Agreement to Standard Form Contract Terms (Teikei Yakkan)

Plain-language explanation

This article establishes how "standard form contract terms" (teikei yakkan) — like terms of service, insurance policies, or transportation carriage rules — legally bind parties even when the other side hasn't read every clause. A "teikei torihiki" (standard-form transaction) is one where a business deals with many unspecified customers on uniform terms that make sense for both sides given the nature of the business (e.g., a SaaS subscription, a train ticket, an insurance contract).

Paragraph 1 says a party is deemed to have agreed to all individual clauses in the standard terms if either: (1) they agreed that the standard terms would govern the contract, or (2) the business preparing the terms had announced in advance that the standard terms would apply. Practically, this means clicking "I agree" to a terms-of-service page — without reading the fine print — is generally enough to bind the customer to the whole document.

However, Paragraph 2 provides a crucial safeguard: any clause that unreasonably restricts the customer's rights or imposes excessive burdens, and which — considering the nature of the transaction, actual circumstances, and general business norms — violates the good faith principle (Article 1, Paragraph 2) by one-sidedly harming the customer's interests, is treated as NOT agreed to, even if it appears in the standard terms. This means businesses cannot hide unfair or abusive clauses (e.g., excessive penalty fees, unreasonable liability waivers, hidden auto-renewal traps) in boilerplate terms and expect them to be enforceable — courts can strike such clauses down. For business owners, this means drafting terms of service or contracts requires balancing enforceability with fairness; for those on the receiving end, it means unfair clauses buried in fine print may not hold up even if technically "agreed to."

日本語での解説

Common scenarios

• ▸A SaaS or app company drafts terms of service that users accept via a checkbox before signing up
• ▸An insurance company relies on its standard policy wording to define coverage and exclusions
• ▸A railway or bus company's carriage conditions govern passenger liability and refund rules
• ▸An e-commerce platform includes a clause limiting its liability for late delivery or defective products
• ▸A telecom provider includes an auto-renewal or cancellation-fee clause in its subscriber agreement