SCOPE 3 Neo Platform Terms of Use

Applicants (hereinafter referred to as “Party B”) wishing to use the various services (hereinafter referred to as “the Service”) provided by Frutta Frutta Co., Ltd. (hereinafter referred to as “Party A”) on the internet via the cross-border sustainable BtoB platform ‘SCOPE 3 Neo’ shall use the Service in accordance with the following Terms of Use (hereinafter referred to as “these Terms”), consisting of the General Provisions and Special Provisions. The General Provisions and Special Provisions shall be treated as an integral whole; no separate application of only the General Provisions or only the Special Provisions shall be made. Furthermore, the Special Provisions shall apply only to the specific service corresponding to the Special Provisions selected by Party B upon application for use.

≪General Provisions≫

Article 1 (Application for Use and Approval)

1. Party B may use the Service upon accepting these Terms, completing the application procedures specified by Party A, and receiving issuance of a Service ID and password (hereinafter referred to as “ID” and “PW,” respectively) from Party A, or upon Party A's approval of use for an ID already obtained by Party B. 2. The Service may only be used by entities possessing legal personality or by individual business operators who maintain a physical office and have a business history. 3. If Party B completes the prescribed application procedure for the Service, even if such procedure is performed by a person other than Party B's representative, Party A shall deem it to be done by the representative's intent. Upon Party A's approval of the Service use, Party B shall bear contractual obligations under these Terms.

Article 2 (ID and Password)

1. Party A authorizes Party B to use the ID and password assigned to Party B, or either component thereof, for the purpose of using the Service. 2. Party B shall manage the ID and password specified in the preceding paragraph to prevent disclosure to third parties and shall take measures to prevent theft of the ID and password at its own responsibility. 3. Party A shall deem all transactions, information dissemination, and all other actions performed on the BtoB Platform using Party B's ID as having been performed at Party B's will. Even in cases where Party B bears no fault, such as PW theft, Party A shall bear no liability whatsoever for any damages arising therefrom. 4. If the ID and password are used fraudulently, Party B shall immediately notify Party A of such use.

Article 3 (Obligation to Report)

Party B shall promptly notify Party A, using the method specified by Party A, of any changes to the information registered or submitted to the Service at the time of this application.

Article 4 (Transfer of Rights)

The User shall not transfer or lend to any third party the right to use the Service, including the use of the ID and Password.

Article 5 (Commencement of Use)

The commencement date of the User's use of the Service shall be the date Party A notifies the User of the ID and Password, or the date Party A notifies the User of approval for use of the Service.

Article 6 (Use of the Service)

1. Party B shall comply with the usage rules, operating procedures, and other requirements when using this Service, and shall endeavor to ensure the smooth implementation and use of the system. 2. Party A shall not be involved as a party in any transactions between Party B and other Service Users. When Party B conducts actual transactions with other Service Users, Party B shall independently handle all necessary procedures with the counterparty regarding product shipment/receipt, information handling, and other transaction matters. 3. Party A may add, reduce, or modify the functions provided by the Service without prior notice. However, if Party A terminates the provision of the Service, Party A shall provide Party B with notice or notification at least three months in advance. 4. Party A may suspend the Service for system maintenance, inspection, or restoration of failures necessary for operating the Service. In such cases, Party A shall provide notice via the Service interface, email, or other means to the extent feasible. 5. Party A shall not, in principle, customize the Service system to meet Party B's requests. 6. If Party B cancels the Service or Party A terminates its provision, Party B shall be solely responsible for backing up any data or other information related to its use of the Service. After cancellation, Party A may delete Party B's relevant data and registration information. Party A shall bear no liability whatsoever for any damages incurred by Party B as a result of such deletion.

Article 7 (Creation and Display of Information)

1. When creating and displaying information on the Service, Party B shall comply with the following: (1) Party A's prescribed specifications for creation and display on the Service (2) The Act on Specified Commercial Transactions, the Act Against Unjustifiable Premiums and Misleading Representations, and other laws and regulations concerning commercial transactions and representations (3) The Japan Direct Marketing Association's voluntary standards for advertising (4) Laws and regulations concerning the protection of copyrights, portrait rights, trademark rights, and other intellectual property rights 2. If Party B violates the preceding paragraph, or if Party A determines that content created by Party B is otherwise unsuitable for this Service, Party A may request Party B to modify the information content, etc. If Party B fails to comply with Party A's modification request, Party A may suspend Party B's use of this Service.

Article 8 (Prohibited Acts)

When using this Service, Party B shall not engage in the following acts: (1) Accessing this Service by fraudulent means. Nor may Party B improperly use, alter, or destroy stored data. (2) Applying for or using the Service by impersonating another person, such as using another person's name. (3) Spreading rumors or falsehoods that mislead, defame, or interfere with the business of Party A or any other third party. (4) Selling or soliciting services that imitate the Service or are visually substantially similar to it. (5) Reproducing content from this Service, either unchanged or modified, and disclosing or displaying it to third parties without Party A's prior permission

Article 9 (Confidentiality Obligations)

1. As the provider of the Service, Party A shall appropriately protect Party B's data, content, and information on the Service in accordance with Party A's “Basic Information Security Policy” and “Personal Information Protection Policy,” which shall be explicitly stated and publicly announced in advance. 2. Party B shall handle information on the Service, including information concerning other Service users, and information obtained through the Service with the care of a prudent manager. Party B shall not disclose or leak such information to any third party other than the direct parties to transactions conducted through the Service, both during and after the Service usage period. Furthermore, Party B shall not use such information for any purpose other than the intended purpose of using the Service.

Article 10 (Damages)

If Party B causes damage to Party A by violating these Terms, Party B shall be liable to compensate Party A for such damage.

Article 11 (Disclaimer)

1. Party A shall not be liable to compensate Party B for any damage incurred in connection with the use of the Service, regardless of whether Party A is at fault. 2. Party A shall endeavor to manage and operate the Service stably and continuously. However, Party B hereby agrees in advance that the system may be suspended for a certain period due to force majeure such as natural disasters or power outages, system changes, maintenance work, or any other circumstances, and shall not claim compensation from Party A for damages resulting from such system suspension. 3. Party A shall not become involved in any disputes arising between Party B and other service users or any other third parties. Should Party A be requested by Party B's business partner to respond to a claim related to Party B or to pay damages, Party B shall reimburse Party A for all expenses incurred, including attorney's fees and other compensation payments. 4. Party A shall not address any issues arising from Party B's reliance on third-party services, including PCs or other equipment used to access the Service or internet connections, and shall not guarantee the resolution of such issues.

Article 12 (Termination)

1. Party A may immediately terminate the Service Agreement with Party B without notice or demand, causing Party B to forfeit the benefit of time, if Party B falls under any of the following circumstances or if Party A determines there is a possibility of such occurrence. Party A shall bear no liability for any damages incurred by Party B as a result of such termination. (1) When Party B violates any provision of these Terms and Conditions (2) When Party B is subject to attachment, provisional attachment, provisional disposition, or other compulsory execution, or when a petition for delinquency disposition is filed against Party B (3) When a bill of exchange or check is dishonored (4) When Party B suspends payments, or when a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation, or similar or similar legal reorganization proceedings, or upon receiving a notice of such proceedings from Party B or Party B's agent (5) Upon dissolution or cessation of business (6) Upon any other significant change in Party B's creditworthiness (7) Upon receiving a warning or recommendation from an administrative authority regarding sales methods or products handled (8) Upon committing any other act contrary to law 2. Notwithstanding the foregoing items, Party A may, upon written notice to Party B, suspend the provision of the Service and terminate this Agreement if Party A determines that Party B's continued use of the Service is difficult.

Article 13 (Exclusion of Antisocial Forces)

1. Party A and Party B hereby declare that they are not currently members of organized crime groups, former members of such groups within the past five years, quasi-members of such groups, companies associated with such groups, corporate extortionists, racketeers posing as social activists, or special intellectual organized crime groups, or other similar entities (hereinafter collectively referred to as “Organized Crime Group Members, etc.”). They further declare and guarantee that they do not fall under any of the following items, and will not do so in the future: (1) Having a relationship where organized crime group members are deemed to control management (2) Having a relationship where organized crime group members are deemed to substantially participate in management (3) Having a relationship where organized crime group members are deemed to be improperly utilized, such as for the purpose of obtaining unjust benefits for oneself, one's company, or a third party, or for the purpose of causing damage to a third party (4) Having a relationship deemed to involve providing funds or other benefits to organized crime group members, etc. (5) Having a relationship with organized crime group members, etc., that is socially reprehensible, involving officers or persons substantially involved in management 2. Party A and Party B shall not, either directly or through a third party, engage in any act falling under any of the following items: (1) Violent demands (2) Unjust demands exceeding legal liability (3) Threatening words or actions, or the use of violence, in connection with transactions (4) Spreading rumors, using deceit or force to damage the other party's credibility, or obstructing the other party's business (5) Other acts equivalent to the foregoing items 3. If either Party violates any one of the preceding two items, the other Party may immediately terminate all contracts concluded with the violating Party, cease all transactions, and forfeit the benefit of time held by the violating Party, without requiring payment of its own debts and without any notice, demand, or other procedure. 4. Neither Party shall bear any obligation or liability for damages incurred by the other Party due to termination under the preceding paragraph.

Article 14 (Amendment of Terms)

Should Party A amend these Terms, Party A shall notify Party B in advance with at least one month's grace period.

Article 15 (Duty to Negotiate in Good Faith)

Matters not stipulated in these Terms or any doubts arising regarding the interpretation of these Terms shall be resolved through consultation between Party A and Party B, acting in good faith.

Article 16 (Jurisdiction)

The Tokyo Summary Court or the Tokyo District Court shall be the exclusive agreed jurisdiction for any legal proceedings, including lawsuits, concerning these Terms.

Article 17 (Nature of Matching; Non-Involvement in Sales Contracts)

Party A shall only provide Party B with matching opportunities with other users through this Service. Party A shall not be a party to any quotation, order, sale, commission, deposit, or any other contract (hereinafter referred to as the “Party Contract”) concluded between Party B and other users (hereinafter referred to as the “Transaction Parties”). The validity, performance, termination, warranty against defects, payment of consideration, transfer of risk, transportation/customs clearance, burden of duties/taxes, price adjustments, cancellations, and all other matters concerning Party Contracts shall be handled at the responsibility and expense of the Transaction Parties. Party A shall not be involved in any way and shall bear no responsibility. Even if monetary disputes arise (such as non-payment, delays, chargebacks, exchange rate losses, deposit refunds, double payments, etc.), Party A shall have no obligation to arbitrate, collect, advance funds, or compensate.

Article 18 (Handling and Retention Period of Messages and Documents)

Messages, notifications, files, and electronic records such as quotations, purchase orders, and contracts (hereinafter referred to as “Platform Records”) on this Service may be deleted after the retention period specified by Party A has expired. Party A shall not be obligated to retain Platform Records, except where otherwise required by law. Party B shall download and store any necessary Platform Records at its own responsibility. Party A shall bear no liability whatsoever for any damages resulting from deletion or loss of such records. Party A may view, copy, or move Platform Records for system maintenance, capacity management, security assurance, or similar purposes, but such handling shall be conducted solely within the scope necessary for providing the Service.

Article 19 (Maintenance of Evidence)

Transaction parties shall upload or share quotations, terms proposals, agreements, contracts, invoices, shipping documents (B/L, AWB, etc.), and other important documents on the Platform. Platform records may serve as supplementary materials regarding agreements under the parties' contracts; however, the responsibility for determining and proving the contract content rests with the transaction parties.

Article 20 (Cross-Border Data & Authenticity)

Party A may conduct reviews such as KYC/KYB or anti-social forces/sanctions screening; however, passing such reviews does not guarantee the counterparty's creditworthiness, authenticity, or eligibility. The accuracy, currency, and legality of data or documents (company information, licenses, certificates, product specifications, supporting evidence, etc.) registered or provided by the transaction parties on this Service are solely guaranteed by the relevant party; Party A makes no such guarantees.

Article 21 (Handling of Environmental Data such as Scope 3)

Environmental data within this Service, including greenhouse gas emissions (covering Scope 3) and other environmental-related data (hereinafter “Environmental Data”), may include self-reported values from suppliers or third-party provided values. Party A shall make reasonable efforts to verify and manage Environmental Data but does not guarantee its completeness, accuracy, comprehensiveness, or compliance with third-country systems. Judgment and responsibility regarding the use, disclosure, or certification of such data shall belong to Party B. Party B shall comply with the laws, regulations, guidelines, and labeling standards of each country regarding the use, display, and disclosure of Environmental Data.

Article 22 (Determination of Price and Conditions)

After shipment commences (after delivery to the carrier is completed), no changes to the purchase price, unit price, rebates, etc., will be accepted within this Service, unless otherwise agreed. Price, quantity, currency, payment terms, delivery terms (Incoterms®), insurance, customs duties, taxes, etc., shall be finalized at the time of order placement. Any subsequent changes require the written agreement of the transacting parties.

Article 23 (Non-Involvement in Dispute Resolution)

Party A shall not be involved in negotiations, mediation, arbitration, or litigation concerning disputes between the transacting parties (including those related to contracts, quality, delivery dates, customs clearance, payment, warranties, claims, returns, re-exports, etc.). Party A shall not be involved or take any action, except when legally requested by a court or administrative agency.

Article 24 (Governing Law and Jurisdiction)

These Terms and the provision of the Service shall be governed by the laws of Japan. The courts specified in Article 16 shall have exclusive jurisdiction. The governing law, court jurisdiction, or arbitration for contracts between the Parties shall be determined individually by the Parties and shall not require Party A's involvement or consent.

25 (Escrow, Payment Agency, etc.)

Unless Party A provides financial-like services such as escrow, payment agency, foreign exchange forward contracts, or trade finance, such functions shall not be included in the Service. If Party A provides such functions, they shall be provided under separate special agreements, fees, and KYC/KYB requirements, and Party A's liability shall arise only within the scope of such provision.

Article 26 (Platform Usage Fee)

Party B shall pay Party A a platform usage fee (hereinafter referred to as the “Commission”) based on the payment arising from a sales contract concluded through this Service, in accordance with the predetermined rate or amount specified by Party A. The Fee shall be collected from both the Buyer and the Seller. The Fee rate, calculation method, payment method, and payment due date shall be determined separately by Party A and shall be governed by the provisions published on the Service screen or by other means. Party A may collect the Fee by deducting it during the payment settlement process arising from the relevant sales contract or by separately invoicing it. If Party B delays payment of the Fee, Party B shall pay Party A a late payment penalty at an annual rate of [●]%. The Fee shall not be refunded for any reason whatsoever, except where Party A separately approves.

Appendix: Cross-Border Transaction Special Terms

These special terms apply to transactions conducted by Party B outside Japan through this Service (hereinafter referred to as “Cross-Border Transactions”). When using this Service, Party B shall comply with the following provisions regarding Cross-Border Transactions.

Article 1 (Definitions)

“Cross-Border Transaction” means a transaction where part of the agreement between the parties involves a business entity, region, transportation, or customs clearance outside Japan.

Article 2 (Delivery Terms and Risk Transfer)

Delivery terms shall be one of the Incoterms® 2020 (EXW/FCA/FOB/CIF/DAP/DDP, etc.). The point of transfer of risk and cost shall follow the agreed Incoterms. For terms with insurance coverage such as CIF, the seller shall endeavor to obtain insurance coverage equivalent to ICC (A).

Article 3 (Customs Clearance, Taxes, and Regulations)

The party responsible for customs clearance procedures, customs duties, value-added tax, consumption tax, and other public taxes and charges shall be determined according to the delivery terms. The parties shall comply with import/export regulations, sanctions laws, quarantine/conformity certification requirements, labeling obligations, etc. Any damages arising from violations shall be the responsibility of the party at fault.

Article 4 (Payment, Currency, Exchange)

The currency shall be [JPY/USD/EUR]. The payment method shall be specified at the time of order placement, such as [T/T/L/C (Letter of Credit)/Online Payment]. The burden of exchange rate gains/losses, overseas remittance fees, and intermediary bank charges shall be borne by [Buyer/Seller/Proportionately]. The default interest rate for late payments shall be [●% per annum].

Article 5 (Inspection and Claims)

Notify the other party within [●] days of receipt for any discrepancies in appearance or quantity, and within [●] days of discovery for any hidden defects. Resolution shall follow the parties' agreement. Party A shall not be involved.

Article 6 (Returns and Re-export)

If return or re-export becomes necessary due to customs refusal, regulatory non-compliance, etc., cost allocation shall follow the delivery terms. Refusal due to Buyer's circumstances shall be borne by the Buyer.

Article 7 (Force Majeure and Logistics)

Neither party shall be liable for delays or non-performance caused by force majeure events such as war, sanctions escalation, import/export bans, epidemics, natural disasters, cyberattacks, or transportation disruptions. Reasonable costs for storage, redelivery, etc., shall be shared according to the delivery terms.

Article 8 (Personal Information and Cross-Border Transfer)

Party A shall handle personal information in accordance with the Act on the Protection of Personal Information (APPI). When transferring personal data to overseas entities, Party A shall implement appropriate safeguards and obtain consent from the data subject where necessary. Where extraterritorial laws (e.g., GDPR) may apply, Party A shall endeavor to comply within reasonable limits.

Article 9 (Anti-Bribery/AML/CFT)

The Parties shall comply with the Unfair Competition Prevention Act, FCPA, UK Bribery Act, AML/CFT, etc. If a violation is discovered, the other Party may terminate without notice.

Article 10 (Limitation of Liability)

Even if Party A's liability regarding the Service is recognized, the maximum amount of Party A's liability for damages shall be limited to the total amount of fees paid by Party B to Party A for the Service during the preceding 12 months (except in cases of Party A's intentional misconduct or gross negligence).

Article 11 (Language and Notices)

If these Terms and any displays are prepared in multiple languages, the Japanese version shall prevail. Important notices shall be provided through the Platform notification system or via electronic means to the registered email address and shall become effective upon delivery.