Terms and Conditions of Engagement

These conditions apply when you buy one of the written notes offered on this website. They sit alongside the Website Terms of Service and the written confirmation agreed for each engagement.

1. Scope

1. These conditions apply when you ask the operator of Misty Sparrow Crest (the operator) for one of the written notes described on the Offers page: Online Terms Review Notes, Subscription Terms Outline or Complaint Handling Briefing.
2. The exact scope, timing, price and tax treatment of each engagement are set out in a written confirmation that both sides have accepted. If the confirmation and these conditions differ, the confirmation prevails for that point.
3. Starting prices shown on the website are not an offer to work for that sum in every case; the price that applies is the one in the written confirmation.

2. What a note is and is not

1. A note is general information about public provisions of Japanese law, organised around the material you provide. It is not a legal opinion and not legal advice.
2. The operator is not a law firm. It does not appear for you before a court, an authority, a consumer centre or the other side of a dispute, and does not negotiate or write to a counterparty on your behalf.
3. Illustrative wording in a note, including outline clauses for a subscription service, is a starting point. It is not finished contract drafting. You should have a lawyer review any text before it is published or signed.

3. Matters that should go to a lawyer

1. If the matter has become a dispute, involves a claim for damages, a demand letter from a lawyer, a court or mediation procedure, or an official order, the operator will say that it is outside these notes and suggest that you consult a lawyer. The Japan Legal Support Center (Houterasu) can help to find one.
2. The operator may decline or stop an engagement that would require legal advice or representation.

4. Forming the engagement

1. An enquiry does not create an engagement. The engagement begins when the written confirmation has been accepted by you, for example by a reply email, and the operator has confirmed that it can start.
2. Nothing is charged for an enquiry or for the exchange that leads to the written confirmation.

5. Fees and payment

1. The fee, whether it includes consumption tax, the payment method and the payment date are stated in the written confirmation and agreed before work begins.
2. Work beyond the agreed scope is done only after both sides have agreed in writing to the additional scope and fee.
3. Any transfer charge or similar cost is stated in the written confirmation.

6. Your materials and information

1. You confirm that the information you give is accurate to the best of your knowledge and that you are entitled to share the documents and correspondence you send.
2. Please remove the personal details of your own customers and other third parties before sending anything. See the Privacy Policy for how the operator handles personal information.
3. A note is only as reliable as the information it is based on. If information changes while the work is under way, tell the operator.

7. Delivery

1. Written notes are delivered by email. The briefing is held at the time agreed in writing, followed by a written summary.
2. Timings given on the website (about two weeks, about three weeks, one hour) describe the usual scope. The timing that applies is the one in the written confirmation. If more time is needed, the operator says so before the agreed date.

8. What is included

1. Terms Review Notes: one document, observations cited to the relevant provisions, illustrative wording where a gap is found, and clarifying questions answered while the note is prepared.
2. Subscription Terms Outline: an outline, one round of revision and a short sign-up screen summary.
3. Complaint Handling Briefing: one hour, review of the materials beforehand, and a written summary of the provisions discussed.

9. Cancellation and refunds

1. Conditions for cancelling an engagement and for any refund are stated in the written confirmation and are agreed before any payment is requested.
2. Nothing in these conditions removes rights that a consumer has under mandatory law.

10. Use of the delivered note

1. Once the fee has been paid, you may use the delivered note freely for your own business, including sharing it with your lawyer, your staff and your advisers.
2. You may not present the note as a legal opinion of a law firm or of any named person, and you may not resell it as your own product.

11. Confidentiality

1. Materials you send are used only to prepare your note and are handled as described in the Privacy Policy. The operator does not disclose them to others except to service providers who need them to support the work, or where the law requires.

12. Liability

1. To the extent the law allows, the operator's liability for any one engagement is limited to the fee paid for it. This limit does not apply to intentional acts or gross negligence, and does not take away rights that a consumer has under the Consumer Contract Act or other mandatory law.
2. The operator is not liable for decisions taken on the basis of a note, for changes in the law after the date of the note, or for delay caused by events outside its reasonable control.

13. Governing law and disagreements

1. These conditions are governed by the laws of Japan.
2. If a disagreement arises, both sides will first try to settle it by direct discussion. Courts with jurisdiction under Japanese law decide what cannot be settled that way.
3. If a clause is held to be unenforceable, the remaining clauses continue to apply.

14. Changes

1. These conditions may be updated. The version in force when the written confirmation is accepted applies to that engagement.