Terms of use

1. Definition

1. "TOTTA" refers to the online (https://www.totta.in/ and https://d.totta.in/) matching services provided by the Company, which connect human resources with companies, organisations and sole traders looking for such personnel.
2. "Users" refers to all companies, organisations and individuals who access the service for the purpose of collecting information, etc.
3. "Member" refers to a legal entity, organisation or individual who has registered to use the Website and whose registration has been approved by the Company.
4. "Creator" refers to the companies, organisations and sole proprietors who provide various services among the Members.
5. "Client" refers to a legal entity, organisation or individual who receives various services from among the Members.
6. "Fees" means the amount of money received by the Company from Clients on behalf of Creators in relation to the use of the Service.
7. "Project" refers to a series of tasks for the Creator to provide specific services to the Client in the Service.
8. "Commission' means the fee collected by the Company from the Creator for each Project.

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2. Language

This Agreement is drawn up in Japanese and translated into English. The Japanese version is the original and the English version is for reference only. In the event of any conflict between these two language versions, the Japanese version shall prevail.

3. Agreement to the terms and conditions and duration of the contract

1. Members must confirm and accept the Terms and Conditions, the Privacy Policy and the agreement on infection control, before registering as a member on the website and registering various information.
2. The membership registration procedure must be carried out by the person who becomes a member, unless otherwise authorised by the company.
3. The member must register and operate the membership with truthful information.
4. The member must be at least 18 years of age.
5. The Company reserves the right to refuse the Member's use of the Service in the event that the Member has previously violated the Terms of Use, or in the event that the Member has previously violated the Terms of Use of any service provided by the Company. The Company shall not be obliged to disclose the reason for refusing the use of the Service.
6. The Agreement shall remain valid unless the Member withdraws from the Service.
7. The Member may terminate their membership by withdrawing from the Service.

4. Changes to these Terms and Conditions

The Company may change the Terms and Conditions and the Individual Terms and Conditions at any time without the prior consent of the Member if the Company deems it necessary.
The amended Terms and Conditions and Individual Terms and Conditions shall come into effect from the time they are posted in the appropriate location on the website operated by the Company, and by continuing to use the Service after amendments to the Terms and Conditions and Individual Terms and Conditions, Members shall be deemed to have valid and irrevocable consent to the amended Terms and Conditions and the applicable Individual Terms and Conditions. The Member shall be deemed to have validly and irrevocably agreed to the amended Terms and Conditions and the applicable individual Terms and Conditions.
Any changes to the Terms and Conditions shall be notified on the Service and not individually to the Member.

5. Equipment required when using this service

In order to use the service, access to the web is required. In order to access the web, members must prepare and operate the necessary equipment and software appropriately at their own responsibility and expense, and the company is not involved in the preparation and methods of access to the web.

6. disputes between members and duty of care

1. Members shall use the service at their own risk and are solely responsible for all content published by them.
   Regardless of the type of member-to-member transaction, both members are obliged to complete the member-to-member transaction in accordance with the established contract. The members shall be responsible for all work, communication, fulfilment of legal obligations, troubleshooting, etc. that occur in member-to-member transactions.
2. The Company shall not be liable for any matters relating to transactions between members. Members shall indemnify the Company from any damage or liability in the event of disputes, claims for damages, etc., except for those caused intentionally by the Company, and shall be responsible for dealing with disputes on their own.
3. The Company reserves the right, but has no obligation, to monitor disputes.

7. Penalties and damages, etc.

1. If a Member suffers any direct or indirect damage, loss or cost burden (including legal fees) to another Member, the Company or a third party as a result of the Member's own use of the Service in violation of the law or these Terms and Conditions (including if the Company receives a claim to this effect from a third party) In the event that the Member suffers any direct or indirect damage, loss or cost burden (including legal fees) to other Members, the Company or third parties, the Member shall compensate for such damage at its own responsibility and expense.
2. If a member engages in a direct transaction (including cases where the member has induced a direct transaction or responded to an inducement for a direct transaction) without going through the service, the member shall, in addition to the compensation for damages stipulated in the preceding paragraph, pay as a penalty an amount equivalent to twice the company commission estimated to have been paid in the absence of such act (300 000 yen if the amount of such If the amount is less than 300,000 yen, the member shall pay 300,000 yen).

8. Prohibited items

Members must not engage in any of the following acts.
In addition, the Company may take measures such as deleting account information or suspending the relevant project of a Member who violates the prohibitions in the use of the Service.

1. Violations of these Terms of Use and the Terms of Use of other services operated by the Company.
2. Acts of inducing new transactions or transactions without going through the Service in response to Member information obtained through the Service.
3. Infringement of intellectual property rights such as copyright, trademark rights, patent rights, honour rights, privacy rights, or any other legal or contractual rights of the Company, Members or third parties.
4. Act to collect, accumulate or disclose personal information of members or third parties.
5. Acts that cause disadvantage or damage to the Company, individual members or third parties.
6. Acts that damage the honour or trustworthiness of the Company, individual members or third parties.
7. Acts of impersonating the Company, individual members or third parties, or acts of intentionally spreading false information.
8. Defaming, libelling or threatening the Company, individual Members or third parties.
9. Harassment, threats or defamation of the Company, individual Members or third parties.
10. Political activities, religious activities, criminal activities or any actions that lead to such activities (however, this does not restrict requests from religious organisations to Creators).
11. Requests for nude photography or other photography involving a lot of exposed skin.
12. Acts that violate laws, court judgments, decisions or orders, or legally binding administrative measures.
13. Acts that may harm public order or good morals.
14. Acts that are pyramid schemes and acts that may be related to pyramid schemes.
15. Acts that use or provide harmful programmes such as computer viruses.
16. Acts of making false declarations or notifications.
17. Acts that are deemed to be registration by a person other than the person concerned.
18. Acts that interfere with the operation of the Company or the Service.
19. Acts of providing benefits or other cooperation with anti-social forces.
20. Acts that place an unreasonable load on this service or our servers.
21. Acts of lending or transferring account information for this service to a third party.
22. Other acts deemed inappropriate by the Company.

9. The role of the Service and the responsibilities of the transaction.

1. The Service is a direct business-to-business marketplace for creators and clients, providing business opportunities and various information and functions related to business transactions.
2. All transactions with other members conducted by members using the Service are direct business transactions between members.
   The Company shall provide a forum for the publication of projects and public offers, as well as a collection agency service in relation to usage fees, but shall not be a party to the contract.
3. Creators shall grant the Company the right to receive the relevant usage fees on their behalf in advance in relation to any claims they have against the Client in relation to the usage fees.
4. The fulfilment of the Client's obligation to pay the Usage Fees shall be deemed to have been completed when the Company receives the Usage Fees paid by the Client on the basis of the right of receipt by proxy in the preceding paragraph.

10. Fees, etc.

1. There shall be no registration or monthly fees.
2. The maximum possible fee proposal by a creator is set at JPY 1 million (excluding tax).
   When the Company pays money received by the Company from a client for a Creator to the relevant Creator, the Company deducts the fee directly from the payment and settles the payment.
3. When the Company pays money received by the Company from the Client on behalf of the Creator to the relevant Creator, the Company deducts the commission fee directly from the payment and settles the payment. The Creator agrees in advance to pay the Company's commission from the Creator in this way.
4. The commission shall be 35% of the usage fee.

11. Disclaimer

The Company shall not be liable for any damage arising directly or indirectly from the Service or from the use of the Service, unless caused intentionally by the Company.

1. The Company shall not be liable for any existence and disadvantages caused by the Client's failure to settle the payment by the settlement deadline.
   The member shall use the service based on his/her own responsibility and shall be solely responsible for communication, requests, etc. between members of the service.
2. The Company shall not be liable for any damage caused by system interruption, delay, discontinuation or data burning due to communication line or computer failure, damage caused by unauthorised access to data, or damage caused to members in relation to the use of the Service's contents.
3. The Company shall not be liable for any damage incurred by a Member as a result of an email delivered by the Company not arriving at the Member due to a deficiency in the Member's email environment or transmission route.
4. The company assumes responsibility for its own actions when using the service and shall be liable for any damage caused to other members or third parties, which shall be resolved at its own responsibility and expense.
5. The Company shall not be liable for any damage caused by a Member's breach of these Terms and Conditions.The Company may suspend or cease provision of all or part of the Service without prior notice in the event of regular or emergency maintenance of the system, if the system is overloaded, if it becomes necessary to ensure Member security, or if the Company deems it otherwise necessary. The Company may suspend or cease provision of all or part of the Service without prior notice in the event of regular or emergency maintenance of the system, if the system is overloaded, if it becomes necessary to ensure the security of members, or if
6. the Company deems it necessary to do so.The Company shall not be liable for any damage incurred by members in such cases.
7. In the event that the Company is unable to perform all or part of the Service due to an earthquake, typhoon, tsunami or other natural disaster, war, riot, civil war, amendment or enactment of laws and regulations, dismissal from the same trade or other contentious action, transport accident, contracting (including suspected contracting) or becoming a concentrated contact of an infectious disease (including suspected cases), or other force majeure, the Company shall assume no The Company shall not be liable for any liability.

12. Cancellation charge

If the Client cancels a request after it has been confirmed, the Client shall pay the Creator a cancellation fee in accordance with the Company's Cancellation Policy.
However, in the event of "cancellations due to earthquakes, typhoons, tsunamis and other natural disasters, wars, riots, civil commotions, amendments or enactment of laws and regulations, dismissal from the same profession or other contentious acts, transportation accidents, cases (including suspected cases) of infectious diseases and cases (including suspected cases) of being in close contact with people, and other force majeure reasons" (hereinafter referred to as "Force Majeure Cancellation") In the case of a 'force majeure cancellation' (hereinafter referred to as 'force majeure cancellation'), if the Creator does not approve the application or reply by the stipulated date after the Client has presented its intention to the Creator, the application for a force majeure cancellation shall be approved and no cancellation fee shall be incurred.
If the Creator refuses the offer of force majeure cancellation, cancellation costs will be incurred in accordance with the cancellation policy.

13. Returned goods

Due to the nature of this service, returns are not permitted.

14. Outsourcing

The operation of the service may be outsourced in whole or in part to third parties designated by the Company, and the Member shall consent to this in advance.

15. Approval of word-of-mouth (Word-of-mouth policy)

We do not approve word-of-mouth messages containing the following.

1. Incendiary language, obscene expressions, hate speech, discriminatory expressions, expressions containing threats, violent expressions
2. Statements of personal information.
3. Words that can be taken as personal attacks on specific persons or denigrating their character.
4. Content that promotes illegal activities.
5. Content containing website names, URLs, email addresses, addresses, telephone numbers or credit card details.
6. Politically or religiously sensitive content
7. Any other content that we deem inappropriate.

16. Contacting us

Members shall contact the Company via the enquiry form. The Company does not accept telephone contact or visits in relation to enquiries about the service.

17. Elimination of anti-social forces

1. The Member shall inform the Company that, as of the date of conclusion of the Subscriber Agreement, it, its directors, auditors, executive officers and other persons in important positions with regard to the execution of business (hereinafter referred to as "officers, etc."), subsidiaries and affiliates (each of which shall have the meaning stipulated in Article 8, paragraph 3 and paragraph 5 of the Regulations on the Terms, Forms and Preparation Method of Financial Statements (Ministry of Finance Ordinance No. 59, November 27, 1963)) and their officers, etc. and investors shall not be liable to the Company for the following (hereinafter referred to as "Gangsters, etc."). The Company shall represent and warrant that its directors, officers, employees, etc. and investors in such companies do not fall under any of the following categories of persons (hereinafter referred to as 'gangsters, etc.').
   　(1) Gangs (Law No. 77 of 15 May 1991 on the Prevention of Unjustifiable Acts by Organised Crime Groups (Law No. 77 of 15 May 1991, including subsequent amendments), Act No. 2 of 1985, including subsequent amendments). (2) Gangsters (as defined in Article 2 of the Act on the Prevention of Unjustifiable Acts by Gangsters (Act No. 77 of 15 May 1991, including subsequent amendments). The same shall apply hereinafter)
   　(2) A member (including a quasi-member) of a gang (hereinafter the same shall apply), or a member of a gang (including a quasi-member). (2) Members (including quasi-members) of a gang, or persons for whom five years have not elapsed since they ceased to be members of a gang.
   　(3) Gang-related companies or organisations in which persons specified in the items of this paragraph are investors or occupy an important position with regard to the execution of business, or members of these organisations.
   　(4)General assemblymen, social movement advocacy groups, political activity advocacy groups, special intelligence violent groups or members of these groups.
   　(5)Persons having close relations with gangs or members of gangs.
   　(6) Persons similar to those in the preceding items.
2. The Member shall represent and warrant to the Company that, as at the date of conclusion of the Subscriber Agreement, it, its officers and employees, etc., its subsidiaries and affiliates and their officers and employees, etc., and its investors do not fall into any of the following categories.
   　(1) Having a relationship in which a gangster, etc. is deemed to control the management of the company.
   　(2) Having a relationship whereby the gang, etc. is deemed to be substantially involved in the management.
   　(3) Having a relationship that is deemed to be using the Bouryokudan etc. unjustly, such as for the purpose of gaining an unfair advantage for oneself or a third party, or for the purpose of inflicting damage, etc. on a third party.
   　(4)To have a relationship that is deemed to involve the Bouryokudan, etc., such as providing funds, etc., or offering favours, etc. to the Bouryokudan, etc.
   　(5) Having a socially reprehensible relationship with a gang, etc.
   　(6) Having a relationship equivalent to any of the preceding items.
3. Members shall pledge not to commit any of the following acts or acts with the risk of committing any of the following acts themselves or with third parties.
   　(1) Violent acts of demand
   　(2) Unjustified demands beyond legal responsibility
   　(3) Acts of threatening behaviour or violence.
   　(4) Acts of damaging the Company's reputation or obstructing the Company's business by spreading rumours, using false information or force.
   　(5) Engaging in any act of involvement with gangs, etc., irrespective of the method or manner.
   　(6) Acts similar to the preceding items.
4. The Company shall not be liable for any loss or damage arising out of the member's business partners (including all of them if the transaction involves several transactions). If it is found that a member's business partner is a gangster, etc., or has any of the relationships stipulated in the items of paragraph 2, or that a member's business partner has committed any of the acts stipulated in paragraph 3, the company may request the member to take the necessary measures to eliminate anti-social forces, including the cancellation of contracts with the relevant business partner. The member shall pledge to take such measures.
5. The company may immediately terminate all contracts entered into with members without notice, demand or other formalities if any event is found or occurs, or is reasonably expected to occur, that renders the representations and warranties set out in paragraphs <1>1 and 2 false or inaccurate, or if any event is found or occurs that breaches the covenants set out in paragraphs <2>3 and 4>.
6. The Company shall not be liable in any way for any damage or other losses incurred by the member as a result of the Company's cancellation of the contract in accordance with this Article. In addition, the termination of the contract in accordance with this Article shall in no way prevent the Company from claiming compensation from the Member.

18. Privacy

The Company shall handle the personal information of members obtained through the use of the Service appropriately in accordance with the Privacy Policy, and members shall be deemed to agree to this.
In addition, based on the Company's decision, the law or legal and legitimate declarations by third parties such as victims, the Company may take measures to disclose the Service's usage history, payment history, user registration information and sender information relating to user data to third parties such as the police and other administrative authorities, courts, bar associations and credit card companies. The Company may take action.

19. Sending advertising and direct mail

　The company can send e-mails to the e-mail address registered by the user. However, this shall not apply if the member contacts the company to request that the distribution be stopped.

20. Change of service content

The company may change the content of the service without prior consent of the members.

21. Suspension or interruption of services

The Company may, at its own discretion, temporarily interrupt or suspend part or all of the Service without prior notice to the User in the event of any of the following events. The Company shall not be liable for any disadvantage or damage suffered by the user or a third party as a result of the temporary suspension or cessation of the provision of the service, regardless of the reason.

1. When maintenance, inspection or updating of the equipment and systems for the service is carried out on a regular or urgent basis.
2. If it is difficult to provide the service due to force majeure, such as fire, power failure or natural disasters; or
3. If the Company deems it necessary to temporarily interrupt or suspend the Service for other operational or technical reasons, or if the Company deems it difficult to provide the Service due to unforeseen circumstances.

22. Termination of services

The company may terminate the service without the prior consent of the members. Upon termination of the service, the company shall not assume any liability to members or third parties, except as stipulated by law.

23. Governing law and agreed jurisdiction

These Terms of Use are governed by the laws of Japan.
The Tokyo District Court shall have exclusive jurisdiction in the first instance over any disputes or lawsuits relating to the Service.
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5 May 2022 Enacted and entered into force
12 September 2022 Enacted and entered into force
9 March 2023 Enacted and entered into force
13 May 2024 Enacted and entered into force
1 July 2024 Adopted and entered into force