Terms of Use

(Sarisuki Stores Inc. and Community Leader)

These Terms govern your use and access of the Platform (defined below) as a Community Leader and is agreed between you (“Community Leader”, “CL”, “Ka-Sari”, “you”, "your") and Sarisuki Stores Inc., a corporation duly registered and existing under Philippine laws, with address at 1 Marilag, Brgy. UP Village, Quezon City 1101 Metro Manila (referred to in these Terms as “Sarisuki”, “we”, “us”), on the date you register or click the “I Accept” button or any other similar button to complete your online sign-up process to become a Community Leader on the Platform (“Effective Date”).

By your registration with Sarisuki and its Platforms and services, you agree to be bound by these terms, conditions, and all other policies or rules as may be attached hereto, incorporated by reference, or as may be imposed by us subsequent to this Agreement and upon notice to you by us. 

RECITALS:

(1) Sarisuki is engaged in the business of wholesale community group distribution and e-commerce, and owns and operates an online grocery and/or “sari-sari” store called “Sarisuki” through a mobile application and website.

(2) The Community Leader desires to be a reseller (known as “Ka-Sari Community Leader”) of Sarisuki’s Goods on the Platforms, with certain duties and obligations, and Sarisuki has agreed to the same subject to the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

Section 1. Definition of Terms

a. “Customer”, “Suki” or “Ka-Suki” shall refer to the end-user of the Platforms who will purchase Goods from the Community Leader. 

b. “Community Leader Price” or “CL Price” shall refer to the marked-up price of Goods as determined by the Community Leader and sold to Customers. 

c. “Data” shall refer to personal information and sensitive personal information as defined by Republic Act No. 10173, otherwise known as the “Data Privacy Act of 2012” and other related laws, rules, regulations, or issuances. 

d. “Goods” shall refer to the products made available by Sarisuki, which will be purchased by the Community Leader to sell to Customers.

e. “Platform/s” shall refer to the mobile application, website, or other similar services owned, provided, and maintained by Sarisuki.

f. “Sarisuki Price” shall refer to the price of Goods as determined exclusively and sold by Sarisuki to the Community Leader. 

Section 2. Access to Platforms

a. Special Access to Platforms to Operate Online Store - Upon execution of this Agreement, and after completing the registration process and providing the information required by Sarisuki, the Community Leader shall be given special non-exclusive access to the Platforms, which will allow the Community Leader to select and choose the Goods to display, make available, and sell to Customers, to facilitate deliveries, to accept and make payments, to deliver limited communications, and to perform other similar acts. 

b. Responsibility for Access to Platforms – Insofar as Sarisuki is concerned, it shall be understood that any access or use, or any transaction or obligation incurred, on the Platforms using your account shall be considered as accessed, used, or incurred by you, notwithstanding the actual person or entity who actually accessed or used the account. It shall be your responsibility to ensure that any access or use of the Platforms using your account shall be with your consent or authority and on your behalf. All actions taken or incurred by your account shall be deemed authorized unless Sarisuki is informed otherwise in writing, within twenty-four (24) hours of such action, of the lack of authority or unauthorized access to the Platforms. 

c. Responsibility for Accuracy of Information – It shall be the Community Leader’s responsibility to ensure that all information supplied and necessary for the use of the Platforms shall be accurate, correct, and true. The Community Leader shall be liable for all consequences arising from the failure to comply with this provision.

d. Ownership of Platforms – Notwithstanding the special access provided in the preceding paragraph, Sarisuki shall remain the absolute owner of the Platforms, and shall retain absolute control and management over the Platforms and all its information and features. Sarisuki reserves the right to restrict access to the Platform, and to change, amend, modify, alter, or delete any and all information or features on the Platforms at its sole and exclusive discretion, including the terms and conditions for its access and use. 

e. Liability for Unauthorized Use of Platforms – It is understood that the Community Leader’s special access of the Platforms could allow access to information, Data, and features not accessible to Customers or third persons, and any unauthorized disclosure to or access and use of such by them shall make the Community Leader liable to Sarisuki for damages in accordance with the provisions of this Agreement.

Section 3. Nature of Relationship of the Parties

a. No Employer-Employee Relationship – The Community Leader shall operate his/her trade or business distinctly and independently from Sarisuki. In no case shall the Community Leader be considered as an employee of Sarisuki. The Parties agree that the execution of this Agreement does not create an employer-employee relationship between Sarisuki, its affiliates, directors, officers, employees, agents, representatives, or other personnel, and the Community Leader. The provisions of this Agreement shall not be construed as to establish a contract of employment between the Parties.

b. No Principal – Agent Relationship – In addition to the absence of an employer-employee relationship between the Parties as provided in the preceding paragraph, there shall also be no case where the Community Leader shall be considered an agent or representative of Sarisuki. The Parties agree that the execution of this Agreement does not create a principal-agent relationship between Sarisuki, its affiliates, directors, officers, employees, agents, representatives, or other personnel, and the Community Leader. The Community Leader shall act as reseller on his/her own account, and the provisions of this Agreement shall not be interpreted as to establish a contract of agency between the Parties.

c. No Relationships with Customers – All rights, obligations, and liabilities created or arising from any sale made by the Community Leader to the Customers shall be limited and confined between the Community Leader and the Customers. In no case shall the foregoing transaction create any relationship between Sarisuki and the Customers, nor shall such transaction impose any obligations or liabilities on Sarisuki in favor of the Customers.

d. Liability for Misrepresentation – The Community Leader shall not hold itself out as an employee or agent, or perform acts on behalf, in representation, or in the name of Sarisuki, unless such acts or representation are with the express knowledge and consent of Sarisuki or are necessary for the performance of this Agreement. Any misrepresentation committed by the Community Leader shall make him/her liable for damages to Sarisuki in accordance with the provisions of this Agreement.

Section 4. Pricing and Payment of Goods

a. Pricing – Sarisuki shall have the exclusive right and discretion to determine the Sarisuki Price. Meanwhile, the Community Leader shall have a right and discretion to determine the CL Price, subject to changes in the Sarisuki Price, and within a limited range set by Sarisuki. In no case shall the CL Price exceed the price range set by Sarisuki. 

b. Payment Methods – The payment for the Goods may be facilitated by any of the following methods:

1. Cash on Delivery (“COD”) - Upon order of the Goods by the Customer with COD as a payment method, the Community Leader shall pay Sarisuki the Sarisuki Price over the Goods within forty-eight (48) hours of delivery of the Goods by Sarisuki to the Community Leader. Sarisuki shall notify the Community Leader, through an invoice or similar document or notice, of the amount due to Sarisuki for the transaction, which may include additional amounts representing unpaid dues and/or liabilities owed by the Community Leader to Sarisuki for previous obligations incurred.
2. Cashless - Upon order of the Goods by the Customer, the Customer, through the use of the Platforms, shall pay the CL Price, which shall be received by and transmitted to Sarisuki directly. Sarisuki shall remit the Community Leader’s dues, fees, or commission based on a schedule or timeline as agreed upon by the Parties, provided that, Sarisuki retains the right to deduct amounts representing unpaid dues and/or liabilities owed to Sarisuki, whenever applicable. 

c. Effectivity of Transaction – You agree that the transaction between you and the Customer takes effect immediately upon your approval of the orders of the Customer or your failure to cancel such order before Sarisuki processes the same, and all subsequent obligations, liabilities, or other consequences arising from the effectivity of such transaction shall accrue.

d. Non-liability for Transactions – Sarisuki shall not be responsible or liable for the legality of transactions between the Community Leader and Customers conducted on the Platform, including subsequent transactions made outside the Platforms but pertaining to the Orders made by the Customers. The Community Leader shall be solely responsible for consequences arising from said transactions. 

e. Right to Intervene - Saruski reserves the right to intervene in the transactions between the Community Leader and Customers if there is a finding that such transaction is not compliant with the provisions of this Agreement or other rules and policies of Sarisuki. Upon such finding, Sarisuki shall, whenever applicable, withhold payment of any amount to the Community Leader for at least thirty (30) days, or until after the resolution of the issues involving the subject transaction. You agree that if Sarisuki incurs damages for such non-compliance, the amounts withheld may be forfeited in favor of Sarisuki and applied as payment for said damages. The payment of amounts to you shall in no case constitute a waiver by Sarisuki of any possible liability you may have incurred. 

f. Disputes on Payments - Any dispute as to the amounts due to Sarisuki must be raised within the period provided under Section 6(b). Where only a portion of the total amount due is disputed, you shall continue to be liable for the remaining undisputed amount, which shall be paid in accordance with the provisions under Section 4, and non-payment of such undisputed amount shall make you liable for penalties and/or damages as provided herein. 

g. Other Deductions from Payment – Apart from damages suffered by Sarisuki for liabilities incurred by you, Sarisuki reserves the right to deduct from any and all payments made by the Customer additional amounts pertaining for the payment of withholding tax or other similar imposition as may be required by law. Such payments by the Customer shall constitute a lien for the payment of such deductions. 

Section 5. Obligations of the Parties

a. Obligations of Sarisuki – Sarisuki shall have the following duties and responsibilities:

1. Sarisuki, as owner and operator of its Platforms, shall provide the Community Leader special non-exclusive access to the Platforms, upon fulfillment of the conditions provided herein.
2. Sarisuki shall service and maintain the Platforms in a functional and efficient condition, provided that, Sarisuki shall in no case be liable for interruptions in the Platforms caused by circumstances outside its control or those which could not have been reasonably predicted by Sarisuki. Sarisuki shall inform the Community Leader immediately of any maintenance conducted which will substantially disrupt the activities of the Community Leader.
3. Sarisuki shall ensure that the features of the Platforms will allow Customers to make purchases successfully and for such purchases to be communicated to the Community Leader for processin
4. Sarisuki shall deliver the Goods to the Community Leader or, in certain cases as determined by Sarisuki, to the Customer, based on the guidelines for delivery provided under Annex “A” attached to this Agreement, in accordance with the orders of the Community Leader.
5. Sarisuki shall assist, whenever necessary, Community Leaders in their duty to provide customer support and address all complaints or issues with the Platforms.

b. Obligations of the Community Leader – The Community Leader shall have the following duties and responsibilities:

1. The Community Leader shall provide Sarisuki with all information necessary for the latter to provide it access to the Platform
2. The Community Leader shall pay the Sarisuki Price and all other amounts due for the Goods to Sarisuki within forty-eight (48) hours from their delivery.
3. The Community Leader shall facilitate purchase orders from Customers, collate such order information to transmit to Sarisuki, perform delivery or pick-up services for Customers, address, resolve, or fulfill all requests for refunds from Customers, and perform other related or auxiliary services to Customers.
4. The Community Leader shall ensure that the orders transmitted to Sarisuki shall be accurate and correct. All orders transmitted to Sarisuki shall be deemed final and not subject to modification. 
5. The Community Leader shall perform all acts necessary to ensure and maintain the good quality of Goods to avoid any damage or spoilage. Any resulting loss, injury, damage, or liability due to the Community Leader’s fault or negligence shall be borne exclusively by the Community Leader.
6. The Community Leader agrees to participate and assist in all marketing, advertising, and other promotional efforts of Sarisuki whenever required, to the extent allowable by law, and without compensation.
7. The Community Leader shall inform Sarisuki of any change in the former’s address, qualifications, licenses or permits, or other developments which would seriously affect the relationship of the Parties or the business of Sarisuki.

Section 6. Issues, Complaints, and Refunds on Goods

a. Finality of Orders – Notwithstanding the provisions found in this section, all orders transmitted by the Community Leader to Sarisuki through the Platforms shall be considered final and irrevocable, and the same shall not be subject to change, whether such change pertains to the quantity, quality, brand, type, variation, volume, or size of the Goods ordered, without the express written consent of Sarisuki. Additional Goods sought to be ordered must be made and paid through a new and separate request order.

b. Duty to Report Complaints on Goods – The Community Leader shall report any complaints, issues, errors, or other similar concerns affecting the Goods, pricing or payments, deliveries, or other related matters, to Sarisuki within forty-eight (48) hours from the delivery of the Goods, provided that the Community Leader was not the proximate cause of such complaint, issue, error, or other similar concern. Otherwise, such Goods shall be deemed accepted in good condition and without reservation. Sarisuki reserves the right to alter the period for complaints according to the circumstances. 

c. Correction, Return, or Refund of Goods – If the Community Leader makes a report to Sarisuki in accordance with the preceding paragraph, Sarisuki may order for the return of the Goods to its possession for inspection and investigation. After such investigation, and upon a finding that the defect was not caused by the Community Leader or other persons, Sarisuki shall either correct the missing Goods, replace the defective Goods, if possible, with the same Good or of a different Good which is similarly priced, or refund the Community Leader. No request for correction, return, or refund shall be accepted by Sarisuki beyond the forty-eight (48) hours provided in the preceding paragraph.

d. Non-returnable or Non-refundable Goods – The Goods listed in Annex “B” as attached hereto shall in no case be subject to any replacement, return, or refund whatsoever.

e. Effect of Delivery of Goods to Customer – It shall be the duty of the Community Leader to inspect the Goods and ensure their correctness and quality upon the Community Leader’s receipt and prior to their delivery to the Customers. Delivery by the Community Leader to the Customers of the Goods within the forty-eight (48)-hour period provided in this Section shall be considered a waiver by the Community Leader of the remedy of correction, return, or refund of any Goods delivered. Any issues, complaints, loss, damage, or injury suffered by Customers or third persons arising from the Goods shall be borne exclusively by the Community Leader, who shall hold Sarisuki free and harmless from any liability arising therefrom.

f. Limitation on Refund for Goods – Sarisuki shall refund to the Community Leader only the price paid by the Community Leader for the Goods. Sarisuki shall not be responsible for any amount beyond the aforementioned price, or for whatever price the Community Leader set on the Goods for its Customers. Sarisuki shall not in any case transact with Customers on returns or refunds, and it shall be the sole responsibility of the Community Leader to deal with Customers. 

Section 7. Intellectual Property

The use of the Platforms by the Community Leader includes a limited, non-exclusive, and non-transferable license and authority during the term of and governed by the provisions of this Agreement to use Sarisuki’s intellectual property, including, but not limited to, its name, brand, logos, captions, slogans, marketing and advertising materials, trademarks, creative works and expressions constituting copyrightable material, the design, layout, software, code, and other similar elements of the Platforms, or trade secrets. Such use of the intellectual property shall be confined to the performance of this Agreement and shall be with the knowledge and consent of Sarisuki. The Community Leader agrees that the use of the intellectual property of Sarisuki shall not in any manner create a relationship between the Parties as provided under Section 3 hereof, and that all intellectual property found on the Platforms, or which may be provided subsequently by Sarisuki is solely and exclusively owned by Sarisuki.

Section 8. Representations and Warranties

a. Representations and Warranties of Sarisuki – Sarisuki makes the following representations and warranties:

1. Sarisuki warrants that it has acquired the necessary permits and licenses to operate its business and the Platforms..
2. Sarisuki warrants that the Platforms shall be operational at all times, except during any scheduled or emergency maintenance.
3. Sarisuki warrants that the Sarisuki Prices as displayed on the Platforms shall be up-to-date, and whatever price indicated therein upon purchase is the correct Sarisuki Price, provided that such shall not limit Sarisuki’s exclusive power and discretion to change the prices whenever necessary.;

b. Representations and Warranties of the Community Leader – The Community Leader makes the following representations and warranties: 

1. The Community Leader represents and warrants that it has the authority, competence, capacity, and proper licenses or permits to enter into this Agreement and perform the obligations herein.
2. The Community Leader represents and warrants that he/she shall promptly pay the Sarisuki Price and all other amounts due to Sarisuki, if any.
3. The Community Leader represents and warrants that he/she shall not use the Platforms or perform the obligations herein for any unlawful purpose or to defraud Customers and third persons.
4. The Community Leader represents and warrants that he/she shall keep all information or Data acquired from Sarisuki, Customers, third persons, or from the performance of the obligations herein, as confidential, and shall ensure the security and safety of such information or Data.
5. The Community Leader represents and warrants that there are no pending actions, complaints, proceedings, claims, or other similar cases, whether criminal, civil, or administrative, which will affect his/her compliance and performance with the obligations and duties herein. 

Section 9. Data Privacy

a. Rules on Data Privacy – The Parties agree that the execution of this Agreement entails the acquisition, disclosure, transfer, or exchange of Data belonging to the Parties, Customers, or other third persons. The Community Leader agrees and understands that as owner of the Platforms, Sarisuki has implemented security and safety measures to ensure the protection of all Data acquired which the Community Leader must abide by. In addition to the obligations and responsibilities outlined in other provisions, the Community Leader also agrees to the following stipulations:

1. Sarisuki shall have absolute control of the Data and its processing, and all information provided by the Customer upon registration with its Platforms and upon every purchase order made shall be controlled, stored, managed, and processed by Sarisuki. 
2. Should the Community Leader have access to such Data it shall be kept confidential and shall not be disclosed to any person without the knowledge or consent of Sarisuki, unless the disclosure is reasonably necessary for the execution of this Agreement. The Community Leader only use or handle such upon the express instructions of Sarisuki or pursuant to the performance of the duties and obligations found in this Agreement. The Community Leader shall not use or process such Data for other purposes.
3. The Community Leader shall not retain, store, copy, duplicate, or record such Data in any format, such as in writing, print, electronic or digital means, cloud-based storage, audio, video, or other similar forms of storage or recording, except within the Platform and its features. If, in the course of the Community Leader’s performance of his/her obligations, such Data must be stored or copied on another storage or format, the Community Leader shall immediately terminate or delete the Data upon the request of Sarisuki or the owner of the Data, or when such Data is no longer necessary for the Community Leader to perform his/her obligations. All Data stored by or accessible to the Community Leader shall be deleted or returned to Sarisuki upon the termination of this Agreement. 
4. The Community Leader shall implement appropriate security measures to ensure the safety, integrity, and protection of the Data, in accordance with applicable laws, rules, and regulations on data privacy.
5. The Community Leader shall notify Sarisuki immediately of any possible, suspected, or actual case of unauthorized access, disclosure, or breach of the Data. The Community Leader agrees to cooperate with Sarisuki in the investigation and remedy of such access, disclosure, or breach, and shall perform all acts necessary for its resolution and compliance with data privacy laws, rules, and regulations
6. The Community Leader shall notify Sarisuki if judicial or law enforcement authorities have requested for the disclosure of Data, to allow the Sarisuki to reasonably prepare itself to address the matter, or to respond to the request for disclosure. 
7. The Community Leader shall make available to Sarisuki, and consents to the conduct of audits or inspections, of all Data and other information necessary for Sarisuki to determine Community Leader’s compliance with the obligations under this section. 
8. The Community Leader shall be responsible for complying with his/her obligations with regard to the Data as provided by the Data Privacy Act of 2012, related laws, rules, regulations, and issuances, as well as all liabilities, consequences, or penalties resulting from non-compliance.
9. The Community Leader is able to pin and configure their delivery address as well as specify their contact details through the Platform, and agrees to have this information displayed to the general public for the purpose of helping Customers communicate and locate the Community Leader's store.

b. Liability for Non-Compliance with Data Privacy Rules – The Community Leader’s failure to comply with the rules under this section shall be considered a breach of this Agreement, and shall entitle Sarisuki to damages. Pursuant to sub-paragraph (8) above, the Community Leader shall also hold Sarisuki free and harmless from any complaint, liability, or claims by third persons for any loss, damage, or injury brought about by a failure to comply with the provisions on data privacy found herein or under related laws, rules, and regulations, where such non-compliance pertained to duties and responsibilities specifically imposed on the Community Leader. 

Section 10. Termination and Suspension

a. Temporary Suspension of Agreement and Platforms – Sarisuki may temporarily suspend the Community Leader’s access and use of the Platforms if the latter fails to pay for any Goods ordered after forty-eight (48) hours from their delivery, or if it is found by Sarisuki that there is reasonable cause to believe that the Community Leader is using the Platforms in an unlawful, unauthorized, or unlawful manner. 

b. Termination Without Cause – Either Party may terminate this Agreement upon giving written notice to the other, without cause. The Party terminating the Agreement must give the other at least seven (7) days prior to actual date of termination to settle all accounts and pending matters. Unless it arises from prior incurred obligations, no Party may claim damages against the other for terminating the Agreement without cause. 

c. Termination With Cause – Upon written notice, Sarisuki may terminate this Agreement effective immediately for the following grounds:

1. The Community Leader fails to pay Sarisuki the amounts due for Goods ordered within the period provided in this Agreement on three (3) or more occasions;
2. Sarisuki discovers that there are multiple complaints about the Community Leader’s use and operation of the Platforms which affects Sarisuki;
3. The Community Leader is found in violation of any laws, rules, or regulations on the operation of the Platforms and the sale of Goods, especially as to maintaining quality and safety of Goods; or
4. Any breach by the Community Leader of his/her obligations, representations or warranties, or any other provision in this Agreement;

d. Right to Suspend, Amend, or Terminate of Sarisuki – It is understood that the right of Sarisuki to suspend, amend, or terminate this Agreement shall not require the consent of the Community Leader. Sarisuki reserves the right to suspend or terminate this Agreement if in its sole and exclusive discretion it determines that the provisions, terms, and conditions of the Agreement shall be amended, supplemented, or if an entirely new agreement must be executed, or if Sarisuki refuses to continue with the Agreement.

e. Liability for Obligations Prior to Termination – Notwithstanding the suspension, amendment, or termination of this Agreement with or without cause, all obligations or liabilities incurred prior to such shall remain valid and demandable.

Section 11. Indemnity & Free and Harmless Clause

The Community Leader shall indemnify, defend, and hold harmless Sarisuki, its affiliates, directors, officers, employees, agent or representatives, or other personnel, from and against all claims, damages, losses, and expenses which may be claimed or filed by third persons on account of any loss, injury, or damage suffered by them arising from the Community Leader’s use of the Platforms, sale and delivery of Goods, or from other obligations of the Community Leader under or related to this Agreement. 

Section 12. Duration of Agreement

The Agreement and the rights and obligations found herein shall commence on the date indicated above and shall subsist until terminated by either Party, with or without cause. 

Section 13. Damages

a. Penalty Clause – As a penalty, the Community Leader shall be liable for any breach or violation of this Agreement for damages in the amount of Thirty Thousand Pesos (Php 30,000.00), but such penalty shall not be a substitute or replace Sarisuki’s entitlement to other damages or remedies which may be claimed or availed.  

b. Penalty Interest – In addition to the penalty, any amount due and unpaid by the Community Leader shall earn legal interest at the rate of 6% per year, from the date demand was made upon the Community Leader, until fully paid. A fraction of a year shall be considered as one (1) full year. 

c. Compensation for Legal Fees – In addition to the penalty, the Community Leader shall also be liable for damages pertaining all costs and expenses, including legal fees, incurred by Sarisuki if it is forced to seek legal counsel and assistance, or to avail of legal or judicial remedies and proceedings to enforce its rights and claims.

Section 14. Limitation of Liability

a. Non-liability of Sarisuki for Other Damages – In addition to the limitations and exemptions from liability provided throughout this Agreement, in no case shall Sarisuki, its affiliates, directors, officers, shareholders, employees, agents, representatives, or other personnel, be held liable for the following:

1. Loss of profits, whether actual or unrealized, or any diminution of business or sales of Community Leader;
2. Loss, damage, injury suffered by the Customers, whether due to the fault or negligence of the Community Leader, or through other causes outside the scope of Sarisuki’s responsibilities or control under this Agreement;
3. Loss, damage, injury suffered by the Community Leader due to the acts of the Customer;
4. All other indirect, incidental, consequential, or exemplary damages. 

b. Limitation on Liability for Damages – Without prejudice to the remedies available under this Agreement or as provided by law, in no case shall the total liability of Sarisuki for damages be more than the total amount due for the related purchase order for any alleged breach or violation of its obligations under this Agreement, or other causes of action, whether by contract or by provision of law. 

Section 15. Payment of Taxes and other Dues

Each Party shall be responsible for the payment of taxes and other similar dues associated with the transactions they execute under this Agreement. 

Section 16. Transmissibility and Assignment Clause

a. Transmissibility – The provisions of this Agreement shall inure to the benefit of or be binding upon the Parties, their executors, administrators, heirs, successors, or assigns, and each and every person so bound shall make, execute, and deliver all documents and perform all acts necessary to enforce this Agreement.  

b. Right to Assign – This Agreement, specifically the rights, obligations, and liabilities found herein, shall not be transferrable, and cannot be assigned by the Community Leader, without the knowledge and consent of Sarisuki. Sarisuki reserves the right to transfer or assign this Agreement and the rights, duties, and obligations found herein, for whatever cause, upon written notice, but without need for consent of the Community Leader.  

Section 17. Entirety of Agreement

This Agreement, along with any document which may be attached hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and the transactions herein contemplated, and replaces all previous agreements, understandings, or undertakings, if any, between the Parties. No subsequent agreements, understandings, or undertakings shall serve to amend, modify, alter, or in any way change the tenor of this Agreement, except when such subsequent agreement, understanding, or undertaking is reduced into writing and signed by both Parties.

Section 18. Counterpart Clause

This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and same instrument.

Section 19. Separability Clause

If any provision of this Agreement is subsequently declared unlawful, invalid, or unenforceable, such declaration shall not affect the validity or enforceability of other provisions of this Agreement, and the remainder shall be enforced in the best possible manner in consideration of the rights and obligations of the Parties.

Section 20. Non-waiver

Unless otherwise stated in this Agreement, the failure on the part of either Party, in any one or more instances, to insist upon the strict performance of any of the provisions in this Agreement, or to exercise any right or privilege herein conferred, shall not be treated as a variation, novation, condonation, relaxation, relinquishment, or waiver of such Party’s right to enforce the provisions of the Agreement, and such failure shall have no force or effect on any of the rights and obligations provided herein.

Section 21. Governing Law and Venue

This Agreement shall be governed, construed, and enforced in accordance with Philippine law. In the event of any dispute arising from or in connection with this Agreement, the appropriate court in Quezon City shall have sole jurisdiction over the case to the exclusion of all other courts.