XVII. Liabilities and Indemnities
- The Member agrees to indemnify, defend and hold harmless UBX PH, its subsidiaries and affiliates, and their directors, officers, employees and agents (the “Related Parties”), from and against any loss, damage, liability, costs and expenses, suits, actions, including reasonable attorney’s fees, fees, taxes, penalties, charges and expenses related to or arising from the Member’s relationship or engagement with UBX PH (collectively, “Losses”), and arising out of or based on: (i) the Partner’s use or misuse of Personal Data whether or not for purposes to comply with its obligations under this Terms and Conditions; (ii) the Member’s breach of, or failure to perform, any of its obligations, representations or warranties contained in this Terms and Conditions; (iii) the Member’s gross negligence, willful misconduct or bad faith or that of its directors, officers, employees, subcontractors.
- The Member agrees to fully indemnify, defend and hold UBX PH, its stockholders, directors, officers, employees or representatives free and harmless from and against any and all losses arising from any third-party claim relating to:
- Bodily injuries to, including fatal injury or acquired disease of the Member’s employees, agents, or assigns;
- Damage to tangible real or personal property by the Member, its employees, agents or assigns arising from or in connection with acts or omissions of the Member, its employees, agents or assigns in connection with this Terms and Conditions;
- Claims arising from or related to an occurrence the Member is required to insure against to the extent caused by the negligence or willful conduct of the Member’s employees, agents or assigns;
- Any breach or default by the Member in the performance of its obligations under agreements with third parties;
- Any breach of the Member’s representations and warranties in this Agreement;
- Any violations of law by the Member, and
- Any business practices or act or omissions by the Member and its employees, agents and assigns that cause liability to UBX PH or to any third party. Provided, however, that UBX PH shall provide the Member a written notice of any such third party claim and all requested information regarding the third-party claim within ten (10) banking days from receipt or knowledge of the third-party claim.
- Except as expressly provided in this Terms and Conditions, UBX PH specifically disclaims any warranty concerning: (i) the nature and condition of the software products constituting the Platform and the suitability thereof for any and all activities and uses that the Member elects to conduct thereon. Except as otherwise expressly provided in this agreement, the Platform is being provided on a strictly “AS IS, WHERE IS” basis and UBX PH makes no warranty or representation, express or implied, including but in no way limited to, any warranty of quantity, quality, condition, merchantability, suitability or fitness for a particular purpose of the Platform.
- In no event will UBX PH be liable to the Member, whether in contract, warranty, tort, or otherwise, for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including, without limitation, damages for lost revenue, profit, or business arising out of or relating to this Terms and Conditions.
- The Member unconditionally undertakes to defend in all kinds of proceedings, hold free and harmless, and fully indemnify UBX PH and its Related Parties from any and all claims, suits, actions, liabilities, losses, damages, fees, taxes, penalties, charges and expenses related to or arising from the Partner’s relationship or engagement with UBX PH, including the use or access of the Platform as well as this Terms and Conditions and future revisions thereof for any act or omission, breach or negligence of Member, its Users and clients.
XVIII. Non-Liability for Loss, Damage or Profit
The Platform or UBX PH shall not be liable for any direct, indirect, incidental or consequential loss or damage or loss of profit of whatever nature arising from:
- Disruption, failure or delay relating to or in connection with the Platform and/or its products due to circumstances beyond the control of UBX PH, unforeseen events, fortuitous events such as, but not limited to, prolonged power outages, breakdown in computers, software, operating systems and telecommunication facilities, epidemics, volcanic activities, earthquakes, typhoons, floods, public disturbances, calamities or other acts of nature or Acts of God.
- Any fraudulent or unauthorized access or utilization of the Platform due to theft, unauthorized disclosure of personal information, mobile phone numbers, emails, passwords/authorization tokens or unauthorized usage of biometrics or other security measures used in the Platform with or without the participation of the information owner.
- Inaccurate, incomplete or delayed information received due to disruption or failure of any information or communication facilities or telecommunication network, internet or software or hardware.
- Failure or inability to use the Platform arising from causes that are beyond the control of UBX PH.
- Any disclosure of information concerning your profile and/or transactions to persons for any reason whatsoever, including, but not limited to, wiretapping of communication lines or erroneous connection by telecommunication switches, or errors in transmitted information due to faulty lines, and any and all forms of high technology surveillance or fraud.
- Loss of or damage to your desktop or laptop and other electronic devices enrolled to the Platform.
XIX. Fees in i2i
UBX PH shall not charge any fee for an entity to become a Member of the i2i network. However, it shall charge fees on the products that a Member avails of from i2i.
XX. Changes to Transaction or Usage Fees or Charges
UBX PH reserves the right to modify the transactions or usage fees, charges, or billing methods at any time with reasonable notice to i2i Members and the effectivity of the modification. Non-agreement to or non-payment of the fees or charges or modifications thereof is a ground for UBX PH to suspend, restrict or deny your use or access or transaction in the Platform.
XXI. Settlement Accounts
Where proper, the Member shall open a settlement account with UnionBank of the Philippines (“UnionBank”). At present, UnionBank is the sole and exclusive banking partner of i2i and UBX PH. When opening its settlement account, the Member is expected to comply with the documentary requirements and minimum daily maintaining balance of such account as may be required by UnionBank. UBX PH shall assist the Member in the process of opening its account with UnionBank but the Member shall be solely liable to all the duties and responsibilities as an account holder of UnionBank.
XXII. Acceptable Use
You warrant and undertake that the Platform shall only be used for the purpose to which you have signed up for or for the products that you have ordered. You agree and undertake not to use the Platform, directly or indirectly through your employees, personnel, agents, or associates, for persons or entities that are not your clients or in violation of the provisions of this Terms and Conditions. Violation of this provision is a ground for UBX PH, at its sole discretion, to deactivate your profile or account, suspend, restrict or deny your use or access to the Platform. Any claim against UBX PH under this provision is void and invalid.
XXIII. User Feedback & Assessment
UBX PH shall conduct on periodic basis user feedback or assessment on i2i and its products or the compliance of Members to these Terms and Conditions and other documents in relation to specific products of i2i. These feedback or assessments are done to increase public trust for your business, protect i2i and its Members, maintain the integrity of the Platform and assure all Members the uniform compliance to these Terms and Conditions at all times. The user feedback or assessment, when so required by regulators or competent authority, shall be disclosed by UBX PH to the requesting regulator or competent authority.
XXIV. Term and Termination
This Agreement shall govern the relationship between Parties as to matters set forth herein effective as of the Onboarding Date of the Member and shall expire after two (2) years from the Onboarding Date, which shall automatically be renewed, unless sooner terminated by either Party by giving a sixty (60)-day written notice to the other Party prior to such termination, except if due to the causes indicated below in which case the termination shall have immediate effect.
- Breaches in the performance of any of its obligations under these Terms and Conditions and either that breach is incapable of remedy or the Party at fault shall have failed to remedy the breach within ninety (90) days after having received notice requiring it to remedy the breach.
- Breaches any of its direct or implied representations and warranties under this Terms and Conditions or any of said representations or warranties becomes invalid, unlawful or unenforceable.
- When a Party performs any act or omission that causes harm to the Other Party’s brand, reputation, or business.
- When the Member no longer qualifies, under applicable laws, or is no longer authorized or licensed to do business of which such authority or license qualifies it to avail of the Products & Services of i2i.
- When the Member transfers all or part of its business or establishment to another location or to different juridical entity without notifying UBX PH.
- When the Member becomes subject of a petition for voluntary or involuntary insolvency or bankruptcy or receivership or conservatorship.
- When the Member suffers execution against a material or substantial portion of its properties or assets in consequence of debt.
- When the Member is unable to pay its debts as they fall due.
- When the Member passes a resolution shortening its corporate life or ceases to trade; or
- When the Member enters into liquidation, suspension of payments or enters into or attempts to enter into any arrangement with its creditors for the general scheduling of its debt; appoints an administrative receiver over any or all of its assets; or suffers any similar action in consequence of debt other than for the purpose of amalgamation or reconstruction.
The expiration, cancellation, or termination of this Agreement for any cause shall not release either Party from any obligation or liability which has already accrued at that time. The exercise by either Party of its right to cancel or terminate this Agreement shall be without prejudice to its other rights or remedies. In addition:
XXV. Cancellation of Membership
If you have not made any transaction in i2i within a period of one (1) year from your Onboarding Date, these Terms and Conditions shall be automatically considered as cancelled and your user credentials will be voided. The Member may be reinstated by undergoing another onboarding process such that it will have a new Onboarding Date within which to reckon the Term.
XXVI. Dispute Resolution
- Any dispute, controversy, or claim arising under, out of, or relating to these Terms and Conditions, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be resolved by the Parties within thirty (30) days from the receipt of a written request to meet in good faith in order to resolve any dispute, controversy or claim in accordance with this Terms and Conditions.
- Any dispute among the Parties relating to these Terms and Conditions will first be submitted in writing to a panel of four (4) consisting of: two (2) senior executives from each Party, who shall promptly meet and confer to resolve such dispute.
- Each Party shall designate such executives within five (5) business days after receipt of an appropriate notice in writing from the other Party. Each Party’s executives shall be identified through written notice to the other Party and may be changed at any time thereafter also by notice to the other Party.
- The panel shall resolve the dispute no later than thirty (30) days from the date of submission. If the matter is not resolved through negotiation within the specified period, then the claim or dispute including any question relating to its existence, validity or termination will be finally resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI) for the time being in force, which rules are deemed to be incorporated by reference in this clause which decision shall be final and binding on the Parties. The language of the arbitration shall be English.
- If the dispute remains unresolved after a period of sixty (60) days from receipt of a written escalation, the Parties shall seek appropriate judicial remedies before the courts of Pasig City, Metro Manila, Philippines, to the exclusion of other venues.
- Notwithstanding the existence of a dispute, each Party must continue to perform its obligations under this Agreement.
XXVII. Applicable Law and Venue of Actions
These Terms and Conditions shall be exclusively governed and interpreted under the laws of the Republic of the Philippines. The venue of all legal actions or proceedings arising out of or in connection with these Terms and Conditions shall be brought exclusively in the proper courts of Pasig City to the exclusion of all other venues.
In any event, you agree and understand that UBX PH is not a party to the transaction between you and your counter party. As such UBX PH shall not be liable for any damages or losses aside from actual losses sustained by you due to UBX PH’s willful misconduct or gross negligence in accordance with these Terms and Conditions.
XXIX. Third Party Services
There may be products of i2i that will be provided in partnership between UBX PH and a third party service provider. In these instances, you shall be duly notified as to the third party service provider offering such product in the Platform. Availment of various products of i2i shall be covered by their respective Term Sheets. Each Term Sheet shall be read, interpreted and considered as forming part of these Terms and Conditions.
You agree and acknowledge that nothing in this Agreement limits you from entering into similar arrangements or availing of similar Products & Services with third parties. Accordingly, you agree and acknowledge that UBX PH or i2i shall not be liable for any loss incurred by you due to such similar arrangements or Products & Services with third parties.
XXXI. Force Majeure
Neither Party shall be liable for any failure of performance (other than for delay or performance in the payment of fees for Products & Services availed and subscribed to) to the extent such failure is due to any cause or causes beyond such party’s reasonable control, including acts of God, flood, fire, explosion, vandalism, cable cut, adverse weather conditions, pandemics, governmental action, acts of terrorism, labor strikes, war, sabotage, outages of third party connections, utilities, or telecommunications networks, including, without limitation, carrier-related problems or issues, internet-access issues, denial of service attacks, and other mechanical, electronic or communications failures or degradation. Either Party’s invocation of this clause will not relieve the Member its obligation to pay for any Products & Services actually provided or permit Member to terminate any Products & Services except as expressly provided herein.
XXXII. Miscellaneous Provisions
- No Employer – Employee Relationship. Both Parties including its agents and employees are not employees or agents of the other Party. Both Parties are independent contractors and shall be solely responsible for the manner and hours in which the services are performed, is solely responsible for all their respective taxes, withholdings and other statutory, regulatory, or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, unemployment compensation coverage and income taxes), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of the other Party. Accordingly, neither Party and its employees and agents are employees of the other Party.
- Assignment. The Member shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement. Any attempt to do so shall be void and shall be a ground for the revocation or termination of these Terms and Conditions and immediate denial of the User’s access to the Platform.
- Entire Agreement. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. These Terms and Conditions supersede any and all prior agreements, negotiations, representations, and understandings between the Parties with respect to such subject matter.
- No Waiver. The failure of either Party to enforce its rights under these Terms and Conditions at any time for any period shall not be construed as a waiver of such rights.
- Separability. In the event that any provision of these Terms and Conditions shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable.
- Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms and Conditions.