1.1 THIS SERVICE AGREEMENT VALIDITY
This Service Agreement (hereinafter “Agreement”) between vOffice Philippines lnc. (VPI) and Client is valid until 5 PM of the indicated contract end date.
1.2 SERVICE CONTINUATION, SUSPENSION OR TERMINATION
a) This Agreement shall automatically renew at the original price, plan and billing cycle at the end of each billing cycle unless VPl is notified by the Client of any changes.
b) VPl's billing system will automatically generate a new invoice at the end of the Client's billing cycle for the renewal of the same plan. The invoice shall be considered delivered and accepted by the Client once sent to the Client’s email address as provided to VPI unless VPI is otherwise informed within 72 hours after the invoice is sent.
1.3 TERMINATION & EFFECT
a) Client cancellation of the service and obligation to VPI shall be made exclusively by completing the VPl Service Cancellation Form which may be obtained by contacting VPI at +63 2 224 2000 or email@example.com. An acknowledgement will be sent to the Client once VPI has verified and processed the cancellation.
b) Either party may terminate the Agreement by giving notice in writing to the other at least 15 days prior to the proposed termination.
c) In the event of a pre-termination of this Agreement by the Client, all deposits and advances already made shall automatically be forfeited by way of liquidated damages. Should VPI exercise its right to pre- terminate this Agreement without the fault or gross negligence of the Client, it shall refund to Client deposits and advances made. VPI shall incur no other cost or expense should it exercise its right to pre- terminate.
VPl will provide services during business hours from 8:30 am to 7:30 pm Monday to Friday and VPI will adhere to any public holidays in accordance with Philippine law. VPI may also declare certain business days as off days(s) subject to VPI giving at least 5 working days prior notice.
a) Payment for services must be settled ON OR BEFORE THE DUE DATE OF INVOICE. The Client shall notify VPI in formal writing of any dispute and its reasons within 7 days from notification of invoice. If both parties agree that there is a disputed amount, the Client shall pay the undisputed portion of the invoice/s on or before the due date.
b) Any invoice issued by VPI to the Client shall constitute a formal demand for payment. Any money owing to VPI for more than 14 days shall bear a late payment administrative fee at the rate of 2% of the total amount per month until payment.
c) If a check is returned by the Client's financial institution for any reason, a PHP 1,000 returned check charge will be assessed and the Client shall settle all amounts due within 48 hours from the date of VPI notification. VPl may use all available legal channels including the right to file estafa case against the Client to recover any losses VPl may incur.
1.6 USE AND CARE
a) Center and the Office/s (Client shall:)
- Take reasonable care of any goods, facilities, equipment or space provided to them pursuant to this Agreement and keep them in a clean and good working condition.
- Not display anything on the windows or at the doorways, make alterations and/or additions, or install heavy equipment in the center or the office(s) without the written consent of VPI.
- Not damage or mistreat any equipment provided by VPI as part of the services.
- Not sleep or permit anyone to sleep in the center or office/s.
- Not hold or give permission to hold any retail sales by auction in the center or office/s.
- Not smoke or give permission to smoke in the center or office/s or on the floor of the center in which the office/s are located.
- Not use the center or office/s for any immoral or illegal purposes.
- Not obstruct other client's use of VPI services or cause any nuisance, annoyance or interference to any person in the center
- Not permit or keep in center or office/s any substance of dangerous, corrosive, combustible, explosive, radioactive, or offensive nature, or that which might damage any premises, buildings, or conducting media.
- Ensure that its employees, agents, contractors, clients and other persons who attend the center wear business attire at all times.
- Abide by the other House Rules of VPI
b.) Telephone Numbers (Client shall:)
- Acknowledge that VPI owns all telephone numbers and LP. addresses allocated to the Client, and agrees that they are only available to the Client during the effectivity of this Agreement.
- Not divert or transfer any communication in any form to any PABX telephone system or electronic receiving device owned by VPI or its agents, without written consent of VPI.
- Pay during the term of this Agreement all charges for services rendered by VPI at the rates stipulated by VPI. VPI reserves the right to change, review, or vary the service charges.
- Not, at any time, directly or indirectly, whether through another business or affiliate or in any other manner, provide to any other VPI client any of the services provided by VPI or its affiliates.
VPI's primary communication channel shall be via email. Emails sent through the VPI Corporate Email Server to the email address provided by the Client on the registration form shall be deemed delivered, accepted and understood from the time it is sent. It is the Client's responsibility to update VPI of any changes differing from that stipulated in the registration form.
1.8 VOFFICE STAFF
a) If the Client, or any person or entity in which the ownership or control is directly or indirectly associated with the Client, shall at any time during the term of the Agreement, or within 12 months after the termination of the Agreement, employ or contract any of the staff employed by VPI or VPI affiliates, the Client shall pay VPI by way of liquidated damages an amount equal to 50% of the new annual cash package of the new employee hired by the Client. This provision shall apply to all staff, whether permanent, part-time, or otherwise.
b) Client acknowledges that VPI services and staff will be shared with other VPI clients and shall not abuse or mistreat any person employed by VPI.
a) Should the Client make payment for services and/or charges be made by any payment method other than direct debit, VPI reserves the right to charge a payment administration fee per payment. Should payment for services and/or charges be made by credit card, wherever applicable, an administration fee of 5% of the amount paid will apply.
b) Client shall pay all reasonable costs relating to this Agreement, including any legal costs whatsoever, stamp duties, and any bank charges payable by VPI in respect of services and other amounts received by VPI from the Client pursuant to this Agreement.
VPI has the necessary facilities, premises and qualified personnel to comply with its obligations and undertakings in this Agreement and VPl shall use all reasonable efforts to provide the agreed services and facilities. However, this shall not be construed as a guarantee and in no event shall VPI be liable to Client or any third party for any claims for loss or damage as a result of any action or inaction not attributable to the fault or negligence of VPI.
1.11 FRAUDULENT USE OF SERVICES
a) The Client agrees that he/she will not use the VPl name, services, and premises for any illegal, fraudulent, illicit, unfit, or unethical purpose. VPl shall use Philippine Laws, Rules and Regulations to decide on the validity of the Client's purpose of using its services. It is agreed that VPl shall not be held responsible for any civil and criminal law violations on Client’s part and the Client shall indemnify VPI against all costs incurred in case of any action, suit or proceeding where VPI is made a party by reason of its services to the Client.
b) VPl accepts no legal responsibility or liability for the handling of calls on the Client’s behalf (whether unregistered, registered, certified or insured), or for any action, event or expenses associated with or arising from the handling of calls, beyond those charges and expenses agreed upon.
1.12 MODIFICATION OR DISCONTINUANCE OF SERVICES
b) VPI may at any time modify or discontinue, temporarily or permanently (or any part of them) with or without notice and liability to anyone. Should price increase become necessary, VPI will give the Client 21 days notice through VPI’s primary communication channel.
c) VPI reserves the right to re-assign any services offered to the Client to another VPI business center or facility, or to any other third-party provider. Any and all costs that will be incurred in relation to the reassignment of services shall be for the Client’s account. VPI will notify Client of mails, parcels, or items belonging to the latter within its possession and will discard mails, parcels items not collected within 15 days of notification. VPI will not be liable for any losses of claims that may arise due to the Client’s failure to timely collection of said belongings.
1.13 FREE AND HARMLESS
a) The Client agrees to hold VPI harmless from and against any claims by the Client, and/or any of its employee, agent or invitee for any loss, damage, expense or claim, loss of information, damage or any errors whether or not caused by any act of omission of VPI.b) The Client shall indemnify VPI and/or its owners, directors, officers, employees, representatives or agents against all costs incurred in connection with any civil, criminal, administrative or investigation action, suit or proceeding to which the VPI and/or said representatives may be, or is made a party by reason of its services to the Client.
1.14 CLIENT PRIVACY
VPI guarantees that all customer information will be kept with strict confidentiality and will not be sold or released to any third party. However, VPl reserves the right to release Client information to a third party at its sole discretion if VPI suspects that the Client is in breach of this Agreement or is in violation of the law.
a) By proceeding with facility reservation, Client agrees and acknowledges that if the reservation is accepted by VPI, the lease of facilities shall subsequently be subject to VPI's standard terms and conditions of facility usage.
b) VPI may, at its absolute discretion, cancel the reservation if VPI is of the opinion that the reservation information provided is falsified or incomplete.
c) VPI shall be entitled to vary, amend and/or otherwise change these terms and conditions at any time without prior notice.
d) The Client and its guests shall use the premises in a considerate manner at all times. Conduct deemed disorderly at the sole discretion of VPI staff shall be grounds for immediate expulsion from the premises and conclusion of the booking period. In such cases, NO REFUND of the event costs shall be made.
f) VPI reserves the right to refuse acceptance of excessively large, unreasonable, or unlawful packages.
g) VPl will only provide storage of Client mails, parcels or items for the time frame stipulated on the package/plan signed up for and VPI has the right to discard any items not collected after that period of time plus 14 days grace period. VPl will not be liable for any losses or claims that may arise due to the Client's failure to timely collect said belongings.
h) Any items delivered to VPI office via normal post, hand or courier which is not addressed clearly to the recipient or if the address differs from what VPI has on its records will be discarded. VPI shall use best efforts to identify the rightful owner but if VPI fails to identify the recipient, VPI will discard the item 14 days from date of receipt.
i) This Agreement only applies to a Single location of VPI business center and for Single client entity or company usage. Client is not allowed to use multiple entities or companies to avail the services entered under this Agreement. Client is likewise not allowed to use multiple VPI locations to represent its business and purpose. In the event of any breach, VPl reserves the right to charge Client on the illegal usage at full market value and if Client fails to remedy such breach with 3 days of notice, VPl shall have the full right and authority to suspend or terminate services and recover damages and losses, including taking such necessary action to inform relevant authorities of the Client’s breach.
The laws and jurisdiction of Metro Manila, Philippines shall govern any and all matters of dispute between VPl and Client.