purchase of products or services or a settlement transaction, but fails to follow the procedures stipulated in Article 10 (Cancellation of Settlement Transactions).
(7) When it becomes difficult for the restaurant to deliver or provide products or services to the user.
(8) When the restaurant does not comply with the investigation or cooperation stipulated in Article 12 (Investigation and Cooperation).
(9) When there is doubt regarding the payment transaction information submitted by the merchant, and the doubt remains unresolved after a reasonable period of time has passed.
(10) When a settlement transaction is conducted after the termination date of this merchant agreement.
(11) When sales data is requested to be submitted but is not submitted by the deadline separately specified by the Company.
(12) When it is found that actions are being conducted in violation of these Terms, the payment company’s agreement, or this Merchant Agreement.
(13) When the restaurant falls under any of the items of Article 28 (Termination) of the Respo Terms of Use.
(14) When the restaurant falls under an antisocial force as defined in the Respo Terms of Use.
(15) When the restaurant or its officers, employees, or beneficial owners are involved in criminal activities.
(16) When the payment company expresses its intention to terminate the agreement for advance payment regarding the settlement amount of a specific user, makes a request to repurchase the receivables related to such settlement amount, or issues a chargeback or other request for payment refusal or refund (hereinafter referred to as "Chargeback, etc.").
(17) When it is found that actions are being conducted in violation of these Terms, the payment service agreement, or this Merchant Agreement.
2. In the event described in the preceding paragraph, if the settlement amount has already been paid to the Merchant, the Merchant shall, at the Company’s discretion and upon the Company’s request, either immediately refund the paid settlement amount to the Company or return it by having the amount deducted from the settlement amount payable to the Merchant in the next or any subsequent payment.
3. Even if a chargeback or similar action occurs, the Merchant shall remain liable for and shall not be exempt from the payment of the relevant Service Fees and related charges for the settlement transaction concerned, and the Company shall have no obligation to refund to the Merchant any Service Fees and related charges that have been received or set off.
4. The settlement company may withhold all or part of the payment for a settlement transaction if any of the following conditions apply, until the issue is resolved.
(1) When an event occurs that is deemed to lack protection of user interests, and it is expected that the user will raise a defense such as invalidation or cancellation regarding the settlement transaction.
(2) When there is doubt regarding information related to settlement transactions submitted by the restaurant.
(3) When an investigation under Article 12 (Investigation and Cooperation) is initiated and the Company determines it is necessary to withhold settlement amounts during the investigation period.
(4) When the restaurant falls under grounds for payment withholding or contract termination in transactions other than this Agreement with the Company.
(5) When any of the items in paragraph 1 apply, or when it is deemed that there is a possibility of such.
5. The Company shall not be liable for any payment obligations, including interest, late fees, or damages, arising from the corrective actions under Article 7, the cancellation under Paragraph 1 of this Article, or the withholding under the preceding Paragraph.
Article 14 (Seizure, etc.)
In the event that the merchant's receivables from the payment company, such as settlement amounts, are subject to seizure, provisional seizure, delinquency processing, or similar actions by a third party, the payment company will handle the settlement amounts in a manner it deems appropriate and will not be liable for paying any delayed damages or similar charges. Additionally, in such cases, until the withdrawal of these actions, the place of performance for the debt related to the payment of the settlement amounts will be the payment company's headquarters.
Article 15 (Term of Validity)
1. This Agreement shall be valid for two years from the date of its conclusion pursuant to Article 3 (Application for Use and Formation of this Agreement). However, unless the merchant notifies the merchant of its intention to terminate this Agreement at least three months prior to the expiration of its validity period, this Agreement shall be automatically extended for another two years under the same conditions, and the same shall apply thereafter.
2. Notwithstanding the provisions of the preceding paragraph, this Agreement shall terminate at the time when the “Agreement” as defined in Article 2 of the Respo Terms of Use (for the avoidance of doubt, meaning the agreement regarding the use of services under the Respo Terms of Use) is terminated.
3. In the event that this Agreement is terminated for any reason, including this clause, the Merchant shall immediately cease using the Service and promptly return the payment terminal in the manner specified by the Company. The Merchant shall bear any costs associated with the return.
Article 16 (Survival Clause)
1. Even if this Agreement is terminated, the provisions of Article 3, paragraphs 3 and 4, Article 4, paragraphs 2, 4, 5, 8 and 9, Article 5, paragraphs 8 and 10, Article 6, Articles 9 through 14, Article 15, paragraph 3, this Article, and Article 17 shall remain in full force and effect.
2. In addition to the cases described in the preceding paragraph, the merchant agrees that if the payment company requests that the Company handle inquiries from the payment company regarding the Service even after the termination of this Agreement, the Company will handle those inquiries on behalf of the merchant.
Article 17 (Matters Not Provided For in These Terms)
1. Matters not stipulated in these Terms and Conditions shall be governed by the Respo Terms of Service.
2. Notwithstanding any revision of these Terms and Conditions, the Terms and Conditions in effect at the time of the conclusion of the agreement with each merchant shall apply to the application of the Terms and Conditions to merchants.
Established on July 31, 2025
Revised March 24, 2026
Revised May 23, 2026