Terms Of Service

By signing up for an Order.PH Account or by using its “Store Services” and other services incidental to the platform , you are agreeing to be bound by the following terms and conditions (the “Terms of Service”). If you do not agree to these Terms of Use, do not access and/or use this Platform or the Services.

1. You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time.
2. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
3. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account
4. If you are below 18 years old: you must obtain consent from your parent(s) or legal guardian(s). If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.
5. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Order.PH may result in an immediate termination of your Services.

Store Owner

1. The person/company signing up for the Platform by opening an Account will be the contracting party (“Store Owner”) for the purposes of this Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service.
2. The Store Owner/s responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store’s website.
3. If you are signing up for the Services on behalf of your employer, your employer shall be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
4. Your Store can only be associated with one Store Owner. A Store Owner may have multiple stores. “Store” means the online store or physical retail location(s) associated with the Account.
5. You (as a business owner) are responsible for all needed registration as mandated by Philippines laws in the conduct of business with both national and local governments.

Restricted activities

You agree and undertake NOT to:

(a) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

(b) use the Platform or Services for illegal purposes;

(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;

(d) post, promote or transmit through the Platform or Services any Prohibited Materials;

(e) interfere with another’s utilization and enjoyment of the Platform or Services;

(f) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or Services; and

(g) use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.

Availability of Platform and Services

We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.

Right, but not obligation, to monitor content

We reserve the right, but shall not be obliged to:

(a) monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;

(b) prevent or restrict access of any Customer to the Platform and/or the Services;

(c) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

(d) to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

General Terms of Use

You agree to the following:

• (a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and
• (b) to ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data.

1. Product description: While we endeavor to provide an accurate description of the Products, we do not warrant that such description is accurate, current or free from error.
2. Prices of Products: All Listing Prices are subject to taxes, unless otherwise stated. The store owner is responsible for setting and paying for taxes that are due upon them.

Customers with Order.PH Accounts

1. Username/Password: Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide Personal Data. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation.
2. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of the Username and/or Password.
3. You should notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorized use of the Username and/or Password or if your Personal Data requires updating.
4. Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:
   • (a) access to the relevant Platform and/or use of the Services by you; or
   • (b) information, data or communications posted, transmitted and validly issued by you.

You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorized by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/or or access to the Platform referable to your Username and Password.

Payment of Fees

1. You will pay the Fees applicable to your subscription to Online Service and/or Subscription Fees and any other applicable fees.
2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Order.PH will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.
3. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Order.PH reserves the right to terminate your Account.

Restricted Use

No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 5.3, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

Our limitation of responsibility and liability

The Services, the Platform and the Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, the Services or the Materials are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:

• (a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform, the Services or the Materials;
• (b) that the Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;
• (c) that the Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and
• (d) the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information transmitted or received through the Services or the Platform may be accessed by unauthorized third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

You expressly understand and agree that, to the extent permitted by applicable laws, Order.PH shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.

Consent to receive Emails

You give your full, free, and unequivocal consent and authority to the collection, processing and use by us of any information provided by you (including Personal Data) for the purposes of sending informational and promotional emails and any and all communications, notices, updates and other information to you,. Your agreement to the provisions of this Clause 8.2 shall constitute your consent for the purpose of the provisions of any spam control laws (whether in Philippines or elsewhere). You may subsequently opt out of receiving promotional emails by clicking on the appropriate hyperlink in any promotional email.

Termination

1. Termination by us: In our sole and absolute discretion, we may with immediate effect terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Platform.
2. Termination by you: You may terminate these Terms of Use by giving seven days’ notice in writing to us.

Governing Law

Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Philippine law. If any dispute arises in connection with these Terms of Use, the Parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the Parties are not able to reach an amicable settlement pursuant to the preceding section they shall try to agree on an appropriate ADR proceeding (for example mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR proceeding within 14 days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two months after initiation of the ADR preceding, each Party may initiate an arbitration proceeding pursuant to the following paragraph.

All disputes arising out of or in connection with the present contract, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (“PDRCI”) for the time being in force, which rules are deemed incorporated by reference into this clause. The arbitral tribunal shall consist of three arbitrators to be chosen in accordance with the rules of the PDRCI. The seat of arbitration shall be the Philippines. The procedural law of this seat applicable to commercial arbitration proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be English.

Amendments

We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

Entire agreement

These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof. You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.