(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.
(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
- 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.
– 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.
– 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.
– 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.
– 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
– 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.
– 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.
– 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.
– 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
– 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.
– The payment for the Goods may be facilitated by any of the following methods:
– 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.
– 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.
- 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.
- 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.
– 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
– Sarisuki shall have the following duties and responsibilities:
– The Community Leader shall have the following duties and responsibilities:
Section 6. Issues, Complaints, and Refunds on Goods
– 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.
– 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.
– 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.
– The Goods listed in Annex “B” as attached hereto shall in no case be subject to any replacement, return, or refund whatsoever.
– 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.
– 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
– Sarisuki makes the following representations and warranties:
– The Community Leader makes the following representations and warranties:
Section 9. 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:
– 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.
– 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.
– Upon written notice, Sarisuki may terminate this Agreement effective immediately for the following grounds:
– 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.
– 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
– 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.
– 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.
– 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:
– 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
– 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.
– 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.