This Terms of Service (hereinafter referred to as "these Terms") means that Deloitte Tohmatsu Financial Advisory Limited Liability Company ("the Company") is a registered member (hereinafter referred to as " Hereinafter referred to as "Registered Members"), the contents of the Service (defined in Article 2), the provision conditions of the Service, and the rights between the Company and registered members concerning the provision and use of the Service It is the one that sets out the obligation relationship. In using this service, you must read the full text of this agreement beforehand and agree to this agreement.
Article 1 (Purpose and scope of these Terms)
1. This agreement is intended to determine the contents of this service, the terms and conditions for providing this service, and the rights and obligations between us and registered members concerning the provision and use of this service. This Agreement shall apply to any relation between us and registered members concerning the provision and use of this service.
2. In the event that there is a discrepancy between the contents of this agreement and the description on other websites or explanatory materials on this service, the provisions of these Terms shall prevail.
3. Even if any provision of this agreement or any part thereof is judged invalid or unenforceable, other provisions or other parts of the provision will continue to be fully effective.
Article 2 (Definitions)
In this agreement, the following terms shall have the meanings specified below.
(1) "This website" means the website "M&A Plus" (https://ma-plus.com/en/).
(2) "This Service" means the platform for registering, publishing, and searching information on M&A transactions provided by the Company on this website, progress status on M&A management system, and other accompanying services as M&A matching service. For specific contents of this service, how to use etc., please refer to this user guide (https://ma-plus.com/en/service/download).
(3) "Intellectual property rights" means any patent right, utility model right, design right, copyright, trademark right or any other intellectual property right.
Article 3 (Member registration and registration information)
1. A person who wishes to use this service will inform us of the prescribed membership information (including the desired member type) requested by the Company in the inquiry form (https://ma-plus.com/en/form_other/register ), M&A plus call to the secretariat and other methods defined by us And then apply for member registration for this service.
2. Regarding the applicant for registration under the preceding paragraph, we will decide whether or not to register as a member in accordance with the criteria stipulated by the Company. In order to judge whether membership registration is possible or not, the Company mails a document stating the member information provided by the registration applicant to the address of the applicant for registration, and the applicant for registration received the document After confirming the contents of the description, we shall return it to our company. When we allow membership registration, we will inform the registration applicant to that effect and the type of members permitting membership registration.
3. Registration applicant who is permitted to register as a member of the Company confirms the member information to be registered (including membership type) By clicking on the Accept button on the screen, I agree with these Terms. With the agreement to this agreement, membership registration is completed and the contract relationship based on this agreement between the Company and registered members shall be effective.
4. Registered membership information shall always be complete and up to date. Registered members shall immediately inform the Company of complete and up-to-date membership information to the M&A Plus Secretariat by telephone or other methods determined by the Company in the event of a change in registered member information I will. With respect to such change, we must obtain approval from our company and such change will not take effect until our approval is obtained.
5. In the event that the registered member wishes to change the member type, he / she notifies the Company in advance and notifies the Company of the changed member type beforehand You must obtain approval and such change will not take effect until our approval is obtained. Registered members shall not be able to change the membership type for one year from the last day of the month when membership registration or the last member type change was made.
Article 4 (Account ID and Password Management)
1. We will issue one administrator account ID for each registered member. Registered members shall designate a person who manages their own administrator account ID (hereinafter referred to as "administrator") prior to member registration prescribed in paragraph 3 of the preceding article, and those who must obtain approval from the Company will do. Registered members must obtain the approval of the Company after informing the Company in advance about the change of the member information on the administrator's name and other administrator account IDs beforehand, The change shall not take effect until a change is obtained.
2. With respect to registered members, in response to an application from the administrator of the registered member, the Company issues a person account ID to each person in charge of the registered member (Hereinafter, the administrator account ID and the staff account ID are collectively referred to as "account ID".)). The administrator has to apply for issuance of one person-in-charge account ID for each person in charge who uses this service, and the registered member causes one person in charge to use one person's account ID It shall not be. The application for issuing account personnel account IDs under this section shall be made by the administrator on the registration information management page of this website on the part of the membership information as the information specified by the Company such as the name and contact information of each person in charge Or by a method of notifying the Company to the M & amp; A Plus Secretariat by telephone or other method specified by the Company.
3. All acts performed using the registered member's account ID belong to the registered member, and the Company is held responsible for the act The registered member shall assume full responsibility.
4. Registered members must keep their secrets about their account ID and password regarding this service at their own risk, let them use it by a third party It shall not be.
5. Damage caused to us or other registered members due to theft, leakage, unauthorized access by third parties or other unauthorized use of account ID or password concerning this service , Loss, Costs and Burdens (hereinafter referred to as "Damages, etc."), we are not responsible at all and Registered Members shall bear all responsibility. Registered members shall indemnify the Company for any damages, etc, incurred by us or other registered members and will not bear any responsibility.
6. In the event that it is determined that the account ID or password related to this service is stolen or misused, the registered member shall immediately notify the Company We will notify you and follow the instructions of our company as to the subsequent response.
Article 5 (Use of this service)
1. Registered Members shall agree to use these Terms and User Guides (https://ma-plus.com/en/user/login).
2. If a registered member entrusts the operation of this service to a third party, the registered member shall make an obligation equivalent to the registered member's obligation based on this provision to the third party . However, it is impossible to escape the obligation and responsibility of registered members by that.
3. We will use the User Guide (https://ma-plus.com/en/service/download), at the Company's discretion, publish materials on the website on the details of the functions / service contents of this service, how to use it, etc. We shall assume.
Article 6 (Registration of matter information)
1. Registered members themselves as M&A transactions as parties to M&A transactions or for their own clients who are parties to M&A transactions as financial advisors (FA) ; Register information on project A (including registered member's own member information, hereinafter referred to as "project information") on this website, obtain approval from our company in accordance with the criteria established by us, You can publish it. In this case, the registered member shall register and disclose the matter information on its own responsibility and judgment, and shall be fully responsible for registration and disclosure of the case information. Registered members shall not be able to register and publish item information that contains transaction schemes prohibited under Article 11, item 16.
2. In order to perform matching on the M&A case in which case information is registered and disclosed through this service, the seller and buyer of the M & It is necessary that both FAs are registering members. In addition, the seller and the buyer can not perform matching of the M&A case themselves through this service, and can perform the matching action only through the two FAs.
3. If the Company determines that the matter information registered and disclosed by the registered member violates these regulations or the criteria established by the Company or violates the facts or matches for a considerable period If the Company determines that it is inappropriate to continue disclosing the case information for reasons such as not being established, we may cancel the disclosure of the matter information. In this case, the Company may request the registered member to amend the item information, in accordance with our own judgment, and resume publishing of the item information in accordance with the amended content.
4. Opportunity information shall always be complete and up to date. Registered members shall immediately modify the matter information on the registered matter information management page of this website if there is any change in the matter information.
Article 7 (Obligation to respond to other registered members)
1. When a registered member receives a message concerning an M & amp; A case where the registered information has been registered by another registered member himself / herself within 10 days from that day, the registered member himself / We shall respond to members by using the message function on this website or other method specified by our company.
2. Registered members agree in advance that we will be able to know the contents of correspondence and reply etc. between registered members using the message function on this website We shall assume.
Article 8 (Obligations to notify our company)
1. When a registered member has concluded an agreement relating to FA operation (hereinafter referred to as "FA contract") as FA of seller or seller, when signing an FA contract as buyer or buyer's FA, this registered service In the case where a binding contract (hereinafter referred to as "final contract") concerning the transaction terms of M & amp; A transaction is executed between the matching buyer and seller, if the M & amp; A transaction is executed, the M & amp; ; A case where it is confirmed that the final contract concerning the transaction can not be concluded, or when we decide, we will notify the Company immediately in a prescribed manner.
2. Registered members should respond in good faith to the inquiries received from us regarding the status of use of this service or the progress status of M & amp; A It shall not.
Article 9 (Prohibition of non-use of registered information on other registered members)
1. Registered Member shall inform Member Information and Matters Information on Other Registered Members acquired through this Service by him / herself or his / her FA (limited to those registered as FA in the matter information) A matter of a M&A transaction (limited to a person registered as a party in the case information) of searching M&A case where M & A A case where the matter information was registered in this website, It shall be used only for consultation, negotiation and execution and shall not be used for any other purposes (whether for commercial purposes or not).
2. Registered members strictly and adequately provide confidential information on member information and matter information on other registered members (excluding publicly disclosed information) (Limited to those registered as FA in their own information) or the parties to M&A transactions themselves to become FAs (limited to those registered as parties in the case information) )) Shall not be disclosed or leaked to).
3. Registered members may file a lawsuit or any other complaint against us regarding the use and management of membership information and matter information by other registered members We can not. Regarding the use and management of member information and matter information by himself / herself, if a registered member raises a complaint or other complaint from another registered member or other third party to the Company, the registered member shall notify the Company about such litigation and other complaints We do not assume any responsibility and agree to indemnify the Company for any damages suffered by us, and we will resolve it upon our own responsibility and expense burden if we are requested.
Article 10 (Fee)
1. Enrollment fee
Registered members (limited to those registered as members as FAs) shall pay the Company the registration fee specified below according to the following membership type, when completing membership registration.
(1) Standard members: 500,000 yen (consumption tax not included)
(2) Professional members: 500,000 yen (consumption tax not included)
(3) Deloitte Tohmatsu FA Academy member (Registered member who attended the course designated by the Company at Deloitte Touche Tohm Academy and belonged to employees who received issued certificate): 250,000 yen (excluding consumption tax)
2. Account usage fee
Registered members (limited to those registered as members as FAs) shall pay the Company the account fee specified below according to the membership type and the number of account IDs as of the end of each month after membership registration.
- (1) Standard Members
It is free if the issued account ID is 2 or less.
If the number of account IDs issued exceeds 2, for each account ID that exceeds 2, 10,000 yen per month (excluding consumption tax)
- (2) Professional Members
For each account ID issued, ¥ 10,000 per month (consumption tax not included)
- (3) Deloitte Tohmatsu FA Academy member
For each account ID issued, 10,000 yen per month (consumption tax not included)
3. FA generation fee when concluding FA agreement
When an FA contract is concluded between the seller and the seller's FA and between the buyer and buyer FA for M&A case in which the case information is registered on this website, among the registered members regarding the M&A case Registered members who are FAs of Buyer shall pay 100,000 yen (not including consumption tax) to the Company for the conclusion of the FA contract concerning the specific M&A case as the fee incurred at the time of FA contract concluding. In this paragraph, the phrase "FA contract between Merchant and Seller FA and between Buyer and Buyer FA for M&A case" means that case information on M & amp; Registered member who is FA or FA of buyer or buyer registered information on this website that FA contract concerning M&A case has been concluded between FA of seller and seller and between FA of buyer and buyer I shall say the case.
4. Occurrence rate when concluding the final contract
About the M&A case in which the case information is registered on this website, after the FA contract is concluded between the seller and the seller's FA and between the buyer and buyer FA, between the buyer and the seller relating to the M&A case concerned In the event that the final contract is concluded, the registered members who are FAs of the buyer and the registered members which is FA of the seller among the registered members concerning the M&A case conclude a final contract concerning the M&A case In accordance with the membership classification at the end of the month that was made, we will pay the Company the fee generated at the conclusion of the final agreement specified below. In this paragraph, "the case where the final contract has been concluded" means that the buyer or the seller or a registered member who is the FA as the matter information concerning the M&A case has purchased the M&A case The information on the fact that the final contract concerning the conclusion of the agreement was concluded on this website.
- (1) Standard Members
When it is FA of seller: 1.5 million yen for each contract concluded (consumption tax not included)
When it is FA of buyer: 2 million yen per consumption of final contract (consumption tax not included)
- (2) Professional Members
When it is FA of the seller: 1 million yen for each contract concluded (consumption tax not included)
When it is FA of buyer: 1.5 million yen per consumption of final contract (consumption tax not included)
- (3) Deloitte Tohmatsu FA Academy member
When it is FA of the seller: 1 million yen for each contract concluded (consumption tax not included)
When it is FA of buyer: 1.5 million yen per consent of final contract (consumption tax not included)
5. Registered members who are obliged to pay the fees in the preceding four paragraphs shall notify the fees prescribed in the preceding four paragraphs to the bank account separately designated by the Company by the last day of the month following the month of receipt of the invoice separately issued by the Company Payment shall be made by way of remittance. The fee for the remittance shall be borne by registered members.
6. In the event that the registered member has delayed payment of the fee under this section, the commercial interest rate in Japan at that time (in the case that the commercial statutory interest rate does not exist Shall pay the Company the delayed damages due to the statutory interest rate).
7. Notwithstanding the provisions of paragraph 2 of Article 1 and items 1 to 4 of this Article, If the campaign price is presented as a fee for using this service, the campaign price shall be applied.
8. To refund the fee for using this website and this service paid to us under this section, in any case from us to registered members I will not do. Registered members shall bear responsibility for communication expenses and other expenses related to the use of this website and this service, negotiation, progress management, execution and other related work related to M&A cases, I am not responsible for that.
Article 11 (prohibited matters)
Registered members shall not act corresponding to the following items in using this service.
- (1) Criminal acts and other acts in violation of laws and ordinances (including not only the laws and regulations of Japan, including the laws of other countries, the same applies below)
- (2) Fraud or intimidation against our company, other registered members or other third parties
- (3) Acts of obstructing or damaging the business of the Company, other registered members or other third parties
- (4) Acts infringing on intellectual property rights, honor rights, privacy rights, other rights or interests of the Company, other registered members or other third parties
- (5) An act of registering or posting a message with contents including the expression corresponding to the following on this website or sending it to the Company, another registered member or other third party
- a) Violent or intimidating expression
- b) Obscene or obscene expression
- c) Expression that attracts or encourages discrimination against specific race, ethnicity, religion, sexual orientation
- d) In addition to the above, expressions that give discomfort to other registered members and other third parties
- (6) Acts of sending chain mail, spam mail or other spam to our company, other registered members or other third parties
- (7) Acts of spreading computer viruses and other harmful computers / programs
- (8) act impersonating us, other registered members or other third parties
- (9) Acts of registering information that may possibly mislead the relationship with these persons using the company name, logo or other indication of other registered members or other third parties
- (10) The act of stealing or misuse the account ID or password of another registered member
- (11) An act of putting an excessive burden on the network or system etc of this website
- (12) Acts of unlawfully accessing the network or system etc. of this website
- (13) Advertisement, publicity, solicitation, business acts and other acts contrary to the purpose of this website
- (14) Register information that is sufficient to identify or identify a party to M & amp; A transactions or any other juridical person or individual, contrary to the instructions of this website or the stated intention
- (15) Registering or sending information of false, incorrect or misleading contents regarding member information, case information or the progress status of M&A transaction, neglecting necessary change / renewal etc. in a timely manner
- (16) Securities Report of Listed Companies and Other Securities Reports Subscription and issuance of shares and other securities issued by the company (including issuance of shares through third-party allotment), assets with consideration for securities We judge that it is regulated or likely to be subject to the transfer of business etc., the Financial Instruments and Exchange Law or other laws or regulations, or hinder the proper management, operation and provision of this website or this service from the viewpoint of these regulations Register the matter information containing the transaction scheme that the Company judges that there is a possibility of it or that M&A transaction related to the matter information is executed
- (17) Any act seeking to avoid the obligation to pay the fee for improper use of the Service
- (18) In addition to the above, acts judged by the Company to impede or possibly hinder the proper management, operation and provision of this website or this service
Article 12 (suspension of this service etc.)
1. We can suspend or suspend provision of all or part of this service if it falls under any of the following items. In this case, if we can notify in advance, we will suspend or suspend the provision of all or part of this service in advance, if it is impossible, within that reason within a reasonable period of time , Or notify the registered members of such information.
- (1) When conducting inspection, maintenance, repair or change work of servers, networks, other computers / systems, communication lines, facilities, etc. pertaining to this website
- （(2) When the use of servers, networks and other computers / systems or communication lines, facilities, etc. pertaining to this website is suspended or suspended due to force majeure such as earthquake, lightning, fire, wind and flood damage, natural disaster landsion, power outage
- (3) In case of receiving guidance, recommendation, order etc. to temporarily suspend or suspend provision of all or part of this service from administrative authorities, court, etc
- (4) In addition to the above, in cases where the Company determines that suspension or interruption of all or part of this service is necessary for reasonable reasons
2. In addition to the case set forth in the preceding paragraph, the Company may change the contents of this service at any time, or terminate the provision, in accordance with our reasonable judgment. In the event of termination of the provision of this service, we will announce that fact in advance and notify registered members. In the event that the Company terminates the provision of this service, the contract relationship based on this agreement between the Company and registered members will be terminated at the time of termination.
3. Even if the measures under the preceding two paragraphs have been made, registered members may not use the Company, other registered members or other third parties You can not escape any obligation or obligation owed to it.
4. We shall not be liable for any damages or the like even if damages or the like occurred to a registered member according to the measure taken by the Company under this section I will.
Article 13 (Attribution of intellectual property rights and information)
1. All intellectual property rights relating to this website and this service belong to Licensor licensed by us or our company, and as a member registration for this website and this service and provision of this service , It does not mean a license for registered members of such Intellectual Property Rights.
2. Registered members shall have legal rights for themselves to register, input and transmit their own information, such as registration, input, We assert and warrant to the Company that the information is true and accurate and that registration, input, transmission, etc. of said information does not infringe any rights or interests of third parties We shall assume.
3. Information registered, inputted, transmitted, etc. by registered members on this website and rights related to derived information derived from these information will continue to belong to the registered members We shall do. However, we can freely use this information freely and free of charge as far as is necessary for the management, operation and provision of this website and this service, and the Registered Member shall notify the Company I shall grant the use.
Article 14 (Deletion of Member Registration by Company etc.)
1. If the registered member falls under any of the following items, we will suspend the provision of this service to the registered member without notifying or giving any notice in advance, You can destroy it. If it turns out that it falls under any of the following items 1 to 3, the registered member shall notify the Company immediately.
- (1) In the event of breaching the provisions of this Agreement (including cases where matters warranted and expressed are not true or inaccurate)
- (2) When it is found that there is a false or inaccurate fact in the registration information
- (3) Cancellation of payment or impossibility of payment or the commencement of bankruptcy proceedings, the commencement of civil rehabilitation proceedings, the commencement of corporate reorganization proceedings, the commencement of special liquidation, or the filing of similar bankruptcy proceedings
- (4) A network farm within the network to which the Deloitte Touche Tohmatsu belongs (as defined in the Code of Ethics of the Japan Institute of Certified Public Accountants) by the Company for violation of "Independence Policy" In accordance with the definition of the Code of Ethics of the Accountants Association), we notified that we are aware of the circumstances that would result in the detriment of the independence of the Accountants Association.
"Independence policy" means the laws and regulations such as the Certified Public Accountants Law related to independence required for the network farm within the network to which Deloitte Touche Tohmatsu Limited has audit or assurance operations, Accountants Association Ethics Rules, etc. and the corresponding laws and regulations of each country.
- (5) In addition to the above, when we reasonably judge that continuation of membership registration is not appropriate
2. In the event of cancellation of membership registration under the preceding paragraph, the contract relationship under this agreement between us and registered members will be terminated at the time of such cancellation. In this case, Registered Member shall naturally lose the deadline of the obligation and obligation owed to the Company concerning the use of this website and this Service, and shall immediately perform said obligation and obligation.
3. Registered members shall not be liable for any loss or injury to any of the Company, other registered members or other persons concerning this website or this Service You can not escape any obligations and obligations borne by third parties.
4. Even if damages or the like occurred to registered members due to the cancellation of membership registration carried out by the Company pursuant to this section, we are totally responsible for such damage Shall not.
Article 15 (Cancellation of member registration by registered members, etc.)
1. Registered members can suspend the use of this service at any time by notifying the Company in the manner specified by the Company, and can cancel the membership registration.
2. If you cancel the membership registration pursuant to the preceding paragraph, the contract relationship under this agreement between us and the registered members will be terminated at the time of such cancellation. In this case, Registered Member shall naturally lose the deadline of the obligation and obligation owed to the Company concerning the use of this website and this Service, and shall immediately perform said obligation and obligation.
3. Even if the registered member deletes the member registration in accordance with paragraph 1, even if this website or this service is related to the Company, other registered members, You can not escape any obligation or obligation that you owe.
4. Even if the registered member deletes the member registration according to paragraph 1, after registering again as a member, use this website and this service In doing so, we will again have to pay the registration fee prescribed in Article 10, paragraph 1.
Article 16 (Disclaimer of Warranty and Disclaimer)
1. We shall notify you that this website and this service conform to the specific purpose of registered members, that they have the functions expected by registered members, merchandise value, accuracy or usefulness, The use of the site and this service conforms to the laws and regulations applicable to registered members, that there is no problem with the use of this service, or that information provided by us or other registered members in this website and this service It does not guarantee anything about being true and accurate.
2. We are not responsible for downtime of system or server, temporary suspension, suspension, termination, unavailability or change of provision of this service by our company, deletion or disappearance of registered information Regardless of the reason for the loss of data due to the deletion of membership registration, loss of data due to the use of this service or the failure or damage of the equipment or any other reason, regardless of the cause of default, illegal acts or other charges We do not assume any responsibility for damages suffered by registered members.
3. As a part of this service, we will introduce candidate companies corresponding to the needs of registered members, advise and negotiate on acquisition conditions, etc., M & amp ; We do not assume the obligation to perform the acts necessary for realizing the A case, nor does the contents of this service include providing such actions. Registered members shall make use of this service at their own responsibility and judgment and shall make M&A cases, and we will occur between registered members and other registered members or third parties in relation to this service We are not responsible for any transactions, contracts, contacts, negotiations, consultations, disputes, etc.
4. This website and this service are administered by Deloitte Tohmatsu Financial Advisory Co., Ltd. and provided to registered members based on this contract, It does not relate to the website "M&A Plus" which was managed by Disco Co., Ltd. before December 31, Heisei 20, and the service of the company on that website. The Company shall not be liable for any obligation to the registered member or third party of the company which occurred in connection with the provision of the website or service by DISCO Corporation.
Article 17 (secret retention obligations)
1. The Company shall notify the registered member's registered information of the registered member, the matter information and other confidential information of the registered member acquired in connection with the administration and provision of the website and this service, Except in the case where there is consent by the Company, shall be kept confidential and shall not be disclosed or leaked to a third party.
2. Registered members shall collect confidential information of the Company, other registered members or other third parties acquired in connection with the use of this service, Except where there is prior written consent of the attributing entity, it shall be dealt with confidentially and shall not be disclosed or leaked to a third party. Registered members also disclose confidential information of our company acquired in connection with the use of this service (including, but not limited to, information on this website and information on the system, know-how, program source etc.) , Shall not be used for themselves or for third parties.
Article 18 (Handling of personal information)
Article 19 (Notice)
1. In the case where the registered member gives notice concerning the service or this agreement to the Company, the registered member shall notify the address specified by the Company in the manner specified by the Company.
2. Notice concerning the change of this agreement Others When the Company notifies registered members about this service or this agreement, Sending e-mails to e-mail addresses, sending messages to administrator accounts on this website, and other notices we deem appropriate. Since the registered member failed to update the registration information, if such notification did not arrive, the notification is deemed to have arrived at the point in time at which it would have arrived if the registration information was appropriately updated , We are not responsible for any such failure.
Article 20 (Assignment of position under this contract)
1. Registered members shall assign, transfer, set up collateral or otherwise dispose of the status or the obligations under this Agreement to a third party, unless the Company accepts in writing in advance It shall not be possible.
2. In the event that we transfer this service and the business related to this website to another company, we will assign the status in this contract or the rights and obligations under this agreement , It can be transferred to the assignee of the business concerned.
Article 21 (Governing Law and Jurisdictional Court)
This Agreement shall be governed by the laws of Japan and interpreted in accordance with the laws of Japan. For any dispute arising out of or in connection with this Agreement, the Tokyo District Court shall be the exclusive jurisdiction court of the first instance.
Article 22 (Change of these Terms)
We may change these Terms at any time. When we change this agreement, we will immediately notify the administrator of registered member to that effect. In order for registered members to continue using this service even after changing this agreement, the administrator must agree to the change contents.
Article 23 (Survival provision)
Article 1, 4, 3 and 5, 5, 2, 6, 1, 9, 10, 12, 3 and 4, 13 Article 14, Paragraphs 2 through 4, Article 15, Paragraphs 2 through 4, 16 through 21, and the provisions of this Article, if the contractual relationship based on this Agreement between the Company and registered members is Even after termination, we will continue to have validity thereof. However, with regard to Article 17, we shall continue to have effectiveness valid for three years only after termination of the contract relationship based on this agreement between us and registered members.