TERMS AND CONDITIONS OF SERVICES
Please read these terms and conditions of services (“T&Cs”) carefully before using the Services offered by Snapcart Insights, Inc. (“Snapcart”). These T&Cs set forth the legally binding terms and conditions for your use of the Services (defined below). By signing the Quotation by and between Snapcart and you (“Client”), and using the Services, you agree to be bound by these T&Cs.
1. DEFINED TERMS
Unless otherwise defined elsewhere in these T&Cs or the Quotation, the following terms used in these T&Cs have the meaning set forth or referenced below:
(a) “Copyright” means the exclusive right of the creator that arise automatically based on the principle of declarative after a creation is embodied in a tangible form without prejudice to the restrictions in accordance with the provisions of the laws and regulations;
(b) “Data” means every portion of data supplied to the Client which is collected by the Services based on the prevailing laws and regulations in the Republic of the Philippines;
(c) “Personal Data” means any information, whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual.
(d) “Processing” means any operation or any set of operations performed upon Personal Data including, but not limited to, the collection, recording, organization, storage, updating or modification, retrieval, consultation, use, consolidation, blocking, erasure or destruction of data.
(e) “VAT” means Value Added Tax.
(f) “Quotation” means a quotation referencing this T&C that has been mutually agreed and executed by and between the Parties;
(g) “Services” means management consultancy in marketing objectives and policies services provided to the Client under these T&Cs, as identified in the Quotation; and
(h) “T&Cs” means these Terms and Conditions of Services and all schedules, annexes, exhibits and amendments hereto, which are to be incorporated herein by reference.
2.1 Snapcart undertakes to provide the Services based on descriptions and specifications as stipulated in the Quotation.
2.2 The Client recognizes that the Data are estimates derived from sample surveys and projections carried out based on market research methods and as such are subject to limits of statistical error.
2.3 Snapcart does not warrant the full accuracy of any Data provided, nor does it accept responsibility for any error contained in or any omission from the Data or in any event of any loss, damage or injury suffered directly or otherwise arising therefrom.
2.4 Snapcart is not responsible for any use to which the Data are put or for any interpretation placed upon them and the Client fully indemnifies Snapcart against any legal proceeding or law suits or claims for damages and costs which may be taken against or incurred by Snapcart pertaining to. or relating, in any way or form ,the use or interpretation of the Data by the Client or any third party to whom the Data is disclosed by the Client intentionally or in any other way.
3.1 Snapcart, PT Snapcart Digital Indonesia and Snapcart Group (HK) Limited (“Snapcart Affiliate”) are the legal owner of the Data. The Client hereby undertakes not to divulge or reproduce the Data in any manner or form whatsoever except as provided in these T&Cs, and that resale of the Data by the Client is absolutely prohibited.
3.2 The Copyright reserved on the Data is valid under the terms and conditions set out herein, subject to the existing Copyright law in force in Philippines.
3.3 Subject to the terms and conditions of these T&Cs, Snapcart allows the Client to be able to disclose limited excerpts of Data to its parent companies and wholly-owned direct subsidiaries. The Client will show and accurately label Snapcart’s Copyright on the disclosable limited excerpts, and will not presented it in a misleading manner.
3.4 Any use or disclosure of the Data other than as permitted by these T&Cs are prohibited, including any disclosure or use of the Data in any legal proceedings without Snapcart’s prior written consent. On written request by Client, Snapcart will provide its written consent or objection within three (3) working days after such request from the Client is deemed by Snapcart to have been completely provided; Snapcart may be deemed to have consented if Snapcart does not respond to the Client’s request as stipulated above after the three-working-day period is expired.
3.5 The Data are intended for use by the Client only. Without prejudice to the generality of clause
9.1, the right to use or disclose the Data outside the Client organization as permitted by these T&Cs are conditioned upon the Client’s agreeing to fully indemnify and hold harmless Snapcart, its officers, directors, employees and agents, against all law suits, claims, damages, losses or expenses (including legal fees) arising from or relating to such use or disclosure.
3.6 Any use or disclosure as permitted by these T&Cs signify and constitute the Client’s acceptance of these conditions, including the indemnification provision set forth in Clause 3.5.
4. FORCE MAJEURE
4.1 Snapcart will not be held liable for any delay or other failure to perform any of its obligations that is resulting from an event Snapcart deems as beyond its control (including but not limited to postal or other communication delays, industrial disputes, riots and strikes, insurrections, flooding, changes in regulations, fire, accidents, severe weather conditions, earthquake or any natural catastrophe) (“Force Majeure Event”).
4.2 If Snapcart fails to fulfil its obligations under these T&Cs as a result of a Force Majeure Event, the Client may be entitled to a pro-rata refund and/or deduction to the Service Fees, corresponding to the amount of time during which Snapcart is unable to perform its obligations.
5. QUOTATION, FEES AND TERMS OF PAYMENT
5.1 The Parties may enter into one or more Quotations pursuant to these T&C. Each Quotation is to specify, among other matters, the Services, Service Fees (as defined below), the term during which the Services are to be provided, invoicing terms and any other terms mutually agreed to by and between the Parties. Snapcart is only responsible to provide the Service identified in the Quotation for the term specified in the Quotation.
5.2 The Client shall pay a fee for its right to use the Services (“Service Fees”) in the amount and pursuant to the invoicing schedule set forth in the Quotation. Unless otherwise set forth in the Quotation, Snapcart shall invoice the Service Fees upfront in the beginning of the quarter.
5.3 Payments will be invoiced immediately after delivery of a Data report in a form and manner satisfactory to Snapcart’s standards on a quarterly basis. Payments, basis of an invoice, should be made in United States Dollars. All invoices, VAT remittances and other documentation relating to the invoice or VAT for these T&Cs should be issued in the name of Snapcart Insights, Inc. and should not be issued in the name of any other party (including any affiliated entity of Snapcart) except with a prior written consent from Snapcart.
5.4 The payment of the Services should be made at the latest 60 (sixty) days as of an issued invoice is given and/or delivered by Snapcart to the Client’s address or e-mail address, based on which the Service Fees should be paid to Snapcart in accordance with the Quotation and these T&C.
5.5 If the Client fails to pay any fee to Snapcart within 10 (ten) days after the due date of the invoice, Snapcart is entitled to withhold the delivery of the Services in any form until the fee is fully paid. Snapcart shall not be responsible for damages and costs which may be incurred by the Client as a result of the withholding of the Services pursuant to this clause.
5.6 Subject to Clause 5.5 above, if the Client fails to pay any fee payable to Snapcart for the Services, which are not subject to any dispute on good faith, the Client shall bear a late payment charge of 2% (two percent) per month, which will be calculated based on the total fee payable from the date the invoice was outstanding until such date where the Client fully pays the outstanding fee.
6. DATA PRIVACY
6.1 Any Processing of Personal Data that is carried out under, or in relation to, these T&C must comply with the applicable data privacy and protection laws and rules, as well as with the Parties’ respective internal policies and procedures on data privacy and protection. For the Philippines, the pertinent laws and rules include the Data Privacy Act of 2012 (Republic Act No. 10173 and its Implementing Rules and Regulations) as well as the relevant circulars and issuances of the National Privacy Commission, as amended from time to time.
7. CONTRACT PERIOD AND TERMINATION
7.1 Without prejudice to Clause 7.3, these T&Cs are valid during the period specified in the Quotation (“Contact Period”).
7.2 Neither Party at any time within the Contract Period may terminate these T&Cs, unless agreed otherwise in writing with the other Party.
7.3 The Client may renew these T&Cs by informing Snapcart’s account manager at least 30 (thirty) days before the Contract Period ends and Snapcart agreeing to such a renewal in writing. Renewals are to be made on terms mutually agreed upon in writing by the Parties. If negotiations for the renewal extend beyond the end of the Contract Period (such extension, however, is for a maximum of 90 days), the terms and conditions of these T&CS are to remain in effect and to bind the Parties until the Parties come to terms on the renewal.
The new terms and conditions regarding Service Fees will be applied retroactively as of the end of the previous Contract Period, except for provisions related to payment schedule and penalty, which will only be applicable as of the date renewal is mutually agreed by the Parties.
7.4 If any Party exercises its right to cancel, revoke or terminate these T&Cs in accordance with the relevant terms of these T&Cs, the non-breaching Party is to be free from any liabilities whatsoever arising from such cancellation, revocation or termination against the breaching Party, unless otherwise provided in this T&Cs.
7.5 Any Party may cancel, revoke or terminate these T&Cs without need of judicial intervention at any time, upon prior written notice of the Party, based on any of the following reasons:
(a) by mutual agreement of the Parties in writing; or
(b) upon written notice to the Party upon the occurrence of any of the following events;
1. if any of the representations and warranties of a Party to be untrue and incorrect in any material respect when made;
2. if a Party fails to fulfill any obligations required on its part to be fulfilled under this T&Cs or Quotation which if remediable is not remedied within thirty (30) days from the written notice of the other Party.
(c) Conducting by one Party of an act constituting or amounting to a fraudulent interference or tampering with, or manipulation of the panel households as would breach the integrity and confidentiality of the Data or Services; or
(d) Either party becoming insolvent or seeking protection (voluntary or involuntary) under bankruptcy law.
7.6 In addition to the foregoing, Snapcart may, at its option, cancel, revoke or terminate these T&C’s based if the Client refuses or fails to, or defaults in payment to Snapcart any fees or charges due under these T&Cs and such refusal, failure or default is not remedied by the Client within thirty (30) days as of written notice sent by Snapcart following the Services suspension under Clause 7.4 of these T&Cs.
7.7 If termination is not due to the breach of the Client, Snapcart shall refund all moneys prepaid for the Services, which will no longer be rendered as a result of such termination, less any unpaid fees, interests, costs, taxes and other amounts due by the Client to Snapcart. Termination by reason of Client’s breach is without prejudice to any other legal remedies available to Snapcart.
8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party as follows:
a. It is a corporation duly organized, validly existing under the laws of the Republic of the Philippines and has full power and authority to execute and deliver this T&Cs or the Quotation and to perform its obligations hereunder;
b. This T&Cs or the Quotation constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; and
c. All consents, approvals and authorizations necessary on its part for the due execution, delivery and performance of this T&Cs or the Quotation have been obtained or effected by it and remain in full force and effect as of the date hereof.
Unless otherwise specified herein, any notice required by these T&Cs is to be made in writing or either:
(a) delivered by hand or sent by registered mail to the address set forth in the Quotation;
(b) sent to e-mail addresses set forth in the Quotation.
A notice is to be deemed to have been given:
(a) If delivered personally by courier, at the time the courier receives a receipt from the recipient;
(b) If sent by registered mail and/or e-mail, within the period of 7 (seven) days after the mailing letter or the email being sent to the recipient Party; or
(c) the sending result report from the sender shows an error or incomplete sending, but in the event that the delivery or acceptance fall on not a working day or elapsed 16.00 p.m. (local time) on whatever day, the notice is to be deemed to have been given on the next following working day.
10.1 No amendments or variations to any of the provision of these T&Cs are to be deemed effective unless agreed and made by the Parties in writing. Any alterations to the specifications, as laid out in the Quotation or these T&Cs, may lead to a reappraisal of the timetable and/ or fee quoted.
10.2 These T&Cs may be executed by each Party on separate counterparts, each single counterpart signed and delivered is to be deemed an original document, and such all copies collectively are to be an integral having the same legal force. The delivery of the signed copies by facsimile or in electronic form (e.g. “pdf” format) is to be deemed as, reasonable delivery by the time of delivery performance. The Parties are obliged to deliver each Party the original copy of these T&Cs.
10.3 If any provision of the Quotation or these T&Cs becomes invalid, illegal or unenforceable, or cannot be executed, as long as it neither affects nor nullifies, nor renders other provisions of the Quotation or these T&Cs unenforceable, the other provisions will remain applicable.
10.4 Prevailing Agreement. The Quotation and these T&Cs replace all agreements and covenants relating to the rights or obligations of each Party under the Quotation and these T&Cs, or relating to the amounts or numbers having been made or agreed by Parties either in writing or orally before the execution of these T&Cs.
10.5 Settlement Dispute. The Parties agree that in the event that occurrence of a dispute in respect of these T&Cs, including but not limited to matters regarding to the existence, validity or performance of the rights or obligations of the Parties, the Parties will settle the disputes through Arbitration to be held in Singapore in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”), and will be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by SIAC.
10.6 Governing Law. These T&Cs, and the interpretation and the implementation and any results incurred hereof, are stipulated and subject to law of the Republic of the Philippines.
10.7 These T&Cs together with the Quotation constitute the entire contract between Snapcart and the Client.
11. INDEMNITY AND LIMITATIONS OF LIABILITY
11.1 The Client shall indemnify Snapcart and the Snapcart Affiliates for all and any costs, losses, damages, penalties, claims and liabilities (including all legal fees) incurred or suffered by Snapcart, and the Snapcart Affiliates, and their customers as a result of or in connection with a breach by the
Client of these T&Cs. Such indemnity will survive the termination of the T&Cs without limit in point of time.
11.2 Under no circumstances will the client be entitled to recover from Snapcart any incidental, consequential, indirect, punitive or special damages (including damages for loss of business, loss of profits or loss of use), whether based on contract, tort (including negligence), strict liability or otherwise arising from or relating to the services, even if Snapcart has been informed or should have known of the possibility of such damages.
11.3 Snapcart’s maximum liability to the Client for any damages or liability arising in connection with the service, whether arising in contract, tort (including negligence), strict liability or otherwise, shall be limited to the amount of service fees paid to snapcart in the six (6) months preceding the claim.
Each of the signatories below hereby represents and warrants that they have all necessary right, title, and interest to bind the applicable entity on whose behalf they are signing.
Snapcart Insights, Inc.:Client:
Name (Print or Type)
Name (Print or Type)