User Agreement

This User Agreement describes the terms and conditions on which you are allowed to use our Website and our Services. We have incorporated by reference all linked information.

In This User Agreement:

“Account” means the account you open when you register on the Website.

“Buyer” means a User that investigates and purchases Seller Services or items from Sellers or identifies a Seller through the Website.

 “SPI”, “we”, “our”, or “us” means Setup Phils Inc.

“Inactive Account” means a User Account that has not been logged into for a continuous 6 month period.

“Intellectual Property Rights” means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trade marks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, at common law or in equity.

“User”, “you” or “your” means an individual who visits or uses the website

“User Contract” means : (1) this User Agreement; (2) the Code of Conduct as amended from time to time; (3) any other contractual provisions accepted by the Buyer uploaded to the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; and (4) the Project terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct.

“Website” means the websites operated by SPI and available at: SPI and any related SPI service, tool or application.

  1. Overview

By accessing and/or using the Website, you agree to the following terms with SPI.

We may amend this User Agreement and any linked information from time to time by posting amended terms on the Website.

The Website is an online venue where Users buy and sell Seller Services and items. Buyers and Sellers must register for an Account in order to buy or sell Seller Services and/or items. The Website enables Users to work together online to complete and pay for Projects, buy and sell items and to use the services that we provide.

  1. Scope

Before using the SPI Website, we recommend that you read the whole User Agreement, the Website policies and all linked information.

You must read and accept all of the terms in, and linked to, this User Agreement, the SPI Privacy Policy and all Website policies. By accepting this User Agreement, you agree that this User Agreement will apply whenever you use the SPI Website, or when you use the tools we make available to interact with the SPI Website. Some SPI Websites may have additional or other terms that we provide to you when you use those services.

 

  1. Eligibility

You will not use the SPI Website if you:

  1. are not able to form legally binding contracts; or
  2. are under the age of 16; or
  • a person barred from receiving and rendering services under the laws of the Philippines or other applicable jurisdiction; or
  1. are suspended from using the SPI Website.

Subject to your local laws, a person over 15 but under 18 can use an adult’s account with the permission of the account holder. However, the account holder is responsible for everything done with that account.

Users may provide a business name or a company name, which is to be associated with the User’s Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.

We may, at our absolute discretion, refuse to register a person or corporate entity as a User.

  1. Using SPI

While using the SPI Website, you will not:

  1. post content or items in inappropriate categories or areas on our websites and services;
  2. infringe any laws, third party rights or our policies, such as the Code of Conduct;
  • fail to deliver payment for services delivered to you, unless we have materially changed the Seller Service provided or a clear typographical error is made;
  1. circumvent or manipulate our fee structure, the billing process, or fees owed to SPI;
  2. post false, inaccurate, misleading, defamatory or offensive content (including personal information);
  3. take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the SPI Website);
  • transfer your SPI account (including feedback) and Username to another party without our consent;
  • distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
  1. distribute viruses or any other technologies that may harm SPI, the Website, or the interests or property of SPI users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
  2. download and aggregate listings from our website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Website into any other website without our prior written authorisation;
  3. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the SPI Website;
  • copy, modify or distribute rights or content from the SPI Website or SPI copyrights and trademarks; or
  1. Fees And Services

We charge fees for certain services, such as introduction fees for Projects, listing upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites.

Unless otherwise stated, all fees are quoted in United States Dollars.

  1. Taxes

As we are a company incorporated in the Philippines, all fees earned by us from Philippine Users will be subject to a 10% Value Added Tax (VAT) on all fees, which will be included in the invoice.

  1. Payment Administration Agent

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by SPI.

  1. Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

You acknowledge and agree that: (1) We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.

You represent and warrant that your content:

  1. will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
  2. will not violate any law or regulation;
  • will not be defamatory or trade libellous;
  1. will not be obscene or contain child pornography;
  2. will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
  3. will not contain material linked to terrorist activities
  • will not include incomplete, false or inaccurate information about User or any other individual; and
  • will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of the Philippines. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and SPI Services and may close your Account.

Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional adviser.

We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.

  1. Feedback, Reputation And Reviews

You acknowledge that you transfer copyright of the feedback, reputation and reviews you leave consisting of comments and a multidimensional rating (e.g. quality, communication etc.) together with a composite rating by us. You acknowledge that such feedback, reputation and reviews belong solely to us, notwithstanding that we permit you to use it on our Website while you remain a User. You must not use, or deal with, such feedback, reputation and reviews in any way inconsistent with our policies as posted on the Website from time to time without our prior written permission.

You may not do (or omit to do) anything that may undermine the integrity of the SPI feedback system. We are entitled to suspend or terminate your Account at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating, where we believe our feedback system may be subverted.

Our feedback ratings belong to us and may not be used for any purpose other than facilitating the provision of Seller Services via the Website. You may not use your Seller or Buyer feedback (including, but not limited to, marketing or exporting your any or all of your composite rating or feedback comments) in any real or virtual venue other than a website operated by SPI or its related entities without our written permission.

  1. Advertising

We may display sponsor advertisements and promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as as result of the presence of such advertisements/ promotions in the Website or your subsequent dealings with the Advertisers. Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by SPI or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.

  1. Right To Review

We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud and for risk management and related purposes.

 

 

  1. Limits & Fraud Prevention

We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.

If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction (e.g. paid a Milestone Payment using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.

We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:

  1. we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
  2. we believe that the beneficiary of the payment is someone other than you;
  • we believe that the payment is being made to a country where we do not offer our Service; or
  1. we are required to do so by law.
  2. Refunds

You may ask for a refund at any time for any funds that you have paid into your Account.

If we agree to the refund, the funds will be received by the User via the same payment method(s) that the User used to make the original payment to us. We may, in our sole discretion, use an alternative payment method in exceptional circumstances.

We may refund funds to Users irrespective of whether a User has requested funds be refunded if: (1) we are required by law or consider that we are required by law to do so; (2) we determine that refunding funds to the User will avoid any dispute or an increase in our costs; (3) we refund funds to the User in accordance with any refund policy specified by us from time to time; (4) we find out that the original payment made by the User is fraudulent; (5) the User made a duplicate payment in error; or (6) we consider, in our sole opinion, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.

You can request a refund by emailing us at admin@setup.com.ph. If you have done so, you must not initiate a chargeback request with your credit card issuer until such time as all reasonable efforts have been exhausted with us to resolve your request.

If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and must not seek double recovery.

If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.

There is no minimum amount for a refund.

  1. Chargebacks

A chargeback (being a challenge to a payment that a Buyer files directly with their credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.

You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Website.

You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).

  1. Inactive Accounts

We reserve the right to close an Inactive Account.

  1. User Account Content

After each successful transaction, all content from the transaction will be available in the User’s account for only up to one (1) year.

  1. Right To Refuse Service

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:

  1. if we determine that you have breached, or are acting in breach of, this User Agreement;
  2. if we determine that you have breached legal liabilities (actual or potential), including infringing someone else’s Intellectual Property Rights;
  • if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
  1. you do not respond to account verification requests;
  2. you do not complete account verification when requested within 3 months of the date of request;
  3. you are the subject of a United Nations, Philippine, EU or USA sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
  • to manage any risk of loss to us, a User, or any other person; or
  • for other similar reasons.

If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.

Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.

You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.

If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.

In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

  1. Dispute Resolution Services Code Of Conduct

The SPI Code of Conduct applies to all the services offered by SPI, It is agreed by you that you will make every endeavour at fair play and post reasonable and fair demands/offers on your dispute.

  1. Disputes With Us

If a dispute arises between you and SPI, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by emailing us at admin@setup.com.ph.

For any claim, SPI may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If SPI elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that SPI will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

All claims you bring against SPI must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, SPI may recover its legal fees and costs (including in-house lawyers and paralegals), provided that SPI has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, SPI will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.

SPI’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

  1. Currencies

Some of the Websites will display rates in the local currency of that Website, in addition to the actual amount. These rates are based on a conversion from the originating currency using indicative market exchange rates. You understand and agree that these rates are only indicative and the amount specified in the origin currency is the actual amount.

You are responsible for all risks associated with converting and maintaining funds in various available currencies, including but not limited to the risk that the value of these funds will fluctuate as exchange rates change, which could result in decreases in the value of your funds in aggregate. You must not use (or attempt to use) the Website to engage in speculative trading, which could result in substantial losses. We are not a financial services provider.

All information included on the Website in respect of currency conversion is general information only. Use of currency conversion is at your own risk. Currency conversions are final and irreversible.

  1. Access And Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the SPI Website for any purpose without our express written permission.

Additionally, you agree that you will not:

  1. take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
  2. interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the SPI Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
  • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the website’s without the prior express written permission of SPI and the appropriate third party, as applicable;
  1. interfere or attempt to interfere with the proper working of the website’s, services or tools, or any activities conducted on or with the website’s, services or tools; or
  2. bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
  3. Closing Your Account

You may close your Account at any time by emailing us at admin@setup.com.ph,

  1. Privacy

We use your information as described in the SPI Privacy Policy. If you object to your information being transferred or used in this way then you may not use our services.

  1. Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the SPI Website and SPI Services.

In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.

  1. Security

You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the SPI Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unathourised access of your account resulting from your failure to secure your password.

  1. No Insurance Or Warranty

We do not offer any form of insurance, or other Buyer or Seller protection.

  1. No Warranty As To Content On The Website

The Website is a dynamic time-sensitive website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabelled or deceptively labelled accidently by us.

Our Services, the Website and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:

  1. the Website or SPI Services;
  2. the accuracy, reliability, availability, veracity, timeliness or content of the Website or SPI Services;
  • whether the Website or SPI Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
  1. whether defects in the Website will be corrected;
  2. whether the Website or SPI Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website or SPI Services;
  3. the Website, Seller Services or SPI Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.

To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.

  1. Limitation Of Liability

In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

  1. any indirect, special, incidental or consequential damages that may be incurred by you;
  2. any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
  • any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.

The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.

Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.

To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the SPI services again or the payment of the cost of having the SPI services supplied again.

  1. Jurisdiction Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.

  1. Bar To Action

We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.

  1. No Class Actions

You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Users.

  1. Notices

Legal notices must be served on SPI (in the case of SPI) or to the email address you provide to SPI during the registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.

Any notices to SPI must be given by registered ordinary post (or if posted to or from a place outside the Philippines, by registered airmail).

  1. Law And Forum For Legal Disputes

This Agreement will be governed in all respects by the laws of Manila, Philippines. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and SPI irrevocably submit to the non-exclusive jurisdiction of the courts of Manila, Philippines.

  1. Severability

The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.

  1. Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

38 No Waiver

Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

  1. Communications

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.

  1. Additional Terms

It is important to read and understand all our policies as they provide the rules for trading on the SPI website. In addition there may be specific policies or rules that apply, and it is your responsibility to check our Help pages and policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our websites, including but not limited to:

  • Privacy Policy
  • Code of Conduct
  • Fees and Charges

Each of these policies may be changed from time to time. Changes take effect when we post them on the SPI website. When using particular services on our website, you are subject to any posted policies or rules applicable to services you use through the website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.

  1. General

Setup Phils Inc. is located at 2F 210 Wilson St.., Greenhills, San Juan, Metro Manila, Philippines.

This Agreement contains the entire understanding and agreement between you and SPI. The following Sections survive any termination of this Agreement: Fees And Services (with respect to fees owed for our services), Release, Content, No Warranty As To Content, Limitation Of Liability, Indemnity, Bar To Action, No Class Actions, and Disputes With Us.

  1. Feedback

If you have any questions about this User Agreement or if you wish to report breaches of this User Agreement, please contact us by emailing us at admin@setup.com.ph