TERMS OF SERVICE

Last Updated: October 23, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Buyer" or "you") and ICT Inc. (the "Company," "we," "us," or "our"), a corporation organized under the laws of Japan, concerning your access to and use of the Matcha Wholesale Japan website located at https://www.matcha-wholesale-japan.com/ (the "Site") and the purchase of our products.

1. ACCEPTANCE OF TERMS

By registering for an account, accessing the Site, or placing an order, you agree to be bound by these Terms, our Privacy Policy, and our Shipping & Customs policy. If you do not agree to these Terms, you may not access or use the Site.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Business Customers Only. The Site is intended solely for business-to-business (B2B) wholesale transactions. You must be a registered business entity operating a commercial enterprise (such as cafes, restaurants, or retail establishments) to create an account.

2.2 Account Approval. All account registrations are subject to our approval. We reserve the right to accept or reject any registration application at our sole discretion without providing reasons.

2.3 Account Information. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials.

2.4 Account Suspension or Termination. We reserve the right to suspend or terminate your account at any time if you violate these Terms, engage in fraudulent activity, or for any other reason at our sole discretion.

3. MEMBERSHIP AND ACCESS

3.1 Members-Only Pricing. Product pricing is visible only to approved members. Non-members cannot view prices or place orders.

3.2 Geographic Restrictions. We do not sell or ship products to customers in Japan. Our primary market is the United States, though we may expand to other countries at our discretion.

4. ORDERS AND ACCEPTANCE

4.1 Order Placement. All orders must be placed through the Site using your registered account. By placing an order, you make an offer to purchase products subject to these Terms.

4.2 Order Acceptance. We reserve the right to accept or reject any order at our sole discretion. Order confirmation emails do not constitute acceptance. An order is accepted only when we ship the products or send you written confirmation of acceptance.

4.3 Product Availability. All products are subject to availability. We reserve the right to discontinue any product at any time.

4.4 Pre-Orders. Certain products may be available for pre-order. Pre-order products may require several months to six months for shipment from the order date. By placing a pre-order, you acknowledge and accept this extended delivery timeframe.

5. PRICING AND PAYMENT

5.1 Prices. All prices are stated in USD and are subject to change without notice. Prices do not include shipping costs, customs duties, taxes, or other fees.

5.2 Payment Methods. We accept payment via Shopify Payments, PayPal, and Payoneer. All payments must be made in USD.

5.3 Payment Terms. All orders require full payment at the time of order placement ("Pay Now"). No credit terms are available.

5.4 Shipping Costs. Shipping costs are calculated at checkout based on actual FedEx rates and must be paid in full at the time of order. See our Shipping & Customs policy for details.

5.5 Currency Conversion. If payment is made in a currency different from USD, conversion rates are determined by your payment provider and may include additional fees.

6. SHIPPING AND DELIVERY

6.1 Shipping Terms. All shipments are made on DAP (Delivered at Place) terms as defined by Incoterms 2020. Title and risk of loss pass to you upon delivery to the carrier (FedEx) in Japan.

6.2 Shipping Method. All products are shipped via FedEx using our company account. No alternative carriers are available.

6.3 Delivery Timeframes. Estimated delivery times are provided as guidance only and are not guaranteed. We are not liable for delays caused by carriers, customs inspections, or other factors beyond our control.

6.4 Detailed Terms. For comprehensive information regarding shipping procedures, customs clearance, and delivery terms, please refer to our Shipping & Customs policy.

7. CUSTOMS, DUTIES, AND TAXES

7.1 Customs Clearance Responsibility. For shipments to the United States, we will arrange customs clearance for food import compliance. For shipments to all other countries, you are solely responsible for customs clearance.

7.2 Duties and Taxes. All customs duties, import taxes, and related fees are the sole responsibility of the Buyer and will be billed directly by FedEx upon delivery (DDU - Delivery Duty Unpaid). We do not collect or remit duties or taxes on your behalf.

7.3 Regulatory Compliance. You are responsible for ensuring that the products comply with all applicable laws and regulations in your country, including food safety standards, labeling requirements, and import restrictions.

8. INSPECTION AND CLAIMS

8.1 Inspection Period. You must inspect all products within 7 days of delivery and notify us immediately of any defects, shortages, or non-conformities.

8.2 Claims. Claims for damaged, defective, or incorrect products must be submitted in writing within 7 days of delivery, accompanied by photographic evidence. Claims submitted after this period will not be accepted.

8.3 Our Discretion. We will evaluate all claims at our sole discretion and may offer replacement, credit, or refund as we deem appropriate.

9. RETURNS AND CANCELLATIONS

9.1 No Returns. Due to the nature of food products, we do not accept returns except in cases of proven defects or errors on our part.

9.2 Order Cancellation. Orders cannot be cancelled once payment has been confirmed, as inventory procurement begins immediately upon order acceptance. Pre-orders cannot be cancelled once payment has been processed, as we arrange inventory specifically for your order. All sales are final upon payment.

9.3 No Refunds. Due to the nature of our B2B wholesale business and perishable food products, all sales are final. We do not offer refunds except in cases of proven defects, errors, or damages that are our responsibility as determined in Section 8. If a refund is approved at our sole discretion, it will be processed to the original payment method within 14-30 business days. Shipping costs are non-refundable under all circumstances.

10. PRODUCT QUALITY AND WARRANTY

10.1 Product Quality. We warrant that our products will conform to their descriptions and be free from material defects at the time of shipment from Japan.

10.2 Storage and Handling. We are not responsible for quality deterioration caused by improper storage, handling, or delays in customs clearance beyond our control.

10.3 Limited Warranty Period. Any warranty claims must be made within 7 days of delivery. We make no warranties beyond this period.

10.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR PRODUCTS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

11.2 Excluded Damages. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

12. FORCE MAJEURE

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, government actions or restrictions, transportation disruptions, or supplier failures. In such events, our performance obligations shall be suspended for the duration of the force majeure event.

13. INTELLECTUAL PROPERTY

13.1 Ownership. All content on the Site, including but not limited to text, graphics, logos, images, and software, is the property of the Company or its licensors and is protected by intellectual property laws.

13.2 Limited License. You are granted a limited, non-exclusive, non-transferable license to access and use the Site solely for the purpose of placing orders. You may not reproduce, distribute, modify, or create derivative works from any Site content without our prior written consent.

13.3 Product Images. You may not use product images or descriptions from the Site for any purpose without our express written permission.

14. PROHIBITED CONDUCT

You agree not to:

• Use the Site for any unlawful purpose or in violation of these Terms
• Provide false or misleading information during registration or ordering
• Attempt to gain unauthorized access to the Site or other user accounts
• Interfere with or disrupt the operation of the Site
• Resell products in Japan or to Japanese customers
• Use automated systems (bots, scrapers) to access the Site without permission

15. PRIVACY

Your use of the Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our data collection and use practices.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Site with an updated "Last Updated" date. Your continued use of the Site after changes are posted constitutes acceptance of the modified Terms. We encourage you to review these Terms periodically.

17. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict of law provisions.

18. DISPUTE RESOLUTION

18.1 Negotiation. In the event of any dispute arising out of or relating to these Terms or your use of the Site, the parties agree to first attempt to resolve the dispute through good faith negotiation.

18.2 Arbitration. If the dispute cannot be resolved through negotiation within 30 days, it shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association (JCAA). The place of arbitration shall be Tokyo, Japan. The language of arbitration shall be English. The arbitration award shall be final and binding on both parties.

18.3 Exceptions. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

19. SEVERABILITY

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and Shipping & Customs policy, constitute the entire agreement between you and the Company regarding your use of the Site and supersede all prior agreements and understandings.

21. WAIVER

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

22. CONTACT INFORMATION

For questions regarding these Terms, please contact us at:

ICT Inc.
1-35-8 Nihonbashikakigaracho, Chuo-ku, Tokyo 103-0014 Japan
Email: info@matcha-wholesale-japan.com