Terms of Service

These Terms of Service (the "Terms") set out the conditions for using the KAKEI AI bookkeeping service (the "Service") provided by Kakei Inc. ("we", "us"). By using the Service, you agree to these Terms.

1. Application

1. These Terms govern the entire relationship between us and you regarding the Service.
2. Our pricing page, help content, guidelines and Privacy Policy ("Supplementary Rules") form part of these Terms. If they conflict with these Terms, the Supplementary Rules prevail.
3. The Service is for business use. You agree to use it for the purposes of your business.

2. Definitions

1. "Customer" or "you" means the company, organisation or sole proprietor that has agreed to these Terms and completed registration.
2. "User" means an individual authorised to use the Service under your account, including your officers, employees and external accountants.
3. "Customer Data" means documents, images and data that you or your Users upload, send, forward or connect to the Service, and the extraction results, suggested entries and other outputs generated from them.
4. "Document Volume" means the number of invoices, receipts and other documents read by the Service, counted as described on our pricing page.
5. "Paid Plan" means the Pro plan, Business plan or any other paid plan we offer.

3. Registration

1. To use the Service, you must agree to these Terms and register using the method we specify.
2. We may decline a registration, without giving reasons, if: the application contains false or missing information; the applicant has previously been suspended for breaching these Terms; we determine the applicant is or may be an Anti-Social Force (Section 16); or we otherwise reasonably consider registration inappropriate.
3. An individual registering on behalf of an organisation represents and warrants that they have authority to bind that organisation to these Terms.

4. Account security

1. You are responsible for keeping login credentials secure.
2. You must ensure your Users comply with these Terms. Use by your Users is treated as use by you.
3. Any use of the Service with your credentials is treated as your use, unless caused by our wilful misconduct or gross negligence.
4. If you become aware of credential leakage or unauthorised use, you must notify us immediately and follow our instructions.

5. Plans and fees

1. The Service is offered on Free, Pro and Business plans. Features, user numbers, Document Volume limits and fees for each plan are as set out on our pricing page.
2. Paid Plan fees are calculated by number of Users and Document Volume. Usage above the included limits incurs additional fees as listed on the pricing page.
3. The Free plan is provided at no charge. We may change its content and conditions in accordance with Section 12.
4. Unless stated otherwise, prices exclude taxes, which you are responsible for paying.

6. Payment

1. You must pay Paid Plan fees by the payment method and due date we specify.
2. Fees are billed in advance monthly or annually from the start date of your subscription. Additional usage fees are billed on the next billing date after they arise.
3. Paid Plans renew automatically on the same terms unless you cancel before the day preceding the renewal date.
4. For late payments, we may charge late interest at 14.6% per annum and suspend all or part of the Service.
5. We issue invoices and receipts electronically. Where we are a registered Qualified Invoice Issuer in Japan, they will include the required particulars.

7. Changing plans and cancellation

1. You may change or cancel your plan at any time using the method we specify.
2. Upgrades take effect immediately and are billed pro rata. Downgrades take effect on the next renewal date.
3. Cancellation takes effect at the end of the current billing period. Except as required by law, fees already paid are non-refundable, unless you were unable to use the Service for reasons attributable to us.
4. You may export Customer Data for 30 days after cancellation, after which we delete it in accordance with our Privacy Policy.

8. Customer Data

1. Rights in Customer Data belong to you or the relevant rights holder. We acquire no rights in Customer Data except as set out in these Terms.
2. You grant us permission to store, copy, analyse, process and otherwise use Customer Data to the extent necessary to provide, maintain, secure and support the Service.
3. We will not use Customer Data to train AI models provided to other customers without your explicit consent. Per-customer categorisation learning takes place only within your workspace.
4. We may use statistical information processed so that no customer or individual can be identified, to improve the Service.
5. You represent and warrant that you have the rights needed to provide Customer Data to the Service, and that you have given any notices and obtained any consents legally required for personal information contained in it.
6. You remain responsible for any legal obligations to retain books and records, and should keep backups of Customer Data where needed.

9. AI outputs

1. Extraction results, category suggestions, duplicate alerts, reconciliation results, cash flow forecasts and other outputs ("Outputs") include AI-generated estimates. We do not guarantee that they are accurate or complete.
2. You are responsible for reviewing Outputs before relying on them, especially before making payments, filing tax returns, closing accounts or making other important decisions.
3. The Service does not provide tax representation, preparation of tax documents, tax advice or other services reserved to licensed tax accountants, nor audit services. Consult a qualified professional for tax and accounting decisions.
4. Cash flow forecasts are projections based on past data and scheduled items and do not guarantee your future financial position.

10. Prohibited conduct

You and your Users must not:

1. violate any law or public order and morals;
2. engage in conduct connected with crime, money laundering, tax evasion or other unlawful purposes;
3. knowingly process forged or falsified documents;
4. infringe the intellectual property, privacy, reputation or other rights of us, other customers or third parties;
5. place excessive load on, or interfere with the operation of, our servers or networks;
6. gain unauthorised access, circumvent authentication or probe for vulnerabilities, unless we have given prior written permission;
7. reverse engineer, decompile or disassemble the Service;
8. analyse or copy the Service in order to build a competing product;
9. access the Service by scraping or other automated means we have not authorised;
10. transfer, lend or share credentials with third parties (other than by adding Users);
11. transmit malware or other harmful code; or
12. engage in any other conduct we reasonably consider inappropriate.

11. Third-party services

1. At your choice, the Service may connect with banks, accounting software, email services and other third-party services.
2. Your use of third-party services is governed by their own terms. We are not responsible for their content, availability, or how they handle data.
3. Changes made by third parties may cause integrations to stop working in whole or in part.

12. Changes and interruptions

1. We may change the Service or add features. For changes that materially disadvantage you, we will give reasonable advance notice.
2. We may suspend all or part of the Service temporarily without notice for urgent maintenance; force majeure such as fire, power failure, natural disaster, epidemic, war or network failure; failures of cloud services we rely on; or other reasonably necessary reasons.
3. If we discontinue the Service, we will generally give at least three months' notice and an opportunity to export Customer Data.

13. Intellectual property

1. All intellectual property rights in the Service, including software, AI models, designs, trademarks and text, belong to us or our licensors.
2. We grant you a non-exclusive, non-transferable right to use the Service during your subscription in accordance with these Terms.
3. We may freely use any feedback or suggestions you give us about the Service, without compensation.

14. Confidentiality

1. Each party will keep confidential the non-public information disclosed by the other in connection with the Service (including Customer Data), use it only for the purposes of the Service, and not disclose it to third parties without prior consent, except as required by law or, in our case, to service providers in accordance with our Privacy Policy.
2. Confidential information does not include information that: (1) was public at the time of disclosure; (2) later becomes public through no fault of the recipient; (3) was lawfully obtained from a third party without a duty of confidence; or (4) was independently developed by the recipient.
3. These obligations survive for three years after termination.

15. Suspension and termination

1. We may suspend your use of the Service or terminate your agreement without prior notice if: you breach these Terms and fail to cure within a reasonable period after notice (no notice is required for material breaches); you fail to pay fees after a reminder; you become subject to suspension of payments, insolvency, bankruptcy, civil rehabilitation or similar proceedings; on the Free plan, the account has been inactive for six months or more and you do not respond to our contact; or we otherwise reasonably determine your use is inappropriate.
2. We are not liable for loss caused by measures under this Section, except in cases of our wilful misconduct or gross negligence.

16. Anti-social forces

1. You represent and warrant that neither you nor your officers are, now or in the future, organised crime groups or their members (including persons for whom five years have not passed since leaving such a group), quasi-members, related companies, corporate racketeers, groups engaging in criminal activities under the pretext of social movements, special intelligence violence groups, or similar ("Anti-Social Forces"), and that you have no socially reprehensible relationship with Anti-Social Forces.
2. If you breach this Section, we may terminate your agreement immediately without notice.

17. Disclaimer of warranties

1. We make no warranty, express or implied, that the Service will be fit for your particular purpose, have the functionality, accuracy or usefulness you expect, comply with laws or industry rules applicable to you, or be free of defects.
2. We will use commercially reasonable efforts to provide the Service but do not guarantee that it will be uninterrupted or error-free.

18. Limitation of liability

1. We are liable only for ordinary and direct damages arising from our breach of contract or tort in connection with the Service, and not for lost profits, indirect or special damages.
2. Our total liability is limited to the total fees you paid us in the 12 months preceding the month in which the event giving rise to liability occurred. For Free plan customers, our liability is limited to JPY 10,000.
3. These limitations do not apply in cases of our wilful misconduct or gross negligence, or where limitation is not permitted by law.

19. Changes to these Terms

1. In accordance with Article 548-4 of Japan's Civil Code, we may change these Terms without your individual consent where the change (1) is in the general interest of customers, or (2) does not conflict with the purpose of the agreement and is reasonable in light of its necessity, the appropriateness of the new terms and other circumstances.
2. We will publish the amended Terms and their effective date on the Service, or notify you by email, a reasonable period before they take effect.

20. Notices

We give notices by posting on the Service or by email to your registered address. Email notices are deemed received when sent.

21. Assignment

1. You may not assign or pledge your position or rights and obligations under these Terms without our prior written consent.
2. If we transfer the business relating to the Service (including by merger or company split), we may transfer your agreement, our rights and obligations under these Terms, and Customer Data to the transferee, and you consent to this in advance.

22. Severability

If any provision of these Terms is held invalid or unenforceable under the Consumer Contract Act or any other law, the remaining provisions continue in full force and effect.

23. Governing law and jurisdiction

1. These Terms are governed by the laws of Japan.
2. The Tokyo District Court has exclusive jurisdiction in the first instance over any dispute relating to the Service.
3. The Japanese version of these Terms is the official version. This English version is provided for reference, and the Japanese version prevails in case of inconsistency.