VENDOR TERMS AND CONDITIONS (VENDOR T&C)
These terms and conditions form a contract between Vendor (hereinafter “you” or “your”) and X TECH SOLUTIONS INC. d/b/a CasaTech [www.CasaTech.ph] (the “Website”) that governs your access and use of the website and its services. Please read these Terms carefully. It is a legally binding agreement between you and Company. By your use of our listing, marketing and advertising tools, you agree to comply with all of the terms and conditions set out in this document.
The Brand name “CasaTech” (hereinafter referred to as "website") is owned by X TECH SOLUTIONS INC (hereinafter referred to as “we”, “us”, “our”, or “Company”). Your use of the website, listing and marketing are governed by the following terms and conditions ("Terms"). Company may update these terms and conditions or any provision of this document at any time with 3 days prior written notice to you.
These Terms governs the following services: Vendor’s Subscription for vendor portal, License to use our website and online platform, listing of products by Vendor on website and sharing of Data collected through the website (hereinafter the “Services”).
THESE TERMS AND CONDITIONS APPLY TO ALL SERVICES PROVIDED BY THE COMPANY UNLESS OTHERWISE EXPRESSLY STATED TO THE CONTRARY. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.
- ACCEPTANCE OF THIS AGREEMENT: If you use or otherwise indicate your acceptance of the Service(s) by signing MEMORANDUM OF AGREEMENT (“MOA”), you have accepted this Agreement and agree to be bound by its terms.
- SERVICE AND GRANT OF LICENSE BY COMPANY: We provide a service that allows our vendors to access the vendor portal on our online platform. Company hereby grants to Vendor the non-exclusive, non-transferable, non-sub-licensable right and license during the Term to (i) access the portal; (ii) use product listing services; and/or (iii) use other marketing related services in accordance with the terms and conditions of this Agreement.
- USE AND AVAILABILITY OF VENDOR PORTAL: Vendor agrees to use, and Company agrees to make available, the Vendor portal during the Term according to the terms and conditions of this Agreement. Vendor understands and agrees that from time to time the Portal may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Company may undertake from time to time; or (c) causes beyond the control of Company or which are not reasonably foreseeable by Company, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of website/app, Internet congestion or other failures.
- RESTRICTIONS: Except as set forth in this Agreement, Vendor agrees not to (a) use or authorize use of the Vendor Portal for any purpose not specified in this Agreement; (b) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for unauthorized purposes the portal or access thereto; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the portal, source code or any portion thereof; or (d) attempt to do any of the foregoing.
- REGISTRATION: To become a Registered Vendor, you must accept all of the terms and conditions in this agreement. By becoming a Registered Vendor, you agree to: (1) abide by the Terms of this agreement and the processes, procedures, and guidelines described under this agreement; (2) be financially responsible for your use of the Website; (3) be financially responsible for creating account; and (4) perform your obligations as specified under this agreement, unless such obligations are prohibited by law. We reserve the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone. We may, in our sole discretion, refuse to allow any person to register or create an account with us or cancel or suspend any existing account.
- USERNAME AND PASSWORD: After Sign-up, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer system, and you agree to accept responsibility for all activities that occur under your account or password. You agree that if You provide any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We shall have the right to indefinitely suspend or terminate or block access of your IP on the Website or suspend your account and refuse to provide You with access to the Website. Vendor agrees to notify Company immediately of any unauthorized use of Vendor’s Account. We will not be liable for any unauthorized use of Vendor Account.
- VENDOR’S OBLIGATIONS: You represent, warrant, and covenant that:
8.1 You will be responsible for all of your Submitted Content including product images. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Company, to reproduce, distribute, publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content and Product images on and through the Services in the manner contemplated by these Terms;
8.2 No Submitted Content or Product images shall infringe or misappropriate any intellectual property right of a third party;
8.3 You will not post or provide any personal contact, inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
8.4 You will not upload, post or otherwise transmit any unsolicited or unauthorized listing, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any Customer;
8.5 You will not interfere with or otherwise prevent other Vendors from selling their products;
8.6 You will comply with these terms and all applicable laws and regulations;
8.7 You will maintain accurate Account information;
8.8 You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Website’s Content and/or our Services or operations thereof, except as permitted in these terms;
8.9 You will not impersonate another person or gain unauthorized access to another person's Account;
8.10 You will not use our platform for any illegal purpose;
8.11 You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; and
8.12 You will not use scrape, spider, robot or other automated means of any kind to access the Services.
- VENDOR’S DUTIES: Pursuant to this Agreement, Vendor agrees to the following:
9.2There would be an application process on general company details and requirements for registration approval to be an authorized partner of Company to comply on.
9.3 Upon approval, the Vendor is to set up an online account using its Vendor ID details provided by Company for the Company Vendor Centre which includes all key information in doing business with Company and agrees with all Content Production Guidelines on photo upload, product description and packaging (borne cost by vendor).
9.4 Each item that is to be posted will be checked by Vendor prior to approval of item posting inclusive of product details and pricing. The Vendor agrees as well that as a requirement they are to maintain similar suggested retail prices across online sites that represent their company and their products.
9.5 Agree to coordinate and revert to Company with any such concerns or complaints by the customers on or before 2 days (upon receipt of complaint).
9.6 Agree to give notice to Company on any changes of item production or any change in ownership, on occasion.
- COMPANY’S DUTIES AND OBLIGATIONS: Pursuant to this Agreement, Company agrees to the following services:
10.2 Receive and be in charge of all process payments for items sold.
10.3 Process delivery of items to customers upon purchase. Company to inform Vendor of sold item, packaging and pickup with a maximum timeline of 2 days. The Vendor agrees to coordinate on these conditions as per Customers’ expectations to Company’s timelines.
10.4 Help coordinate the return orders of Customers.
10.5 Be available should the Vendor have any need of assistance.
- RETURNS AND EXCHANGE: The Company intends to keep the quality of the brand by carefully crating each Vendor/Vendors items and credibility first and foremost before website exposure. Please read our RETURN and REFUND POLICY for more details. The Vendor’s cooperation on ensuring quality of product before shipment and packaging should be in excellent condition.
- NO IMPLIED LICENSES: “Intellectual Property Rights”means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, database rights, design rights, source code, portal and all other intellectual property rights and associated goodwill (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world. Except to the extent set forth herein, (a) Company does not grant to Vendor any other license, express or implied, to Company’s Intellectual Property Rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party. Company expressly reserves all Intellectual Property Rights not expressly granted hereunder.
- FEES AND PAYMENTS: Vendor will be allowed to list their products in the various categories and Company will charge its Fees according to the MOA signed by both the parties. You may contact us thru _________________________ for any inquiries regarding fees. Company will be engaging all arrangements with payment gateways and COD payments thru a third party service provider via the website and remit money to the vendor via bank deposit or check pick up, this includes the insurance fee for the item. Further, The Vendor will receive a monthly billing, where a shipping fee, in amount depending on client location, will be stated. This will be in effect to this agreement unless otherwise changed by logistics provider and Vendor will be notified by Company should there be any changes. Shipping fee will be paid by customers if and so items sold are below PHP 5,000. On the other hand, if purchased item is above PHP 5,000.00, it will be paid by the Vendor. The Vendor agrees to be charged with penalty fees in violation of rules and processes of Company, which are stated and further explained in PENALTY POLICY.
- COLLECTION COSTS: If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. If you change your telephone number or other contact information without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us or our collection agent as a result of any attempt to collect any debt through the telephone number or contact information you provided, including any costs or liabilities associated with misdirected calls.
- SUSPENSION: If Vendor fails to refund any amount wrongly received then Company, at its sole discretion in accordance with and subject to suspend any or all the Service(s) Vendor receive without a reduction in the fee or charges for the Service(s).
- TERMINATION: This Agreement may be terminated by either party upon 30 days prior written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 7 days written notice. The Company has right to terminate this agreement with immediate effect (7 days prior notice will be provided) in case of the following situations:
(b) Direct Coordination with customers/ Poaching outside the website: Company serves as an online platform and marketplace for Vendor to maximize reach and connection with various customers. All coordination to customers must be exclusive to Company’s responsibility being the broker for the vendors and customers.
(c) Item/Product misrepresentation: All items posted must conform to correct measurements, valid description of presentation of materials, origin, image in exact with actual product, performance and suitability. Any misrepresentation affects Company’s credibility, which therefore affects trust relationship with the Vendor. All products/items posted must be up-to-date and brand new. Furthermore, the Vendors’ brand and all that it relates with must oblige to all approvals and registrations for online platform advertisement. Violation of this will result in immediate termination.
(d) Breach of Agreement: The Vendor’s breach and cease of obligation and business commitments and this agreement will result in immediate termination and Vendor will be removed immediately from Company’s website.
The Vendor has right to terminate this agreement with immediate effect (7 days prior notice will be provided) in case of the following situations:(a) In case of delayed payments for more than 90 days without valid reason;
(b) Company’s Failure to comply in stipulated agreements in the contract; and
(c) Vendor receives unsatisfactory results from the Company’s website.
- INDEMNIFICATION: The Company is only acting as an intermediary between the Vendor and third-party clients for products. Any claims by third-party client or end-user causing illness, fire, death, or any damage or loss are strictly the responsibility of the vendor and the Company will not be liable for the same. Vendor agrees to defend, indemnify and hold Company and its affiliates, service providers, partners and their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless against any claim for damages, losses or any costs, including attorneys’ fees, arising from or related to Products, Vendor use of this Website and copyright infringement. Further, Company will not be liable for any law violation, negligence, cost and fines or any government breach by the vendor and its brand and sale of items online.
- REPRESENTATION, WARRANTIES, AND COVENANTS:
18.1 VENDOR’S REPRESENTATION: The Vendor certifies that his/her business is registered as a legal entity authorized to trade and be in possession of the goods and brands they propose to promote on the site CasaTech. The Vendor further certifies that his/her business is registered with the tax authorities to engage in sales to include value added tax (VAT).
18.2 PRODUCT WARRANTIES: The Vendor acknowledges that each product sold or delivered by the Vendor has been in conformity with all applicable contractual commitments and all express and implied warranties. All product warranties should be clearly stated. Neither the Company nor the Company’s Officers has any Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damage in connection therewith.
18.3 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS: Each Party hereto represents, warrants and covenants to the other Party that: (a) such Party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its representations, warranties, terms and conditions.
18.4 VENDOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS: Vendor further represents, warrants and covenants that (a) no listing placed by Vendor will (i) infringe or misappropriate any third party’s Intellectual Property Rights; or (ii) breach any duty toward, or rights of, any third party, including rights of publicity or privacy; or (iii) be false, deceptive, misleading, unethical, defamatory, libelous, or threatening unlawful, harmful, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; (b) Vendor shall use collected Customer data only for its business or legal purposes and will not resale or distribute such data to third parties; (c) Vendor’s actions under this Agreement will comply with all applicable laws (including that Vendor’s collection, use and storage of data shall comply with all applicable privacy laws); and (d) it will not use the portal in a manner that reasonably could be expected to damage or cause injury to the Company’s Network System or otherwise reflect unfavorably on the reputation of Company.
- DISCLAIMER:EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. THE PORTAL IS MADE AVAILABLE TO VENDOR “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY VENDOR FROM COMPANY OR THROUGH OR FROM THIS AGREEMENT SHALL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY STATED IN THIS AGREEMENT.
- LIMITATION OF LIABILITY: EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR YOUR USE OR INABILITY TO USE THE PORTAL REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS AFFILIATE PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES (COLLECTIVELY, THE “EXCLUDED DAMAGES”). YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS SERVICE PROVIDERS, PARTNERS OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY VENDOR OF THE PORTAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR’ SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH THE COMPANY IS TO DISCONTINUE YOUR USE OF THE SERVICES.
- JURISDICTION AND APPLICABLE LAW: The use of the services and any agreements entered into are to be governed by and construed in accordance with the laws’ of the Republic of the Philippines without any conflict of laws.
- ENTIRE AGREEMENT: These terms constitute the entire agreement and understanding between you and the Company. No action of Company, other than an express written waiver, may be construed as a waiver of any part of this agreement, and no employee of Company is authorized to waive it orally.
- WAIVER AND SEVERABILITY: If any provision of these terms is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid, and enforceable. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
- CONTACT US [FOR NOTICE AND OTHER COMMUNICATIONS]
X TECH SOLUTIONS INC. d/b/a CasaTech
Unit 502 5752 Limbo Street
Makati city, Metro Manila, Philippines