Terms of Service

Art. 1Purpose and scope

1. These Terms govern the rights and obligations between us and the Customer regarding the AI voice agent service and related services (the "Service").
2. These Terms apply to all dealings between us and the Customer relating to the Service.
3. The Service is intended for companies and sole proprietors using it for business, not for consumers.

Art. 2Definitions

1. "Customer" means a company or sole proprietor that has agreed to these Terms and entered into a Service Agreement with us.
2. "Service Agreement" means the agreement for use of the Service formed under these Terms, an Order Form and any other individual agreement.
3. "Order Form" means any application, quote, order or other document (including electronic records) setting out the plan, fees and term.
4. "Agent" means the AI-powered feature of the Service that handles calls and related tasks.
5. "Caller" means a third party who calls the Customer's number or receives a call or message from an Agent.
6. "Customer Data" means data provided to or entered into the Service by the Customer or Callers, including knowledge, settings and Call Data.
7. "Call Data" means the audio, recordings, transcripts, summaries, Caller phone numbers and other information from calls processed through the Service.
8. "Fees" means the amounts the Customer pays us for the Service.

Art. 3Structure and order of precedence

1. Order Forms, any Data Processing Addendum ("DPA"), any Service Level Agreement ("SLA") and our guidelines form part of these Terms.
2. If they conflict, the following order of precedence applies: Order Form, DPA, SLA, these Terms, guidelines.

Art. 4Formation of the Service Agreement

1. A Service Agreement is formed when an applicant agrees to these Terms, applies in the manner we specify, and we accept the application.
2. We may decline an application, without being obliged to give reasons, if:
   • the application contains false, incorrect or missing information;
   • the applicant has previously had a Service Agreement terminated for breach of these Terms;
   • the applicant is, or may be, an antisocial force as described in Article 23; or
   • we otherwise reasonably consider acceptance inappropriate.
3. If we offer a pilot, its period and conditions will be set out in an Order Form, and these Terms apply to anything not covered there.

Art. 5Account management

1. The Customer is responsible for keeping the IDs, passwords and other credentials used to access the Service dashboard ("Account Credentials") secure.
2. The Customer may allow only its officers, employees and approved contractors to use Account Credentials, and must ensure they comply with these Terms.
3. Any action taken with the Customer's Account Credentials is deemed to be the Customer's action. The Customer must notify us immediately of any unauthorised use.

Art. 6The Service and changes to it

1. The Service includes the features described on our Pricing page and in the Order Form.
2. We may change the Service to improve it. We will give at least 30 days' notice of any change that materially disadvantages the Customer.
3. If we discontinue all or part of the Service, we will in principle give at least 90 days' notice and refund prepaid Fees for the period after discontinuation.

Art. 7Customer responsibilities

When using the Service, the Customer is responsible for the following.

1. Informing Callers: telling Callers, at the start of the call or in another appropriate way, that they are speaking with an AI agent and that the call is recorded. We recommend setting this as an opening announcement.
2. Obtaining consent: obtaining any consent required by law, including for special care-required personal information and transfers to third parties abroad.
3. Accurate information: keeping prices, opening hours, services and other knowledge given to the Agent accurate and up to date.
4. Compliance with law: complying with the APPI, the Telecommunications Business Act, the Act on Specified Commercial Transactions, the Act on Regulation of Transmission of Specified Electronic Mail, the Medical Practitioners Act, the Medical Care Act and any other laws and guidelines applicable to the Customer's business.
5. Outbound calls: where Agents make calls or send messages, having the recipients' required consent and complying with rules such as the prohibition on repeat solicitation.

Art. 8Prohibited conduct

The Customer must not:

1. breach any law, public order and morals, or these Terms;
2. use the Service for fraud, impersonation or to deceive Callers;
3. make nuisance calls, mass calls without consent, or otherwise disturb Callers;
4. copy or imitate a real person's voice without that person's consent;
5. infringe any third party's intellectual property, privacy, reputation or other rights;
6. reverse engineer, decompile or disassemble the Service;
7. use the Service to build a competing service;
8. place excessive load on our servers or networks, or probe for security vulnerabilities;
9. resell, sublicense or lend the Service to third parties without our written permission; or
10. engage in any other conduct we reasonably consider inappropriate.

Art. 9AI-specific terms

1. Agents respond based on the knowledge and rules provided by the Customer. Because of the nature of AI, they may mishear speech or give inaccurate or unintended responses. We do not guarantee that Agent responses are complete or accurate.
2. The Customer must not rely solely on Agent responses for important matters such as confirming prices, concluding contracts, or medical, legal or financial judgements, and must have staff confirm them.
3. Agents do not provide medical diagnosis, legal advice, financial product solicitation or other professional advice, and the Customer must not configure them to do so.
4. We provide features to transfer Callers to staff on request or when urgency is suspected. The Customer must configure these appropriately.

Art. 10Emergency calls

The Service is not a substitute for 110, 118, 119 or any other emergency service. When an Agent recognises an urgent situation, it gives the guidance or transfer configured in advance, but it does not connect to emergency services or guarantee anyone's safety. The Customer must maintain its own emergency procedures.

Art. 11Fees and payment

1. Fees are as shown on our Pricing page or in the Order Form. Prices exclude consumption tax, which the Customer pays in addition.
2. Usage beyond the call minutes included in a plan is charged at that plan's overage rate.
3. The Customer must pay Fees by credit card or bank transfer by the due date we specify. Bank transfer charges are paid by the Customer.
4. Late payments bear late charges at 14.6% per year from the day after the due date until paid in full.
5. We will give at least 30 days' notice of any price change. Annual plans keep their current price until renewal.
6. Except as stated in these Terms, Fees paid are non-refundable.
7. We issue qualified invoices under Japan's invoice system.

Art. 12Term and renewal

1. The term is one month for monthly plans and one year for annual plans, starting on the start date in the Order Form.
2. Unless either party gives notice of cancellation by the day before the term ends (or at least 30 days before it ends for annual plans), the Service Agreement renews automatically for the same period on the same terms.

Art. 13Cancellation by the Customer

1. Monthly Customers may cancel at any time in the manner we specify. Cancellation takes effect at the end of the current billing period.
2. Annual Customers may cancel during the term, but Fees for the remaining period are not refunded.
3. If we materially breach these Terms and fail to remedy the breach within 30 days of the Customer's notice, the Customer may terminate and receive a refund of prepaid Fees for the unused period.

Art. 14Suspension and termination by us

1. We may suspend all or part of the Service, with prior notice (or notice afterwards in an emergency), if the Customer:
   • is more than 30 days late in paying Fees;
   • breaches, or is likely to breach, Article 8 (Prohibited conduct); or
   • uses the Service in a way likely to harm third parties or our systems.
2. We may terminate the Service Agreement if the Customer materially breaches these Terms and fails to remedy the breach within 30 days of notice, or if bankruptcy or similar proceedings are filed.
3. We may temporarily suspend the Service when unavoidable, such as for maintenance, incident response or force majeure. Planned maintenance will in principle be notified at least 7 days in advance and carried out at low-usage times.

Art. 15Customer Data

1. Ownership: rights in Customer Data belong to the Customer or the rightful owner.
2. Licence to us: the Customer permits us to use Customer Data as needed to provide, maintain and improve the Service.
3. Processing on the Customer's behalf: we handle personal information in Call Data as an entrusted party, within the Customer's instructions, as described in our Privacy Policy and DPA. We will sign a DPA on request.
4. No training without consent: we do not use Customer Data to train general-purpose AI models without the Customer's prior written consent.
5. Statistics: we may create statistics that do not identify any individual or Customer and use them to improve the Service.
6. On termination: the Customer may export Customer Data for 30 days after the Service Agreement ends. We then delete Customer Data, including backups, within 90 days, except where retention is required by law. On request, we will certify deletion in writing.

Art. 16Confidentiality

1. Each party will not disclose to any third party, or use for any purpose other than the Service Agreement, technical or business information disclosed by the other party that is marked confidential or should reasonably be treated as confidential ("Confidential Information"), without the other party's prior written consent.
2. Confidential Information does not include information that:
   • was public when disclosed, or became public afterwards through no fault of the recipient;
   • the recipient already had when it was disclosed;
   • the recipient obtained from an authorised third party without a duty of confidentiality; or
   • the recipient developed independently without using Confidential Information.
3. A party may disclose Confidential Information to the extent required by law or by order of a court or authority, giving the other party advance notice where possible.
4. This Article survives for 3 years after the Service Agreement ends.

Art. 17Intellectual property

1. All intellectual property rights in the Service, including software, AI models, designs and documentation, belong to us or our licensors. Except as expressly stated in these Terms, no such rights are transferred or licensed to the Customer.
2. We grant the Customer a non-exclusive, non-transferable right to use the Service for its business during the term.
3. We may freely use any feedback or suggestions the Customer gives us about the Service.

Art. 18Third-party services

The Service works with services provided by third parties, such as telephone carriers, LINE, SMS providers, calendars and CRMs ("Third-Party Services"). Their own terms apply to their use. Unless we are at fault, we are not liable for damage caused by outages, changes or discontinuation of Third-Party Services.

Art. 19Service levels and support

1. For Enterprise plans, service levels (availability, support response times and credits if not met) are as set out in the SLA or Order Form.
2. For other plans, we use commercially reasonable efforts to provide the Service reliably but do not guarantee a specific availability level.
3. Support hours and channels are as specified for each plan.

Art. 20Warranty and disclaimer

1. We warrant that the Service will perform materially in accordance with the Order Form and our published specifications. If this warranty is breached, the Customer's remedy is for us to fix the issue or, if that is not practicable, to refund Fees for the affected period.
2. Beyond this, we do not warrant that the Service will fit the Customer's particular purpose, produce any expected result (such as bookings or revenue), or be free of errors or interruptions.

Art. 21Limitation of liability

1. If either party causes damage to the other in connection with the Service Agreement, it is liable only for ordinary damage directly and actually incurred. Neither party is liable for lost profits, indirect or special damages, or loss of data beyond what backups cover, whether or not foreseeable.
2. Our total liability is capped at the total Fees paid by the Customer in the 12 months before the damage occurred.
3. These limits do not apply to wilful misconduct or gross negligence, or to breaches of confidentiality or personal information obligations.

Art. 22Third-party claims

1. If a third party claims that the Service infringes its intellectual property rights, we will defend the claim at our own cost and compensate the Customer for resulting losses, provided the Customer notifies us promptly and cooperates in the defence.
2. If a third party makes a claim against us arising from Customer Data, the Customer's failure to inform Callers or obtain consent, or the Customer's breach of law, the Customer will handle the claim at its own cost and compensate us for resulting losses.

Art. 23Exclusion of antisocial forces

1. Each party represents and warrants that neither it, its officers nor anyone who effectively controls its management is, or will become, an organised crime group, a member of one, a related company, a corporate racketeer or similar person ("Antisocial Forces"), and that it has no relationship with Antisocial Forces.
2. If the other party breaches this Article, a party may terminate the Service Agreement immediately without notice, and is not liable for any resulting damage to the other party.

Art. 24Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, epidemics, changes in law, government orders, carrier network failures and major cloud service outages.

Art. 25Assignment

Neither party may assign or pledge its position or rights and obligations under the Service Agreement without the other's prior written consent. However, we may transfer our position as part of a merger, company split, business transfer or other business succession.

Art. 26Changes to these Terms

1. Under Article 548-4 of the Civil Code of Japan, we may change these Terms where:
   • the change is in the general interest of Customers; or
   • the change does not conflict with the purpose of the Service Agreement and is reasonable in light of the need for it, the appropriateness of the new terms and other circumstances.
2. We will announce the change and its effective date on this website and notify Customers at least 30 days before it takes effect (or by the effective date for changes that benefit Customers).

Art. 27Notices

1. We give notices to the Customer by email to its registered address, by posting in the dashboard, or by other means we consider appropriate.
2. The Customer gives notices to us by email to hello@miraikoru.com or by other means we specify.
3. Notices by email are deemed received when sent.

Art. 28Severability

If any provision of these Terms, or part of one, is held invalid or unenforceable, the remaining provisions, and the rest of the affected provision, remain in full force.

Art. 29Survival

The following survive termination of the Service Agreement: Article 11 (as to unpaid Fees), Article 15(6), Articles 16 and 17, Articles 20 to 23, and Articles 28 to 31.

Art. 30Governing law and jurisdiction

1. These Terms and the Service Agreement are governed by and interpreted under the laws of Japan.
2. The Tokyo District Court has exclusive jurisdiction as the court of first instance for any dispute arising out of or relating to these Terms or the Service Agreement.
3. The parties will first try to resolve any dispute through good-faith discussion.

Art. 31Language

The Japanese version of these Terms is the official text. This English version is provided for reference only. If there is any difference, the Japanese version prevails.