TERMS OF SERVICE

1. Introduction

Welcome to Table Buddy PH, the QR ordering system that provides customers with a way to order food, beverage, and merchandise products from restaurants and clients (“Platform”).

The Platform is owned by ViiWorks Software Solutions, Inc. and its Affiliates (together “Table Buddy PH”, "we”, "our”, or "us”), and these terms and conditions explain our obligations as a service provider and your obligations as a client (“you”, “your”, “Client”).

You accept that your use of or access to our Platform and/or your submission of our Onboarding Form confirms your acceptance of these Terms of Service, Terms of Use, and Privacy Policy.

We may change these Terms of Service at any time by notice to you in the manner set out in these Terms of Service, and your continued use of our Services or the Platform following such notice will represent an agreement by you to be bound by the Terms of Service as amended.

By using the Services or accessing the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service and that these Terms of Service together with the Fee Acceptance Form will form a standing agreement between you and Table Buddy PH (“Agreement”). In entering into this Agreement, you acknowledge that you have the authority to act on behalf of any person or entity for whom you are using the Services or accessing the Platform, and you agree to this Agreement both personally and on behalf of that person or entity.

Please read these Terms of Service carefully and if you do not agree to them, you must not continue to use the Services or the Platform.

2. Definitions

2.1 Dictionary
Capitalized words and phrases used in this Agreement have the meanings given to them where they are followed by bolded brackets, or otherwise have the meanings given to them in clause 24.2 (Dictionary).

2.2 Interpretation
The interpretation clause in clause 24.2 (Dictionary) sets out the rules of interpretation for this Agreement.

3. License

(a) Table Buddy PH grants to the Client a non-exclusive, non-transferable, non-sublicensable license to use and access the Platform during the Term on the terms set out in this Agreement (“License”).

(b) In exchange for Table Buddy PH granting the License to the Client, the Client agrees to pay the Fees on the terms set out in this Agreement.

(c) If this Agreement is terminated for any reason, then the License together with Table Buddy PH’s provision of the Services will terminate.

4. Term

(a) The term of the Agreement will commence on the Commencement Date and continue in perpetuity until terminated in accordance with this Agreement.

(b) This Agreement may be terminated by either party for convenience in accordance with clause 17(a), provided that the terms of this Agreement will continue to apply to the parties up to the date of termination.

5. Set-Up Services

(a) If requested by the Client, Table Buddy PH will provide the Set-Up Services to the Client in a timely manner.

(b) The Client will give Table Buddy PH reasonable assistance to allow Table Buddy PH to provide the Set-Up Services, including by providing Table Buddy PH with access to the Client’s premises, POS system for menu data, as well as copies of the Client’s menu together with such other information and assistance as Table Buddy PH may reasonably require from time to time.

(c) In the event that the Client does not approve of the Set-Up Material published, it will notify Table Buddy PH within two (2) days. Table Buddy PH will use its commercially reasonable endeavors to address and rectify the Client’s concerns in respect of any Set-Up Material.

(d) The Client grants to Table Buddy PH a royalty-free, worldwide, non-transferable license to use and publish any of the Client’s Intellectual Property Rights in the Set-Up Material, including trademarks and copyright in the menus or in any Set-Up Material provided by the Client.

6. Client Obligations

6.1 Provide Information
You must provide Table Buddy PH with all documentation, information, and assistance reasonably required by us to perform the Services, including payment information such as price lists, billing details, and other account information (Financial Information), to allow the processing of payments for products that the Client provides to its customers through the use of the Platform.

6.2 Compliance with Laws
You agree that by receiving or requesting the Services, you:

will not breach any applicable Laws (including any applicable privacy laws);
have a current and valid:
1. Business registration;
2. Appropriate insurance policies; and
3. If you sell alcoholic beverages, liquor license when applicable based on national and local government legislation; and
will not infringe the Intellectual Property Rights or other rights of any third party, or breach any duty of confidentiality.

6.3 Use of PlatformYou must not:

use the Platform in any way that could damage the reputation of Table Buddy PH, or the goodwill or other rights associated with the Platform;
charge any third party to use the Platform.
provide Customers with any information about Table Buddy PH or the Payment Platforms that is false, misleading, or inaccurate. Without limiting this clause 5.3(c), you must not make any warranty, representation, or statement to any Customer relating to Table Buddy PH, the Platform, or any Payment Platform, other than those:
1. contained in materials provided to you by Table Buddy PH;
2. set out on a Related Website; or
3. as otherwise expressly permitted by Table Buddy PH in writing
and if Table Buddy PH is concerned that any content or materials displayed on your Platform, your website or in-store do not comply with this clause, we may request that you modify or delete the relevant content or materials, or remove them from the display.
except as expressly permitted by this Agreement:
1. reproduce, make error corrections to or modify or adapt the Platform or create any derivative works based upon the Platform;
2. except as permitted by Laws, decompile, disassemble or otherwise reverse engineer the Platform or directly or indirectly allow, cause or permit any third party to do so; or
3. modify, remove or whitewash any copyright or proprietary notices on the Platform.
access, store, distribute or transmit any viruses, or any material during your use of the Platform that:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or discriminatory;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. causes damage or injury to any person or property;
5. violates any applicable laws,
Table Buddy PH reserves the right, without liability to the Client, to disable your access to or remove any material published on the Platform that breaches the provisions of this clause.

6.4 Obligations in respect of Orders

When a Customer makes an Order using the Platform, you will be issued with a notification (Order Notification). For Orders through the Platform, Order Notifications will be issued directly to you.
Where a Customer makes an Order using the Platform, you must use best endeavors to ensure that the Ordered products are provided to the Customer promptly after the Order Notification is received unless you expressly agree on an alternative timeframe with the Customer such as a pre-order.
You must only provide products to a Customer after you have received the relevant Order Notification. Table Buddy PH will not be liable to you for products provided without an Order Notification.

6.5 Additional Client ObligationsYou will:

co-operate with Table Buddy PH in any way reasonably required by Table Buddy PH to provide business efficacy to this Agreement;
carry out your obligations in a timely and efficient manner;
do all things reasonable to ensure that you and your Customers use the Platform in accordance with the terms and conditions of this Agreement and Table Buddy PH’s Terms of Use and Privacy Policy;
be responsible for customer service relating to all Orders and delivery quality;
act in good faith when requests are made by Table Buddy PH to promptly resolve disputes with Customers (including where necessary, taking any action reasonably directed by Table Buddy PH as may be required to protect our legitimate business interests;
notify Table Buddy PH of any intention to commence advertising or offering Restricted Goods for sale;
obtain and shall maintain all necessary hardware and third-party software licenses necessary to be able to access the Platform; and
be solely responsible for procuring and maintaining network connections and telecommunications links from your systems to the Platform, and for all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Client's network connections or telecommunications links.

6.6 Indemnity The Client shall indemnify, and keep indemnified and hold harmless, Table Buddy PH from and against all Loss suffered or incurred by Table Buddy PH or its Affiliates as a result of a breach of this clause 6.

7. OUR OBLIGATIONS

(a) Subject to the terms of the Agreement, we will provide you with access to the Platform and the Services as specified in the Onboarding Form and Fee Acceptance Form.

(b) We agree to provide the Services, including the initial setup of the Menu, resolving access issues with the Platform, and updating any Client-related information on the Platform to which the Client does not have access.

(c) We will use commercially reasonable endeavors to make the Services available to you.

(d) We reserve the right to change, suspend, remove, or disable access to any feature of the Platform or Services at any time without notice. We will not be liable for the removal of or disabling of access to any such features of the Platform or Services. We may also impose limits on the use of or access to the Platform if we determine that it is in the interests of our genuine business needs in our sole discretion without any notice or liability.

8. SUPPORT SERVICES

(a) Table Buddy PH will provide Support Services, which include seeking to resolve access issues with the Platform and updating any Client-related information on the Platform to which the Client does not have access.

(b) The Client will promptly give Table Buddy PH such reasonable assistance as Table Buddy PH considers necessary to ensure that it can provide the Support Services.

(c) The Client will ensure that Table Buddy PH is promptly granted all reasonable access, including necessary security clearances, for the purposes of providing the Support Services.

9. PAYMENT PROCESSING

(a) All financial transactions made through the Platform between the Client and Customers will be processed by the Payment Platforms.

(b) Table Buddy PH will provide the Financial Information to the Payment Platforms, or may require that the Client provides its Financial Information to the Payment Platforms directly.

(c) Table Buddy PH shall not authorize any Payment Platforms to use the Financial Information in any way other than to process payments for Orders.

(d) Table Buddy PH shall not be liable for any losses of the Client arising out of or in relation to the processing of payments through the Platform, but will liaise with the Payment Platforms to facilitate a resolution of any issues regarding payment that arise in respect of the Client or any Orders.

(e) The Client appoints the Payment Platforms as its agent for the purposes of accepting payment from Customers who use the Platform to place Orders (Customer Payments).

10. FEES

(a) The Client agrees to pay the Fees to Table Buddy PH on the terms of this Agreement and in the manner set out in the Payment Method.

(b) The Client acknowledges that the Minimum Commitment Fee will be payable each month where the Client’s GMV in that month is less than the Minimum Sales Volume. The Minimum Commitment Fee will be paid in accordance with the Payment Method.

(c) Interest shall be payable at the Penalty Interest Rate on the late payment of any Fees required to be paid by the Client under this Agreement, accruing on a daily basis from the due date until payment is made in full, both before and after any judgment.

11. REFUNDS

The Client is responsible for Refunds and can process Refunds by contacting Table Buddy PH. All Refunds will appear as a deduction line item on the Client’s payments. If the Refund is processed after the funds from the relevant Transaction have already been paid out to the Client, Table Buddy PH will implement a deduction facility on a future payment.
In the event of a Refund, The Client acknowledges and agrees that the Client must pay:
1. the Fees;
2. any other associated fees incurred by Table Buddy PH in respect of the Refund.

12. THIRD-PARTY DELIVERY SERVICES

The Client may elect to use a Delivery Provider outside of the Platform in order to facilitate the Delivery Services.
In respect of the Delivery Services, the Client acknowledges that:
1. The Client is responsible for the Delivery Fees, which will be paid in accordance with the Payment Method;
2. the Delivery Services are subject to the terms and conditions of the selected Delivery Provider, made available on the Delivery Provider’s website;
3. Table Buddy PH excludes all representations, warranties or terms (whether express or implied) in relation to the Delivery Services;
4. Table Buddy PH will not be liable for any Loss suffered by the Client arising out of or in relation to anything caused or contributed to by the Delivery Services, including any failure or delay in the deliver of the Order to the Customer; and
5. The Client is wholly responsible for any conflict resolution, Customer support, additional fees or Refunds that may be required in relation to the Delivery Services.

13. HOSTING AND INTEGRATION

The Platform will be hosted on a cloud server operated by ViiWorks Software Solutions, Inc.
The Client acknowledges and agrees that Table Buddy PH will not at any time host the Platform, and accordingly Table Buddy PH will not be liable for any losses occasioned by the Client arising out of or in relation to the hosting of the Platform.
Table Buddy PH will notify the Client of:
1. any violations of Privacy Laws, or violations of the terms of this Agreement of which it becomes aware;
2. any request, claim, order, authority report made by any government or statutory authority in respect of the Platform or the data generated by the Platform; and
3. the details of the third-party hosting of the Platform upon the Client’s request (unless this information is confidential).
Table Buddy PH can be integrated either:
1. directly into the Client’s system through an application programming interface, or
2. into the Client’s point of sale system (POS) through the POS third-party integration partner, which will allow Table Buddy PH to send the Client’s customer’s orders directly to the Client’s kitchen or bar.
If Table Buddy PH is integrated into the POS, the Client indemnifies Table Buddy PH from and against any loss arising as a result of any act or omission of the Client out of errors, defects, or incorrect information in the POS and POS third-party integration partner.

14. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that:
1. it has the right to deal with the Intellectual Property Rights and has the authority to grant its respective rights under this Agreement;
2. it is a corporation duly organized, validly existing, and in good standing under the applicable laws;
3. the grant, execution, delivery, and performance of its obligations under this Agreement have been duly authorized by all necessary action; and
4. this Agreement is a legal, valid, and binding obligation.
Notwithstanding anything else in these Terms of Service, Table Buddy PH:
1. does not warrant that the Client's use of the Platform will be uninterrupted or error-free; and
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including cloud and internet services, and the Client acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

15. INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement constitutes an assignment from Table Buddy PH to the Client of any Intellectual Property Rights in connection with the Platform.
The Client:
1. acknowledges that Table Buddy PH holds all Intellectual Property Rights of the Platform;
2. acknowledges that Table Buddy PH will not share Customer Data with the Client unless the customer opts into the Client’s marketing list via the Platform;
3. will not directly or indirectly do anything that would or might invalidate or put in dispute Table Buddy PH’s title in the Platform;
4. cannot share login details to the Platform with any third party, unless Table Buddy PH first provides written its approval; and
5. will not copy, modify, reverse engineer, decompile or attempt to extract the source code of the Websites and associated functionality.
Table Buddy PH shall retain all Intellectual Property Rights in any of the material that it creates for the Client under this Agreement.

16. LIABILITY

(a) To the full extent permitted by law, Table Buddy PH excludes all liability in respect of loss of data.

(b) To the full extent permitted by law, Table Buddy PH excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement.

(c) To the fullest extent permitted by law, in no circumstances will Table Buddy PH be liable (whether before or after the expiry or termination of these Terms of Service) for special, indirect or Consequential Loss as a result of a defect in the Platform or a breach by Table Buddy PH of this Agreement including, but not limited to, loss of profits or revenue, the costs arising from the loss of use of the Platform and the costs of any substitute software which the Client acquires.

(d) Table Buddy PH’s total aggregate liability for all claims relating to this Agreement is limited to the amount of the Platform Fees paid by the Client under this Agreement in the 12 months preceding the relevant claim.

(e) Table Buddy PH shall have no liability for any damage caused by errors or omissions in any information, instructions, or material provided to Table Buddy PH by the Client in connection with the Platform, or any actions taken by Table Buddy PH at the Client’s direction.

(f) All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

(g) To the extent, if any, that we act as a ‘service provider’ pursuant to the Payment Card Industry Data Security Standard in respect of the Services provided under this Agreement, we shall be responsible for the security of cardholder data that we possess or otherwise store, process or transmit on the Client’s behalf, or to the extent that we impact the security of the Client’s cardholder data environment.

17. TERMINATION

Either party may terminate this Agreement at any time by providing 30 days’ written notice to the other party.
Either party may terminate this Agreement immediately by notice in writing if:
1. the other party is in breach of any term of this Agreement and such breach is not remedied within 14 days of receipt of notice;
2. the other party is in breach of a term of this Agreement and such breach is incapable of remedy;
3. the other party for any reason destroys or disposes of or loses custody of the Platform (other than in accordance with the terms of these Terms of Service); or
4. the other party suffers an Insolvency Event.

18. CONSEQUENCES OF TERMINATION

If this Agreement is terminated or expires for any reason:
1. the licenses (including the License) granted under this Agreement immediately terminate and the Client can no longer use the Platform;
2. Table Buddy PH shall cease providing the Services to the Client;
3. the Client must return to Table Buddy PH or delete all copies of the Platform any adaptations or versions of the Platform and any other media constituting or containing Table Buddy PH’s Intellectual Property Rights or any other thing provided to the Client under this Agreement;
4. all amounts owing by the Client to Table Buddy PH will become immediately due and payable to Table Buddy PH without further notice and interest will accrue on this amount at the Penalty Interest Rate;
5. the Client must immediately pay all outstanding Fees;
6. Table Buddy PH will make any final payment (any costs for which the Client is responsible under this Agreement) to the Client within 7 days of termination; and
7. termination will not affect the parties' accrued rights and obligations prior to the date of termination.

19. CONFIDENTIALITY

(a) Each party acknowledges that during the course of this Agreement they may convey to the other party Confidential Information. If any Confidential Information is received by a party, then that party agrees to keep it confidential and use it only for the purposes of performing its rights and obligations under this Agreement (Permitted Purpose).

(b) Each party shall not disclose the other party’s Confidential Information in whole or in part to any third party, except to those of its or its Affiliates employees, officers, representatives or advisers who need to know such Confidential Information for the Permitted Purpose. Each party shall inform its and its Affiliates employees, officers, representatives or advisers who need to know such Confidential Information for the Permitted Purpose of the confidential nature of the Confidential Information prior to disclosure and at all times is responsible for such persons’ compliance with the confidentiality obligations set out in this clause.

(c) Each party may disclose the other party’s Confidential Information to the extent required by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the receiving party gives the Disclosing Party as much notice of such disclosure as reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, the receiving party takes into account the reasonable requests of the disclosing party in relation to the content of such disclosure.

(d) This clause continues even after termination of this Agreement.

20. DATA PROTECTION

Table Buddy PH agrees to provide the Client with the customer’s order details (Order Details) to the extent necessary for the Client to manage and fulfill the customer’s order (Purpose). To the extent that the Order Details contains any Personal Information of the customer, the parties acknowledge and agree that:
1. The Client shall not access or use such Personal Information other than as necessary for the Purpose;
2. each party is regarded as an independent data controller for the purposes of the Data Protection Legislation; and
3. each party shall comply with the Data Protection Legislation at all times in its capacity as a data controller and shall, upon request, provide reasonable assistance to the other party in the event that a customer exercises its rights under the Data Protection Legislation, or a query or investigation is commenced by a Data Protection Authority.

21. VARIATION TO TERMS

We reserve the right to change, modify, add or remove parts of these Terms of Service at any time, subject to providing you with 30 days’ written notice. By continuing to use or access the Platform and/or Services after the date these changes become effective, you signify that you have read, understood, and agree to be bound by the updated Terms of Service.

22. NOTICES

(a) Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission.

(b) Notices must be sent to chat@tablebuddyph.com or to any other email address notified by email to you by us.

(c) Notices to you may be sent via electronic messages, including email, text message/SMS, or mobile push notifications, to the email address or numbers which you provided when setting up your access to the Platform.

23. GENERAL

23.1 Waiver
A waiver of a provision of or right under this Agreement is effective only if it is in writing signed by the party granting the waiver.

23.2 Invalidity
Any provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of this Agreement which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.

23.3 Assignment
You acknowledge that:

You may not assign your rights or obligations under this Agreement without the prior written consent of Table Buddy PH; and
Table Buddy PH may assign or transfer its rights or obligations under this Agreement without your consent.

23.4 Entire Agreement
This Agreement, together with any documents referred to in this Agreement or provided in conjunction with this Agreement from time to time, comprises the entire agreement between the parties with respect to the subject matter of this Agreement.

23.5 Inconsistency
If there is any inconsistency between the documents forming part of or contemplated by the Agreement, then the following order of priority applies to determine which provisions prevail to the extent of the inconsistency:

the Fee Acceptance Form;
the Privacy Policy; and
the Terms of Service.

23.6 Governing Law
This Agreement shall be governed and construed in all respects in accordance with the laws of the Republic of the Philippines, and, except where restricted by the applicable Law, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the state of Delaware.

23.7 Electronic Agreement
You acknowledge and agree that:

a printed version of this Agreement will be admissible in judicial, administrative, or arbitral proceedings; and
you waive any rights to originally execute by hand this Agreement.

24. DICTIONARY

24.1 Interpretation

(singular and plural) words in the singular include the plural (and vice versa);
(currency) a reference to ₱, Php, or “pesos” is to Philippine Peso;
(gender) words indicating a gender include the corresponding words of any other gender;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust, and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision

24.2 Dictionary

Term

Definition

Affiliate
means as regards a party, its ultimate holding company and each of its ultimate holding company’s other subsidiaries for the time being.

Agreement
has the meaning given to it in clause 1 of these Terms of Service.

Applicable Laws
means all applicable laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, or decisions and awards of any court or competent authority or tribunal from time to time in force.

Business Day
means a day that is not a Saturday, Sunday or public or bank holiday in the Republic of the Philippines

Commencement Date
means the date the Client submits the Onboarding Form and the Onboarding Form is accepted by us.

Confidential Information
means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature, or the manner of its disclosure (and includes in particular the documentation and all of the Intellectual Property Rights associated with the Platform as disclosed or provided to the Client by Table Buddy PH pursuant to this Agreement), but excluding:

information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and
information developed independently by a party.

Consequential Loss
means indirect or consequential loss or damage arising from a breach of contract, tort (including negligence), under statute or any other basis in law or equity including, but without limitation, loss of profits, loss of revenue, loss of production, loss of denial or opportunity, loss of access to markets, loss of goodwill, loss of business reputation, future reputation or publicity, damage to credit rating, loss of use or indirect remote, abnormal or unforeseeable loss, or any similar loss whether or not in the reasonable contemplation of the parties at the Commencement Date.

Customer
means a customer of the Client that places an Order through the Platform

Customer Data
Means any data or any other information, which is uploaded to the Platform by a Customer, including any Intellectual Property Rights attaching to those materials

Customer Payment
means the Transaction payment made by a Customer via the Payment Platforms in respect of an Order and includes any card surcharge fees.

Customer Portal
means the portal by which the Customer can access the Platform and enables the Customer’s access to the Menu.

Data Protection Legislation
means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of Personal Information to which a party is subject, including the Privacy Act and the GDPR.

Data Protection Authority
means a person or body which has regulatory or supervisory authority over all or any part of the business or activities of the relevant person in respect of Personal Information.

Delivery Fees
means the fees payable to a Delivery Provider in respect of providing the Delivery Services.

Delivery Provider
means a third-party delivery service provider integrated with the Platform to facilitate delivery of Orders to a Customer.

Delivery Services
means the services of delivering Orders to Customers operated by a Delivery Provider.

Documentation
means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.

Fee Acceptance Form
means the document named ‘Fee Acceptance Form’ signed by you and forming part of the Agreement.

Fees
means any amount payable by the Client to Table Buddy PH in accordance with this Agreement, including but not limited to the Platform Fee, Payment Processing Fee and Minimum Commitment Fee.

Financial Information
has the meaning given to it in clause 6.1

Force Majeure Event
means an act of God, fire, lightning, explosion, flood, subsidence, insurrection or civil disorder or military operation, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licenses or authorities, strikes, lock-outs or other industrial disputes of any kind and, any other cause whether similar or not to the foregoing, outside of the affected party’s control.

GMV (or Gross Merchandise Volume)
means the total sales volume of all Transactions placed through the Platform by the Client.

Insolvency Event
means the occurrence of any event or transaction in relation to any party that would cause that party to become insolvent within the meaning of applicable laws.

Intellectual Property Rights
means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trademarks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this Agreement, whether registered or unregistered.

License
has the meaning given to it in clause 3(a).

Loss
means any and all losses, damages, costs, expenses (including reasonable legal fees) and other liabilities, including Consequential Loss, and Losses shall be construed accordingly.

Manage
means the backend access management portal of the Platform accessible by the Client.

Menu
means the Client’s menu located on the Platform.

Minimum Commitment Fee
has the meaning given to it in the Fee Acceptance Form.

Minimum Sales Volume
means a Monthly GMV of $15,000.

Monthly GMV
means the GMV for a single calendar month.

Onboarding Form
means the initial onboarding form completed by you, containing information used by us to set up your Manage portal.

Order
means an order for food and beverage placed through the Platform by a Customer.

Parties
means the parties to the Agreement and ‘party’ means each of them.

Pass-Through Costs
means any cost for which the Client is responsible in respect of a Transaction (including Refunds, SMS Fees, and Delivery Fees and paid in accordance with the Payment Method.

Payment Facilitator
means Paymongo Philippines, Inc. or any other payment processing software that Table Buddy PH integrates with from time to time.

Payment Facilitator Fee
has the meaning given to it in the Fee Acceptance Form.

Payment Method
Table Buddy PH will not accept Customer Payments and will only integrate third-party Payment Methods that the Client is directly subscribed to

Payment Platforms
means the Payment Facilitator and any other payment platforms that Table Buddy PH integrates with from time to time.

Penalty Interest Rate
means the rate of 2% per annum plus the rate for the time being fixed by the penalty interest rate under applicable laws.

Permitted Purpose
has the meaning given to it in clause 19(a).

Personal Information
has the meaning given in the Data Protection Legislation.

Personnel
means, in respect of a party, its officers, employees, contractors (including subcontractors), and agents.

Platform
means the software known as “Table Buddy PH”, owned by Table Buddy PH and delivered to the Client by Table Buddy PH pursuant to the Agreement.

Platform Fee
has the meaning given to it in the Fee Acceptance Form.

Privacy Law
means all applicable privacy laws.

Refunds
means a refund requested by a Customer for a Transaction and approved by the Client.

Related Website
means the Websites or any other website of any Payment Platform.

Restricted Goods
means:

goods or services that infringe third-party Intellectual Property Rights;
dangerous goods, being goods that cause damage, harm, or injury;
tobacco products or alcoholic beverages (except to the extent that such products or beverages are provided as part of your licensed and ordinary course of business);
adult merchandise, including (without limitation) sex toys, adult magazines and books, sexual enhancement products and pornographic materials and items;
gambling-related content;
medicines and dietary supplements;
products that encourage dishonest behavior;
cannabis products (prescription or otherwise);
without limiting the above, any goods or services which are required by law to be sold to Customers over 18 years of age; and
any other goods or services which Table Buddy PH reasonably considers to be dangerous, inappropriate or high risk.

Services
means any and all of the following:

Websites:
Platform;
Set-up Services; and
Support Services,

provided by us to you.

Set-up Material
means any material created by Table Buddy PH for the Client in performing the Set-Up Services.

Set-up Services
means services to set up the Client for trading via the Platform, including setting up Manage and providing Menu build support (the Client is responsible for the actual menu build).

SMS Fees
means the SMS fees charged to Table Buddy PH in respect of facilitating a Transaction

Support Services
means the software support services in relation to Platform, including but not limited to implementation, support, training, and development services, provided by us to you.

Term
has the meaning given to it in clause 4(a).

Transaction
means the Customer payment is processed by Table Buddy PH for an Order via the Platform and includes any card surcharge fees.

User
means any person (including any Customer) that is subject to the Terms of Use, and where the context permits, includes any entity on whose behalf that person who uses or accesses the Platform.

Client
means any client or merchant using the Platform and/or any person from whom food, beverages or goods may be purchased via the Platform.

Client Data
means any documents or materials supplied by you to us under or in connection with these Terms of Service, including any Intellectual Property Rights attached to those materials.

Websites
means www.tablebuddyph.com and any other site operated by us in connection with the Platform or Services.

You or Your
means the Client and where the context permits, any Affiliate or person you authorize to use the Platform and/or Services on your behalf.