Legal

These Fee Terms set out, under Article 1, paragraph 2 of the Last Mile, Inc. Terms of Service (the "Terms"), the types of fees for the Service, how they are calculated, and how they are billed and paid. Terms used here have the meanings given in the Terms unless otherwise defined.

1. Fees for the Service are as follows.
   1. (1) Platform fee: 3% of Omnichannel Fulfillment GMV. "Omnichannel Fulfillment GMV" means the total merchandise value (Article 5) of the eligible orders defined in Article 3.
   2. (2) Fulfillment fees (when using Fulfillment Services): the base fee, overage fees for monthly active SKUs beyond those included in the base fee, storage fees, fulfillment fees, shipping fees, and fees for other related work. Amounts follow the fee table on our website or a quote we present and the User accepts.
2. A User that uses Fulfillment Services pays both the platform fee and fulfillment fees.
3. There is no initial fee, unless set out in an Individual Agreement.

Orders subject to the platform fee ("Eligible Orders") are those marked "Eligible" in the table below.

1. Even if an order falls under more than one type, the platform fee is counted only once per order.
2. A restock-notification order is an order for the same item covered by a restock notification, purchased within 7 days after the link in the notification was clicked.
3. A store referral is an order recorded in the Service as purchased from a product link sent by store staff.
4. Eligible Orders are counted in the month to which their order date (Japan time) belongs.

1. Merchandise value means the price of goods paid by the purchaser (including consumption tax, value-added tax, and other taxes), less discounts such as coupons, and excludes shipping.
2. When a refund is made to a purchaser for an Eligible Order, the refunded merchandise value is deducted in the month the refund is recorded in the Service. No fee is charged for refunds.
3. If the platform fee for a month falls below zero as a result of the preceding paragraph, the platform fee for that month is zero, and the shortfall is deducted from platform fees in later months. The shortfall is not paid out.
4. Merchandise value in foreign currencies is converted to yen at MUFG Bank's published telegraphic transfer middle rate (TTM) for the last day of the month being counted. If no rate is published for that day, the rate from the most recent preceding publication day is used.
5. The platform fee is calculated on the monthly total, and amounts of less than one yen are rounded down.

1. The platform fee is counted based on data on orders, shipments, notifications, and referrals recorded in the Service.
2. We make an order-by-order statement of what was counted available to the User in the Service's admin screens.
3. If the User disputes a statement, it shall notify us by the method we prescribe within 30 days of the invoice issue date. If no notice is given within that period, the User is deemed to have approved the statement.
4. If we confirm that a dispute under the preceding paragraph is justified, we will make an adjustment in a later invoice.

1. Fees are closed at the end of each month and invoiced in the following month.
2. Payment is due by the last day of the month in which the invoice is issued. For example, fees for September are invoiced in October and due by October 31.
3. Payment is made by either of the following.
   1. (1) Credit card: charged automatically to the registered card when the invoice is issued.
   2. (2) Bank transfer: transferred in yen to the account we designate. Transfer fees are borne by the User.
4. Invoices are issued as qualified invoices under Japan's invoice system (registration number: T2010001253115).
5. Fees already paid are not refunded, except where the cause is attributable to us or an adjustment is made under Article 6, paragraph 4.

1. If the User does not pay fees by the due date, it shall pay late-payment damages calculated at the statutory interest rate for the number of days from the day after the due date until payment.
2. Suspension of use and termination of the Service Agreement for late payment are governed by Articles 14 and 15 of the Terms.

1. When the Service Agreement ends, platform fees for Eligible Orders received up to the end date and fulfillment fees up to the end date are invoiced in the month after the end date.
2. Because the Service Agreement ends at the end of a month, monthly fees such as the base fee are not prorated.
3. Amounts scheduled to be deducted in later months under Article 5, paragraph 3, and refunds recorded after the end date, are not deducted.
4. Storage and other fees until goods are collected under Article 17, paragraph 8 of the Terms are invoiced separately from the preceding three paragraphs.

1. When we change these Fee Terms, we will notify Users of the change, the changed content, and the effective date at least 60 days before the effective date.
2. Changes disadvantageous to Users, such as a rate increase or an expansion of Eligible Orders, are made with the User's consent. A User that does not consent may cancel the Service Agreement under Article 16 of the Terms. For a User that has not consented by the effective date, these Fee Terms before the change continue to apply.

Fees in these Fee Terms exclude tax. We add consumption tax to the fees when invoicing.