Offra Buyer Terms of Service
3-7-18 Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan
Corporate number: 8020001115655
customer@rubik.co.jp
Revised September 25, 2026. The effective date is displayed on the publication and consent screens presenting this version. Application to existing transactions follows the amendment provisions.
Operator: Rubik KK (Japanese registered name: ルービック株式会社; “Rubik”). 3-7-18 Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan. Corporate number: 8020001115655. Contact: customer@rubik.co.jp.
Offra Buyer Privacy Policy · Offra Seller Terms of Service · Japanese Commercial Disclosure and B2B Transaction Information
1. Purpose and the platform's role
These Terms govern the use of Offra's business services operated by Rubik. The service agreement with Rubik and the contract for the sale of goods between the Seller and the Buyer are separate contracts. The Seller and Buyer for each sale are identified on the order page. Unless expressly agreed otherwise, Rubik is not the seller, buyer, owner or carrier of the goods. Rubik provides matching, information display and translation, assistance with transaction documents, instructions to payment providers, review of claims and the other services described on Offra, with reasonable care. These services do not guarantee the authenticity of goods, a party's solvency or the irrevocability of a payment. Nothing in this clause releases Rubik from its own service obligations or from liability that cannot lawfully be excluded.
If Rubik itself acts as Seller, it must be identified as the Seller in the offer and order and owes the Seller's obligations for that transaction. If an affiliate acts as Seller, that legal entity must be identified and each entity bears its own obligations. Affiliation alone does not make Rubik a guarantor of the affiliate's debts. Obligations owed as Seller, including delivery, conformity and refunds, are not excluded by the statement that the platform is not a party to third-party sales or by the platform-liability cap in Article 13. Claims involving sales by Rubik or an affiliate are reviewed by a person separate from the person who handled that sale; the internal outcome does not prevent judicial or other remedies.
2. Businesses only
Buyers must be incorporated entities or sole proprietors lawfully carrying on business in a country or territory supported by Offra and purchasing goods for business purposes. Purchases for private consumption are not accepted. Provide accurate applicable registration or business numbers, VAT numbers, information about the representative's authority, and billing and delivery addresses, and update them without undue delay when they change. Each representative confirms that they have authority to bind the business they represent. Even after access begins following submission of registration information, Rubik may verify that information, request further documents and restrict publication, transactions or payments pending verification. Information entered or declarations in these Terms do not exclude consumer protection or other mandatory rules that apply in the actual circumstances.
3. Accounts and security
Use an authorised account for each representative and safeguard authentication credentials appropriately. Multiple accounts used to circumvent verification, restrictions or transaction limits, impersonation, unauthorised payments, false documents and collusive transactions are prohibited. Notify Rubik promptly if you become aware of unauthorised use or a data breach. Rubik will take account of the user's conduct, authority and security measures, as well as its own responsibility, when responding. Users do not automatically bear all responsibility for third-party conduct for which they are not responsible.
4. How a transaction works
The Buyer publishes a request specifying the goods, quantity, condition, printing/language, budget and delivery destination. Sellers submit offers stating available goods, prices, shipping costs, delivery method and information about the actual items. A request budget is not a commitment to purchase. Selecting a candidate for a 48-hour exclusive negotiation period is distinct from accepting an offer to form a sale. When the Buyer confirms the final conditions on the acceptance screen and accepts the offer, a sale is formed between the identified Seller and Buyer; the JPY amount payable and the reference-currency exchange rate are recorded. Chat messages alone do not amend the amount or conditions on the acceptance screen. Necessary corrections must be reflected on that screen before acceptance, or referred to Rubik.
Each party incorporates its applicable Terms and the common transaction conditions in the counterparty's Terms presented before acceptance, together with the individual offer conditions, into the sale. An express individual agreement takes priority within its scope but cannot increase Rubik's obligations without its consent or displace law or payment-provider rules. Reposting is subject to the conditions and frequency limits displayed for the request.
Rubik may set and display, at the relevant acceptance stage, limits on Sellers' concurrent offers/orders, Buyers' total outstanding order value and individual transactions, taking account of loss exposure, trading history, ratings and unresolved matters. Splitting activity between branches or accounts of the same business to bypass limits is prohibited. Changes generally apply to subsequent activity; urgent restrictions affecting existing transactions are governed by Article 14.
5. Prices, fees and currencies
The Seller enters its desired receipts for goods and shipping in Japanese yen (JPY); Offra calculates the Buyer-facing amounts including fees. The card is charged the JPY total fixed at acceptance, without an unagreed later increase. EUR and other currency displays are indicative. Actual debits or refunds may differ because of the card issuer's exchange rate, processing time and fees. Customs duties, import VAT, clearance charges and card-issuer costs are separate from Offra's charged total unless expressly included.
Offra's base commission rate is 6.4% of the Buyer-facing goods-price basis identified for commission calculation. No Offra commission applies to shipping. This is not simply 6.4% of the Seller's desired receipt. Card-processing costs and tax follow the payment provider's applicable conditions; a stated 3.6% rate alone does not establish the entire cost including tax. The Seller's quotation screen states the Buyer charge, goods/shipping breakdown, expected Seller receipt and cost explanation.
For a transaction performed normally, the agreed Seller receipt is maintained. Rubik handles ordinary processing-cost/tax estimation differences through commission adjustments or otherwise and does not pass them on retrospectively. A different allocation for future specified transactions requires advance disclosure of the amount or a clear calculation method and the Seller's separate express agreement. Refunds, chargebacks, breach-related costs and changes to receipts are governed by Articles 8 and 10.
There is no registration fee or ordinary monthly subscription fee. Future pricing changes follow Article 16. On a refunded transaction, Offra commission is returned proportionately to the JPY refund, reconciling prior fee returns and cost adjustments; no duplicate return or return exceeding the amount originally collected is made. Article 8 governs processing costs not returned by the payment provider.
6. Payment and release of funds
Within 48 hours of acceptance, the Buyer must complete the specified card authorisation or other payment steps. Incomplete orders are subject to cancellation. If no charge has been made, the Seller is released from the supply obligation; reposting is subject to Article 4.
Card authorisation reserves available credit; it is not capture of the payment or irrevocable receipt of funds. The Seller must confirm on Offra that the payment authorisation is valid and the order is ready to ship before dispatching the goods, and must then register valid tracking information. Registration triggers capture of the card payment. If authorisation expires, capture fails or further authentication is required before dispatch, stop shipment, contact Rubik and ask the Buyer to complete any necessary reauthorisation. If the goods have already been dispatched, contact Rubik immediately and cooperate with available loss-mitigation measures, including asking the carrier to intercept or return the parcel. Rubik does not guarantee that these measures can be implemented or that capture will succeed. Registering a tracking number does not guarantee successful payment. The terms of Stripe or the relevant payment provider apply, and Rubik does not control decisions made by card issuers or banks.
Ordinary payments to third-party Sellers are created on a connected Stripe account in the Seller's name, and payouts to the Seller's bank account are processed by the payment provider. When the payment provider receives the price for the Seller, the Buyer is treated as having discharged its obligation to pay the sale price to the extent of the amount received. The Buyer will not be charged the same price again solely because a payout has not yet reached the Seller's bank. If the payment itself is reversed or invalidated, the parties' rights and obligations depend on the reason for reversal, applicable law and clause 8. Under this arrangement, Rubik does not provide an escrow service holding transaction funds in its own name; it manages payment and payout status and gives instructions authorised by the applicable contracts. This description does not disclaim any responsibility imposed on Rubik by law or its agreement with the payment provider. Once delivery is confirmed and the initial 48-hour claim period has ended without a claim, the ordinary payout hold is released. However, where there are reasonable grounds involving fraud, counterfeits, stolen goods, payment disputes, sanctions, an authority's request, insufficient funds or similar matters, a hold may be continued to the extent necessary and proportionate. Wherever possible, its reasons, amount and review date will be communicated. Mere passage of time does not turn an undelivered shipment into a delivered one. The date funds reach the bank depends on Stripe's available balance, account status, payout schedule, bank business days and other relevant factors.
For new or high-risk Sellers, or high-value or high-risk transactions, additional reserves, transaction limits or security requirements reasonably corresponding to anticipated refund and related risks will be disclosed in advance, together with their scope, calculation, duration and release conditions. Urgent fraud investigations will be explained promptly afterwards, and the need for continued restrictions will be reviewed at least every 14 days.
Holds are not indefinite. A lawful refund, release or other resolution will be determined before the payment provider's applicable country-specific maximum holding period is reached. A hold or additional reserve is not implemented merely by including it in these Terms: it is applied only to the extent permitted by law, the payment agreement and the available technical implementation.
The Seller must not bypass a hold through withdrawals, account-setting changes or another payout route. Rubik does not promise instructions beyond its authority under law and the payment agreement and takes measures such as stopping new transactions for accounts where the required hold cannot be secured. Card authorisation, capture, payment-account balance, payout instruction and bank credit are distinct states.
7. Shipping, customs and taxes
Unless expressly agreed otherwise, the Seller must dispatch within 5 business days, counted from the day after card authorisation and excluding Saturdays, Sundays and public holidays in Japan. If authorisation expires sooner, clause 6 applies. The Seller must check appropriate packaging, the agreed tracked delivery method and coverage suited to the type of goods and their full value. Goods with insufficient or excluded coverage must not be sent as an ordinary shipment; resolve the conditions before the transaction. The Buyer must provide an accurate business delivery address where delivery can be received. Any change of address requires both parties' and Rubik's confirmation before dispatch. Reasonable additional costs caused by refusal of delivery or failure to complete import formalities are borne by the party responsible for the cause. Delivery is assessed using tracking, signatures, acknowledgement of receipt and other evidence. A tracking number alone does not establish parcel contents, authenticity or receipt. Risk in the goods passes when they are delivered to the Buyer or an authorised recipient. The Seller must provide the remedies under clause 8 for loss or damage occurring before that point. Claims against the carrier are normally made by the Seller as consignor; legitimate Buyer remedies must not be delayed indefinitely pending carrier compensation. To the extent permitted by law, ownership passes once both capture of the price and delivery have been completed.
The Seller as exporter and, as a rule, the Buyer as importer must fulfil their respective declaration, licensing, tax, product-safety, labelling, sanctions and resale obligations. Different arrangements must be expressly agreed for the transaction in accordance with applicable law. Import VAT, customs duties and clearance charges are generally borne by the Buyer. Japanese export tax exemption applies only where the requirements concerning the transaction, payment, supporting documents and other relevant matters are met. The Seller must verify its own tax treatment and retain the required export evidence. Invoices and other documents generated by Offra from transaction information assist declarations; they do not replace customs authorisations, a rights holder's import consent or a tax assessment. Both parties must cooperate in correction or suspension if they become aware of inaccuracies, underdeclaration or prohibited goods. Unless Rubik has expressly undertaken the relevant role, it is not the importer, a customs representative or a product-conformity assessment body.
8. Conformity and claims
Ordinary discrepancies, damage and missing items must be reported within 48 hours of the confirmed delivery time. The time and deadline are displayed on the transaction page. Attach photographs and other reasonably available evidence. Where photographs cannot be obtained, as with non-delivery, explain why and provide other evidence. The post-delivery period does not begin for an undelivered parcel. A parcel still undelivered more than 21 days after dispatch is subject to investigation. A report may also be made sooner where there are reasonable indications of loss, misdelivery, return, fraud or similar concerns. Fraud, counterfeits, stolen goods and payment disputes may be investigated after the initial period. This initial period governs the platform's prompt review and ordinary hold; it is not a limitation period extinguishing statutory rights or payment-provider dispute procedures.
For ordinary claims after the initial period, whether assistance can be provided will depend on the reason for delay, the evidence and the existing status of funds.
Rubik will seek explanations from both parties, compare reasonable evidence and give reasons for platform measures and any decision on whether and to what extent a refund is due. This is not a court ruling or binding arbitral award. Either party may seek internal review within 7 calendar days of notification by providing further evidence. This does not restrict access to courts or other statutory remedies. False non-delivery or defect claims, substitution of goods, evidence tampering and double recovery are prohibited. A full refund, repair, replacement or partial refund will be determined by the seriousness of the issue, the parties' agreement and their legal obligations. If a return is required, instructions will identify a tracked method and return address; the Seller bears return costs where the Seller is responsible for the return. No return will be required where it would be unlawful or unsafe. A Buyer does not have an automatic right to withdraw for convenience; any such withdrawal is subject to individual agreement or applicable law. For cancellation due to non-dispatch, inability to perform, agreement, fraud or other grounds, cancellation of an authorisation is distinguished from a refund after capture.
Refunds are normally made in the original payment currency to the original card. If the payment provider does not permit this, another lawful method will be arranged following identity verification. A refund destination will not be changed to a third party's account without appropriate scrutiny. The Seller authorises Rubik to instruct Stripe to make legitimate refunds and fee returns under these Terms, to the extent permitted by the payment agreement. Offra commission returns follow the JPY refund proportion and reconciliation method in Article 5. Payment costs not returned by Stripe or another provider are initially allocated under the relevant payment agreement. The Seller bears costs allocated to it under that agreement or the conditions agreed in advance under clause 5, excluding costs borne by Rubik under clause 5 and any portion attributable to Rubik. Charging the Buyer costs for a cancellation for convenience requires express prior agreement to the extent permitted by applicable law; such costs are not automatically deducted from a legitimate full refund. Costs caused by Rubik's processing error are allocated according to Rubik's responsibility. A breakdown and remaining balance will be displayed. Card disputes can arise after goods have been received. The Seller must cooperate in submitting evidence within the required deadlines. A Buyer that has already received a legitimate refund must disclose it to prevent duplicate claims. Legitimate rights to dispute a payment with the card issuer are not restricted.
The Seller bears refunds, chargebacks and reasonable actual costs for which it is responsible under the payment agreement or applicable law arising from its sales, fraud or breach of obligations. If Rubik actually advances or bears such amounts, it may seek reimbursement within the scope of the Seller's responsibility after stating the cause and amount. Rubik will not pass on the portion attributable to its own conduct.
The Buyer may contest the validity of a payment, but must not deliberately misrepresent receipt of goods or a refund, or collude to reverse a payment. To the extent of its responsibility under applicable law, the Buyer bears proven loss caused to Rubik or the Seller by breach of this obligation.
Insufficient funds alone do not create an unconditional obligation for Rubik to guarantee or advance the sale price. This does not exclude obligations imposed on Rubik by law or an individual agreement. The Buyer's refund claim against the Seller is distinct from Rubik's own reimbursement claim. Set-off is limited to mutual claims satisfying the legal requirements. Instructions to hold or apply funds in a Seller's account are given under the authority of the payment agreement. The basis, amount and means of objection will be notified; recovery will not exceed actual loss and no amount will be recovered twice. These Terms do not unilaterally restrict the amounts Stripe or another provider may claim from Rubik.
9. Prohibited items
The Seller must own the goods or have lawful authority to sell them, disclose any security interest or other right that could impede the Buyer's acquisition, and sell genuine goods with accurate descriptions. Where necessary, the Seller must substantiate its source of supply, licences, model, edition, language, quantity, damage, missing parts, repairs and grading status, and provide photographs matching the actual goods. Even genuine goods may raise trademark, distribution-right or other rights issues in the destination country; the Seller must check the basis on which it can lawfully export and sell them. The Buyer's import obligations do not release the Seller from its own responsibilities.
The Buyer must verify its authority and qualifications to purchase, import and resell the goods, and the conditions applicable to selling or using them in the destination country. The fact that goods are genuine Japanese products does not itself guarantee a right to market them under trademark or other applicable rules in the destination country. The Buyer must not request unlawful sourcing, counterfeiting, false grading, circumvention of restrictions or underdeclaration. The Seller's export obligations do not release the Buyer from its own responsibilities.
Counterfeit, stolen or unlawfully obtained goods, infringing goods, dangerous goods, sanctioned goods, goods requiring export or import permission that has not been obtained, and other goods prohibited by Offra may not be traded. Categories, countries and values must fall within Offra's accepted scope. Future categories such as watches, antiques and art may be traded only within the separately approved scope; product safety, cultural-property, CITES and other required checks cannot be omitted.
10. Obligations of the parties
The seller undertakes to offer only items it holds or can guarantee it can obtain, to describe their condition faithfully, to provide photographs of the actual item, and to dispatch under the deadline and conditions in Article 7.
The buyer undertakes to publish genuine requests, to respond within reasonable time during the exclusive window, and to complete import formalities.
Both parties undertake to deal with introductions made through the platform as set out in section 11.
If a third party makes a claim against Rubik because of a user's infringement, unlawful goods, fraud, false statement or breach of obligations, the user must reasonably cooperate, including by supplying documents, and bear reasonable, proven loss and response costs attributable to its own responsibility. Rubik will not pass on its own share of responsibility or amounts increased by unjustifiably denying the user notice or an opportunity to defend the claim. Rubik will notify the user promptly and take reasonable steps to mitigate loss. It will not agree a settlement imposing material obligations on the user without that user's reasonable consent. There will be no double recovery, punitive costs or automatic charging without establishing the relevant facts.
11. Introductions and off-platform transactions
An Offra introduction occurs on the earlier of the date when the Seller sends an offer to a specific Buyer or when both parties begin concrete commercial discussions on Offra. Mere receipt or viewing of an unsolicited notification does not create an introduction. Rubik will identify the counterparty and the relevant record. Existing trading relationships and contacts established independently of Offra are excluded to the extent supported by reasonable evidence. Ordinary shipping and customs communications are not prohibited; this clause addresses moving transactions away from Offra to avoid fees by using an introduction made through Offra.
Orders with the counterparty arising from that introduction must be handled through Offra for 12 months from the later of the introduction or the last Offra transaction, but not beyond 24 months after the first introduction. If both parties wish to move off-platform earlier, they may agree written conditions with Rubik. After Rubik explains the reasonable value of the introduction, the payer and conversion fee must be separately agreed, with a maximum of JPY 150,000 per pair.
Where unauthorised circumvention is suspected, the parties will have an opportunity to explain. Any monetary claim for breach is limited to actual loss reasonably substantiated and may not exceed the conversion-fee cap above. The same amount will not be collected twice from the two parties, and no fixed penalty arises automatically. Once the agreed conversion fee, or a settlement intended to end that pair's obligations, has been received, that pair's obligations under this clause end. Serious or repeated breaches may lead to measures under Article 14.
12. Ratings and content
After a completed transaction the buyer may rate the seller. Ratings must be factual. The platform may remove content that is abusive, defamatory or manifestly inaccurate.
Users must hold the necessary rights or permissions for text, photographs, trademarks and other content they submit. They grant Rubik a non-exclusive licence to use that content to the extent necessary to operate Offra, display and translate information, preserve evidence and perform transactions. Acquiring ownership of goods does not itself confer copyright in images, characters or related works. Use beyond these purposes, such as reuse in advertising, requires separate permission. Infringement notices must identify the rights concerned, the relevant URL, the reasons and contact details. Rubik will review notices, apply necessary restrictions, notify affected parties and allow a response, without obstructing legally required procedures. Automated translations and detection may be wrong. If material quantities, conditions, exclusions, amounts or similar details differ, check the original text and final terms and request correction before acceptance. Remedies where mistranslation means there was no substantive agreement are not categorically excluded. Personal-data processing and disabling translation are governed by the Privacy Policy.
13. Liability
Rubik is responsible for loss with a legally sufficient causal connection to its own breach or negligence. Rubik does not become a guarantor of the price merely because a user, payment provider, carrier or other third party is responsible for its own conduct. Rubik's own improper instructions, failure to take required measures or other fault remain subject to review. Liability for system outages, third-party failures, AI processing errors or data loss is also assessed by reference to Rubik's duties, foreseeability and response; no blanket exclusion applies. To the extent permitted by law, compensation is limited to ordinary, direct loss; special or indirect loss and loss of profit are excluded.
For Rubik's ordinary negligence, monetary damages for an event or series of events arising from the same cause are capped at the higher of JPY 100,000 and the Offra fees actually received by Rubik from the user in the preceding 12 months. The aggregate cap for that user over a rolling 12-month period is the higher of JPY 500,000 and the Offra fees received from that user during that period.
The exclusions and caps above do not apply to Rubik's wilful misconduct or gross negligence, death or personal injury, fraud, personal-data rights that cannot lawfully be restricted, or other liability that cannot lawfully be limited. The damages caps do not extinguish obligations of restitution owed by Rubik itself, obligations to handle funds belonging to users properly, or statutory obligations. A limitation will not apply to the extent that it would deprive an essential contractual obligation of its substance; the remedies required by applicable law remain available. Any responsibility or contribution on the user's part will be taken into account as required by law.
To the extent permitted by law, these caps apply to damages whether claimed in contract, tort or otherwise; splitting claims arising from the same cause does not multiply a cap. Relevant fees are Offra fees actually received by Rubik at that user's expense and not returned, excluding provider costs, taxes, goods prices and shipping. A damages cap does not reduce delivery of principal belonging to a user or restitution owed by Rubik itself. Separate damages remain subject to this Article's conditions and exceptions.
14. Suspension and termination
Where Rubik has reasonable grounds concerning fraud, missing licences, infringement, sanctions, false information, payment risk or safety, it may require further verification, suspend an item or offer, set transaction limits, hold payments or payouts, or restrict account functions to the extent necessary and proportionate. High-value goods, first transactions and transactions between related parties may undergo further review; transactions that cannot be approved will not be accepted. Reasons and the steps required will be communicated where possible, and urgent measures will be reviewed promptly afterwards. Evidence and requests for internal review may be sent to customer@rubik.co.jp. Automated detection alone does not establish wrongdoing or final liability for damages. Notice may be withheld where it would interfere with a legal duty to report, preserve information or maintain confidentiality.
Users may request termination. Termination does not extinguish transactions in progress, legitimate refunds, payment disputes or statutory retention duties. Where transactions remain unfinished, necessary settlement and assistance will continue; ordinary login restrictions are distinct from access to the channel for exercising data-subject rights. Rubik may suspend or terminate access for serious or repeated breach, fraud or legal requirements. For a non-urgent breach capable of remedy, Rubik will generally give reasons and a reasonable period to remedy it. Taking account of the duration of the business relationship, dependence and legally required notice periods, termination for business reasons will generally be notified at least 30 days in advance. Any longer period or other measure required by law will be observed.
15. Personal data
Personal-data processing is described in the applicable Seller or Buyer Privacy Policy. Acknowledging or receiving that policy is not blanket consent to every processing activity. Consent required for a particular activity will be obtained separately through a means allowing a genuine choice. Use the other party's contact details and documents only to the extent necessary for the transaction, legal compliance, legitimate claims or related purposes. Do not use them for unauthorised advertising, harassment or unlawful disclosure to third parties.
16. Changes to these terms
Rubik will identify amendments, version numbers and effective dates, and will generally give at least 30 days' notice of material changes. Express consent to revisions imposing new obligations or disadvantages will be sought by a method permitted by applicable law. Existing sale terms will not be changed unilaterally with retrospective effect. Notice periods may be shortened to the extent necessary for urgent legal compliance. The version and text applicable to an existing transaction will be preserved.
The Japanese, English and French versions establish the same substantive terms. If an interpretative discrepancy remains, Japanese is the reference version. Its priority alone does not override mandatory law, expressly agreed individual conditions or the counterparty's legally protected rights or reasonable reliance arising from statements expressly made in another language. Individual goods conditions follow the agreement at acceptance; mandatory privacy rights are not restricted by this Article.
17. Governing law and disputes
The service agreement with Rubik is governed by Japanese law. Unless they expressly agree otherwise, the Seller and Buyer agree that their entire contract of sale concluded on Offra is governed by Japanese law and expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). An agreement between them on a different governing law or application of the CISG does not bind Rubik or override mandatory laws or rights. The parties should first seek resolution through customer@rubik.co.jp, without preventing urgent interim relief or compliance with claim deadlines. To the extent permitted by law, the Tokyo District Court has exclusive jurisdiction at first instance over disputes concerning these Terms or sales concluded on Offra. This clause does not displace foreign mandatory laws, jurisdiction rules or requirements for recognition and enforcement of judgments. The platform's internal review is not a substitute for judicial remedies.
If a provision of these Terms is invalid or unenforceable, the remaining provisions continue to apply to the extent that they can independently fulfil their purpose. An invalid provision is not automatically replaced with a term less favourable to the user. Failure to exercise a right does not waive it for the future. Notices will be sent to registered contact details or provided through appropriate means on the service. Material notices about money, restrictions or changes to these Terms will be provided in a form that can be retained. Questions, infringement notices and requests for internal review may be sent to customer@rubik.co.jp.