1. Scope & parties
These Agency Partner Terms (“Terms”) apply to any business (“Partner”) that registers as an agency partner on the AuditToDesk marketplace, operated by SAGBRAIN CORPORATION (“we”, “us”). These Terms supplement AuditToDesk's general Terms of Service and Privacy Policy; where they conflict, these Terms govern for agency-specific matters.
2. Lead delivery & matching
We deliver prospective customers (“Leads”) that our matching logic — which weighs factors including specialisation, location, language, review score, and response time — judges to fit the Partner's specialisation, location, and language. We may adjust the weighting of these factors from time to time to improve match quality. We make no guarantee about lead volume, quality, or conversion rate. The Partner is responsible for responding to delivered leads within a reasonable time.
3. Fees
- Listing on the marketplace, and the features included in the Partner tier, are free of charge.
- When the Partner accepts a lead provided by us, a success fee of ¥7,500 (excluding tax) applies to that lead. No fee applies to leads the Partner declines.
- A Partner on the Partner Plus tier also pays a monthly fee of ¥19,800 (excluding tax). We change a Partner's tier at the Partner's request.
- Prices exclude tax. Japanese Consumption Tax (10%) is added where required by Japanese tax law. Fees are invoiced in Japanese yen; we will notify the Partner of the billing method and payment terms when its listing starts.
- The tiers are described on the partner program page. Changes to fees follow Section 10.
4. Marketplace conduct
- Do not fabricate, inflate, or manipulate customer reviews.
- Do not resell delivered leads to third parties outside the platform.
- Do not attempt to manipulate the matching algorithm.
- Do not misrepresent the AuditToDesk brand to customers (except within an agreed white-label scope).
5. Confidentiality
The Partner will use customer contact details and diagnosis content obtained through matching only to pursue the delivered lead, and will apply reasonable safeguards to protect that information.
6. Term & termination
This partnership takes effect once the Partner's registration is approved and may be terminated by either party at any time. We may suspend a partnership without notice for a material breach, including violations of the marketplace conduct rules above.
7. Disclaimers & limitation of liability
We do not guarantee that any lead will convert into business or produce any particular outcome. To the maximum extent permitted by law, our liability is capped at the amount the Partner paid us in the preceding 12 months.
These disclaimers and limits do not apply to damage caused by our wilful misconduct or gross negligence.
8. Exclusion of organised crime groups
The Partner and we each represent and warrant that neither party, nor any of its officers, persons with de facto control over its management, or equivalent persons, are — or will at any time become — a member of a boryokudan (organised crime group), a person for whom fewer than five years have passed since ceasing to be such a member, an associate member, an affiliated company, a corporate racketeer, a group engaging in criminal activities under the pretext of social movements, a crime group specialising in intellectual crime, or any equivalent person (collectively, "Organised Crime Groups").
The Partner and we each undertake not to engage, whether directly or through a third party, in violent demands, unreasonable demands beyond legal entitlement, threatening conduct or violence, damage to the other party's reputation or interference with its business through the spreading of false rumours, deception or force, or any equivalent conduct.
If the Partner breaches this section, we may terminate this agreement immediately without notice or demand, and suspend both the marketplace listing and lead delivery. We bear no liability for any loss the Partner suffers as a result. If we breach this section, the Partner may likewise terminate immediately.
9. Governing law & jurisdiction
These Terms are governed by the laws of Japan. The Tokyo District Court shall have exclusive jurisdiction over any disputes arising from or relating to these Terms.
10. Changes to these terms
We may update these Terms and will notify registered partners by email in advance of material changes.