LEGAL
Terms of Service
Effective date: 1 June 2025 · Governing law: Japan
1. Service Overview
KEISHŌ (継承) is a business succession marketplace operated by Ataraxia Partners ("we", "us", "KEISHŌ") that connects business owners seeking succession with prospective buyers ("Buyers") and facilitates introductions and secure information exchange between matched parties. KEISHŌ acts as a platform facilitator only and is not registered as an M&A advisor. Negotiations and transaction closing are conducted directly between buyers and sellers. These Terms of Service ("Terms") govern all access to and use of the KEISHŌ platform, including the website at keisho.ai, all associated APIs, and any related services (collectively, the "Service").
2. Acceptance of Terms
By creating an account, accessing the Service, or clicking any acceptance button, you agree to be legally bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Service. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
3. Eligibility
You must be at least 18 years of age to use the Service. By using the Service you represent and warrant that you meet this requirement. Persons subject to international sanctions or who are members of antisocial forces (反社会的勢力) as defined under Japanese law are not permitted to use the Service.
4. Accounts
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at admin@keisho.ai of any unauthorised use. We reserve the right to suspend or terminate accounts at our discretion, including for breach of these Terms.
5. Seller Obligations
Sellers represent that all information submitted in a listing is accurate, complete, and not misleading. Sellers must hold all necessary legal rights to sell or transfer the business described. Sellers agree not to circumvent the platform as set out in Section 19.
6. Buyer Obligations
Buyers agree to use information obtained through the Service solely for the purpose of evaluating a potential acquisition. Buyers must not disclose confidential seller information to third parties without the seller's consent. Buyers agree not to circumvent the platform as set out in Section 19.
7. Fees and Payments
KEISHŌ operates a matching and private-auction platform. The following platform fees (システム利用料) apply. These are fixed, capped fees for use of the Service — not percentage-based M&A advisory fees: • Listing submission: free of charge • Private auction initiation: free of charge • Buyer Platform Fee — flat, capped fee payable by the Buyer after both parties sign a Letter of Intent (direct path, calculated from the agreed LOI amount) or upon a winning auction bid (calculated from the winning bid): • Deal size under ¥10,000,000: ¥200,000 • Deal size ¥10,000,000 – ¥30,000,000: ¥350,000 • Deal size ¥30,000,000 – ¥50,000,000: ¥500,000 • Deal size ¥50,000,000 – ¥100,000,000: ¥900,000 • Deal size ¥100,000,000 – ¥300,000,000: ¥1,500,000 • Deal size ¥300,000,000 and above: ¥2,500,000 All fees are displayed in Japanese Yen (JPY) unless otherwise stated, are inclusive of applicable consumption tax (消費税), and are non-refundable except as required by applicable law or as expressly stated in these Terms. Payments are processed by Stripe and are subject to Stripe's terms of service.
8. Platform Fees
Buyer Platform Fee. On the direct path, after both parties sign a Letter of Intent, a flat, capped Buyer Platform Fee becomes payable by the Buyer, determined from the agreed LOI amount. On the auction path, when a winning bid is accepted, the fee is determined from the winning bid amount: • Deal size under ¥10,000,000: ¥200,000 • Deal size ¥10,000,000 – ¥30,000,000: ¥350,000 • Deal size ¥30,000,000 – ¥50,000,000: ¥500,000 • Deal size ¥50,000,000 – ¥100,000,000: ¥900,000 • Deal size ¥100,000,000 – ¥300,000,000: ¥1,500,000 • Deal size ¥300,000,000 and above: ¥2,500,000 There is no seller auction setup fee and no buyer auction entry fee. Invited buyers access the data room and bid after signing the NDA. On the direct path, both parties access anonymised Q&A and the data room after the NDA; the Buyer then issues the LOI. Platform fees are non-refundable once the related service has been provided — for Buyers, once a matched introduction is completed or a winning bid is accepted — except as required by applicable law.
9. Auctions
Certain listings are offered through a private sealed-bid auction. To participate, a Buyer must be verified and invited. The Seller may initiate a private auction at no charge. There is no buyer entry fee: invited buyers sign an NDA, then access the data room and submit a bid. Bids must meet any reserve price set for the auction and must exceed a prior bid by the published minimum increment (the greater of ¥100,000 or 1% of the reference amount). Competing bid amounts remain confidential. Upon the Seller's acceptance of a winning bid that meets the reserve, the Buyer Platform Fee set out in Section 8 becomes payable by the Buyer. KEISHŌ facilitates the introduction and the Letter of Intent between the parties but is not itself a party to the resulting transaction.
10. Prohibited Conduct
You agree not to: (a) use the Service for any unlawful purpose; (b) post false, misleading, or fraudulent content; (c) attempt to gain unauthorised access to any part of the Service; (d) use the Service to harass, threaten, or harm any person; (e) use automated tools to scrape or harvest data; (f) interfere with the security or integrity of the Service; or (g) violate any applicable law or regulation.
11. Intellectual Property
All content on the Service, including text, graphics, logos, and software, is owned by or licensed to KEISHŌ and is protected by Japanese and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to access and use the Service for its intended purpose. You may not reproduce, distribute, or create derivative works without our prior written consent.
12. Confidentiality
Business listings on KEISHŌ contain confidential commercial information. Buyers agree to treat all non-public information about a listed business as strictly confidential, to use it solely to evaluate the potential acquisition, and not to disclose it to any third party without the seller's written consent.
13. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. KEISHŌ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES. KEISHŌ MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY LISTING OR MATCH ANALYSIS.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEISHŌ'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO KEISHŌ IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ¥10,000. IN NO EVENT SHALL KEISHŌ BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
15. Indemnification
You agree to indemnify and hold harmless KEISHŌ, its officers, directors, employees, and agents from any claim, demand, or damage, including reasonable legal fees, arising out of your use of the Service, your violation of these Terms, or your violation of any rights of a third party.
16. Termination
We may suspend or terminate your access to the Service at any time for any reason, including breach of these Terms. Upon termination, all licences granted to you will cease immediately. Sections 11 through 19 survive termination.
17. Amendments
We may update these Terms at any time. Material changes will be notified via email or a prominent notice on the Service. Continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.
18. Governing Law and Dispute Resolution
These Terms are governed by the laws of Japan. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the Tokyo District Court (東京地方裁判所) as the court of first instance.
19. Non-Circumvention
You agree not to circumvent, bypass, or avoid KEISHŌ in order to complete, or to attempt to complete, a sale, purchase, or other transfer of a business (or of any material assets of a business) with a party to whom you were introduced, matched, invited, or whose identity was disclosed through the Service, without paying the applicable Buyer Platform Fee. This obligation applies for twenty-four (24) months after the later of: (a) the last introduction, NDA, auction invitation, data-room access, or identity disclosure facilitated by KEISHŌ between the same parties; or (b) termination of your account. If you breach this Section, you shall pay KEISHŌ, as liquidated damages and not as a penalty, an amount equal to three (3) times the Buyer Platform Fee that would have been payable on the transaction (determined from the actual consideration or, if unknown, from the listing asking price or last bid). Buyer and Seller are jointly and severally liable for this amount. The parties agree that this sum is a reasonable pre-estimate of KEISHŌ's loss of platform fees, operational costs, and opportunity cost, which are difficult to calculate precisely. KEISHŌ may suspend accounts, withhold further disclosures, and pursue any additional remedies available at law. This Section survives termination of these Terms.
20. Contact
Questions about these Terms should be addressed to: ATARAXIA PARTNERS admin@keisho.ai keisho.ai