1. DEFINITIONS

In these Terms of Service:

“Shop and Build” means PinoyBuilders, Shop and Build Corporation, our ultimate Parent Company, and all its subsidiaries and related companies.

“Service Order” means the duly executed and accepted service order submitted on a form issued by PinoyBuilders specifying the specific Services to be provided, including any addenda and supplements thereto. By submitting to us a Service Order, you agree to be bound by these Terms of Service.

“Engagement Letter” means the document/email enclosing or referring to these Terms of Service and recording our engagement by you for the purpose of providing the Services, and as may be amended by you and PinoyBuilders in writing together with any subsequent document/email that (with the agreement of the parties) supplements or varies the provisions of the first-mentioned document/email;

2. CHANGES TO THESE TERMS

You agree that we may, at any time, vary, modify, add to or delete any provision in these Terms of Service due to changes in our Services and applicable laws, rules and regulations. We will notify you of any such changes within 30 days. If you continue to use the Services or deal with us after receipt of such notice, you will be deemed to have accepted such changes without reservation.

3. USE / ACCESS TO SERVICES

Subject to these Terms of Service, you may use the Services on a non-exclusive, non-transferable basis, in strict compliance with these Terms of Service and all applicable laws, rules and regulations. It is understood that you do not obtain any other right or interest in the Pinoy Builders website or the Services.

4. INFORMATION OBLIGATION

You agree to provide accurate, complete and timely information and material facts to enable us to provide the Services. You represent and warrant that:

(a) you have all the rights to the information you provide including, without limitation, the right to use, store, process, modify, transmit, publish and all the rights that you grant to us with regard to the information that you share to enable us to perform the Service.

(b) Your possession and transmission of such information do not infringe any intellectual property rights, data privacy right or breach any law or these Terms of Service.

(c) You are solely responsible for the nature, quality and accuracy of the information you provide to us.

5. THIRD PARTY SERVICES

All transactions you make with third parties related to the Services are between you and such third party only. Hence, you are solely responsible for your dealings with any third party services and we will not be responsible unless the issues are the direct result of our breach of these Terms of Service.

6. PROPRIETARY RIGHTS

You agree that we retain current and future rights and title in all copyright, website(s), domains, patents, trade marks or rights in databases, inventions or trade secrets, know-how, trade and business names, domain names, marks and devices (whether or not registered) and other proprietary rights relating to intellectual property and applications for any of those rights (where such applications can be made) capable of protection in any relevant country of the world including without limitation intellectual property rights in our knowledge, ideas, concepts, materials, programmes, documentation, models, studies and methodologies and technology used, acquired or developed in the course of providing the Services (“Intellectual Property Rights”).

Any product names, logos, brands and other trademarks or images featured or referred to within the pinoybuilders.ph website and social media platforms are the properly of the respective trademark holders.

Unless specified as such, use of them does not imply any affiliation with or endorsement by Pinoy Builders.

You acknowledge that we are in the business of providing similar services to other clients and that we may be utilising the Intellectual Property Rights in servicing other clients.

7. DATA BACKUP

PinoyBuilders is not responsible for maintaining local copies of your content and information.

8. PRIVACY AND DATA SECURITY

In the performance of Services, we may collect certain personal information and data about you/ your Company. If we process personal data on your behalf when performing the Services, you acknowledge that you shall at all times be the “Data Controller” and we shall be the “Data Processor” and in any such case we shall process only such personal data in accordance with these Terms of Services and any lawful instructions given by you from time to time.

9. NO RESALE/ ASSIGNMENT

You agree not to resell or assign the content that we provide to you without our prior written permission.

10. SERVICE LIMITATION, LIMITED WARRANTY AND DISCLAIMER

Due to the inherent risks of the internet and computer and internet based network and systems, you acknowledge that the Services to be provided to you will not be uninterrupted or error free. Nonetheless, we guarantee that we will perform the Services with reasonable care and skill and will use reasonable efforts to promptly remedy any faults of which we are aware.

Except as expressly set out in this Terms of Service, we make no (and disclaims all) representations, conditions or warranties of any kind, whether express, implied, statutory or otherwise, including without limitation, any warranty that the Services will be uninterrupted, error-free or free of harmful components, or any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty or condition arising out of any course of performance, course of dealing or usage of trade.

We shall not be liable to you, whether in contract, tort or otherwise, , for breach of statutory duty, or otherwise, arising under or in connection with the this Terms of the Services for: (i) Loss of profits or revenue; (ii) loss or damage to business or reputation; (iii) loss of anticipated savings; (iv) loss of or damage to goodwill; (v) loss of use or corruption of information unless it was directly due to our negligence; (vi) any indirect, special or consequential loss or damage.

11. INDEMNIFICATION

You agree to indemnify and hold harmless PinoyBuilders, its Parent Company, directors, officers, directors, affiliates and associated companies (“Indemnified Party) against any losses, claims, damages, liabilities, penalties, actions, proceedings or judgments (“Losses) to which the Indemnified Party may become subject and which Losses ariste out of, or relate to the Services, this Terms of Service, the Service Order, the information you provided to us, your use of the Services, and will reimburse each Indemnified Party for all legal and other expenses, including reasonable attorney’s fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

12. PAYMENTS, REFUNDS AND CANCELLATIONS

You agree to pay all fees specified in the Service Order duly accepted by us within 30 days (the “Due Date”) for your receipt of our billing invoice. Upon submission of the Service order, you shall provide your complete contact and billing details. We shall invoice you as follows:

The Shop and Build Corporation shall send an invoice to the Customer at the end of each monthly billing cycle for all the fees incurred during the said cycle. The customer shall pay the invoice in full within thirty (30) days upon receipt of thereof.

The Shop and Build Corporation reserves the right to terminate or suspend provision of Services if any invoice remains unpaid upon the lapse of the Due Date.

13. TAXES

If Shop and Build Corporation becomes liable for taxes, duties, assessments and governmental charges, of every kind and nature, assessed or levied upon or in connection with the Services, other than any that are measured by or based upon the revenues, income and net worth, charges for such services may be increased by the amount of such taxes incurred..

14. LATE PAYMENT

If full payment was not made, an interest of one percent (1%) will be added to the balance but not exceed the maximum legal limit permitted by law.

15. CONFIDENTIALITY

We will keep all Confidential Information received from you confidential, and use it solely for the purpose of performing the Services. However, our confidentiality obligation does not apply:

• where you have given permission for us to disclose the information;
• where disclosure is required to satisfy legal obligations or regulatory requirements;
• where disclosure is reasonably required to carry out the Services;
• where such information is in the public domain; or
• where the information is lawfully in our possession at the time it is communicated to us.

16. CONFLICTS OF INTEREST

NON-EXCLUSIVITY

You understand and agree that we may deal with and provide services to your competitors. We guarantee that we deal with each client in a way that ensures that our service is not in any way impaired and that each client’s confidential information is kept strictly confidential. We will put in place such arrangements as we see fit in order to ensure that the confidentiality of your information is maintained.

17. ENTIRE AGREEMENT

These Terms of Service, together with the Engagement Letter and duly accepted Service Order, constitute the complete agreement between us with respect to the Services and supersede all prior agreements made between us in relation to the Services and no other duties or obligations will be implied.

18. GOVERNING LAW AND JURISDICTION