Philippines - Client Services Standard Terms and Conditions

This client services standard terms and conditions (the “Terms”), shall govern the relationship between Netrepreneur Connections Enterprises, Inc. (“Carousell”) and the client (“Client”) as set out in the relevant client services agreement. The Client agrees to accept and pay for, and Carousell agrees to provide the services (“Services”), more definitively set out in the client services agreement ("CSA"), entered into or to be entered into with between the Client and Carousell, under which Carousell will deliver the Services. In the event of any dispute over any difference or inconsistency between these Terms and the teams in the applicable CSA, the terms in the applicable CSA will prevail.

The ‘Client’, and ‘Carousell’ shall collectively be known as the “Parties”, and each, a “Party”.  

By using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to observe and be bound by these Terms and the additional terms and conditions and policies referenced herein and/or available by hyperlink.   

  1. The Parties agree that the Services shall be provided on the and the Carousell branded mobile application(s) (collectively, the “Carousell Platform”).
  2. Parties agree that the Services is a prepaid monthly subscription to advertise a certain amount of ads with or without corresponding add-ons made available to the Client by Carousell, as explicitly stated in the CSA.  The Services may be used for advertising in the following categories: Goods, Autos, Jobs and Services (as the case may be). Unless otherwise provided in the CSA, the Client shall be invoiced in arrears on a monthly basis for all charges incurred in relation to the Services.
  3. These Terms applies to all users of the Services, including without limitation users who are sellers, buyers, merchants, or contributors of content, information and other materials. If you are entering into the CSA for and on behalf of a business entity, the term “Client” in the CSA shall mean the business entity on whose behalf the Client is using the Services, unless the context does not permit.
  4. A minimum commitment period applies to the Services and shall be for the period stated in the CSA. The minimum term may be for such periods ranging between 1, 3, 6 or 12 months.
  5. All package components must be used and consumed on or before the end of the package duration as specified in the CSA (the “Term”). The CSA shall also serve as the invoice for the basic fees due to Carousell during the Term and Renewal Term (as applicable). The commencement of the Term shall be the date on which Carousell makes the Services available to the Client.
  6. All rates are inclusive of the 12%-VAT. All fees for the Services must be made in full before the due date stipulated by Carousell for such payment or where no due date is stipulated, within six (6) days of the date of the invoice and in accordance with our payment instructions. In the event of late payment or non-payment of amounts due to Carousell, without prejudice to any other rights or remedies available to us, Carousell shall be entitled to: (i) terminate and/or suspend the Client’s account, subscription and/or  access to the Services; and/or (ii) charge you a late payment fee on the overdue amount at the rate of 10% per month, or, if lower, the maximum rate allowed by applicable law.The Client shall pay such fees together with the overdue fees and any legal fees and collection costs incurred by Carousell in collecting any past due amounts. This fee will be applied on the day after the payment due date and will applied each month until the overdue amount is paid. 
  7. Carousell has the right to modify, suspend or terminate any part or all of the Services in the event that the Client’s payment is overdue. In addition, Carousell may initiate legal proceedings or take any other steps it deems appropriate in accordance with the laws of the Philippines.
  8. During any period of suspension of the Services due to a breach of these Terms and/or Carousell's Terms of Service, the Client will remain liable to pay the outstanding amounts, charges and any ongoing charges, such as monthly subscription charges, until the Services are terminated or, if applicable, the end of the Term or Renewal Term (as set out in the CSA), whichever occurs first.
  9. Carousell in its best judgment may provide special interest rates, discounts, promotions and the like for the benefit of the Client, the duration and effectivity of which shall be subject circumstances on a case-to-case basis.
  10. Carousell does not accept cash payments. Please make all checks payable to Netrepreneur Connections Enterprises, Inc. and all bank transfers to the designated account as the case may be.
  11. The Client agrees that Carousell may use his/her/its name, logos and other materials or information related to the Client’s listings on the Carousell Platform and Carousell’s general advertisements and campaigns including, but not limited to, online media, email marketing, print media, outdoor advertisement, radio, etc. to promote Client’s ad-listings. Further, the Client authorises Carousell to collect, use, hold and process, or authorise a third party to collect, use, hold and process all information provided by the Client for the purposes of fulfilling Carousell’s obligation under the CSA.
  12. The Client represents and warrants that it has obtained or shall obtain all necessary requirements, licenses, permits, or approvals necessary for it to enter into the CSA and to use the Carousell Platform. It further represents and warrants that it shall comply with all applicable national and local laws, rules, regulations, and all applicable self-regulatory guidelines related to its use of the Services. Notwithstanding the generality of the foregoing, the Client shall be responsible for collecting and paying any taxes associated with using and making sales through the Services. By submitting a credit card and/or other payment details to Carousell, the Client warrants that the Client is entitled to purchase the Services using those payment details. In the case of unauthorised payments, Carousell reserves the right to suspend or terminate the Client’s access to the Services. If Carousell does not receive payment authorisation or any authorisation is subsequently cancelled, Carousell may immediately terminate or suspend access to the Services.
  13. The Client will indemnify, defend, and hold harmless Carousell, its affiliates, and its affiliates’ officers, directors, employees, and agents from and against any and all claims, judgments, costs, expenses and liabilities, and damages of any kind arising out of, or related to the Client’s breach of any terms of the CSA, these Terms, representation, warranty, or covenant made by the Client or any of its representatives.
  14. The CSA, these Terms and the following terms, constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them:  By providing Carousell with any personal data, the Client represents to Carousell that it has obtained the consent of the relevant party to provide Carousell with his/her information for the following purposes (“Purposes”): (a) his/her Personal Data being collected, used and retained by Carousell, its holding company, its subsidiaries and affiliates (where applicable) for the purposes of processing, administering and managing the CSA and/or the Services; and (b) the sharing of such Personal Data by Carousell with such other third party as Carousell may reasonably consider necessary for the Purposes and who may be located within or outside the Philippines. Such third parties will only have access to the Personal Data to the extent necessary to perform their functions. In the event the Client receives any Personal Data from Carousell, the Client agrees to: (a) comply with the directions of Carousell and all relevant obligations under the Data Protection Act 2012 of Philippines and its subsidiary legislation, as may be amended, supplement or substituted from time to time (the “PDPA”); (b) keep the personal data under its control and ensure that it shall only process, use or disclose such personal data strictly for the purposes as notified to it and consistent with the terms of the CSA; (c) ensure that it establishes and maintains effective technical and organisational security measures to safeguard the personal data from access or use; and (d) not transfer any personal data to a place outside of the Philippines without Carousell’s prior consent. If Carousell provides consent, the Client shall provide a written undertaking to Carousell that the personal data transferred outside Philippines will be protected at a standard that is comparable to that under the PDPA. Any capitalised terms used which are not defined herein but are defined in the PDPA or in the Terms of Service shall bear the same meaning as set forth in the PDPA or the Terms of Service (as the case may be).
  15. The CSA shall remain valid and effective for the Term and each Renewal Term (if applicable), unless sooner terminated by the Client in accordance with the termination provisions above. Notwithstanding anything to the contrary herein, Carousell may terminate the Services and/or the CSA: (i) for any reason, by providing at least 10 business days notice to the Client; and (ii) immediately in the event of: (a) the Client’s breach and/or non-compliance of the CSA, these Terms, Carousell's Terms of Service, and/or any violation of applicable laws; and/or (b) a force majeure event. In the event of a termination as set out in: (i) sub-clause 15(i) Carousell shall, at its option (but is not obliged to), refund any fees paid by the Client to Carousell on a pro-rated basis for the remaining and unexpired portion of the Term or provide any equivalent or equal value alternative product and/or service, which shall be deemed full satisfaction of the Services and obligation as originally contemplated; or (ii) sub-clause 15(ii), all fees pre-paid by the Client, or intended as such pre-payment as provided in the CSA, shall be forfeited in favour of Carousell, and all outstanding amounts for the remaining period of the Term, including arrears, penalties and interests, shall immediately be due and payable to Carousell. Carousell reserves the right to immediately charge any amounts the Client has not previously disputed to the billing method that the Client is using and shall be entitled to terminate the Services, without prejudice to any other rights or remedies available to Carousell.
  16. Carousell reserves the right to amend, suspend and/or terminate all or any part of any Services, the subscription period and rates for such subscription, with at least ten (10) days prior notice to the Client. Notwithstanding the above, Carousell may amend, suspend and/or terminate the types of features or services offered on the Carousell Platform through the purchase of Carousell Coins at any time, without notice to the Client. In the event that Carousell amends, terminates or withdraws the operation of any Services and/or subscription, Carousell may at its option (but is not obliged to) refund any fees paid by you to Carousell, on a pro-rated basis for the remaining and unexpired portion of the Term or provide any equivalent or equal value alternative, which shall be deemed full satisfaction of the said service and obligation as originally contemplated. If any such termination / withdrawal materially reduces the Client’s rights, Carousell will notify the Client of such material changes (by, for example, a text message, email to the contact details associated with the Client’s account; or on the Carousell Platform). If the Client does not agree to such amendment, termination or withdrawal, the Client may terminate the use of our Services or request us to terminate the provision of our Services to you. By continuing to use our Services after the amendment, termination or withdrawal comes into effect, the Client agrees to accept such amendment, termination or withdrawal. 
  17. Save for a termination pursuant to sub-clause 15(i), should the Client elect to terminate the Services prior to the end of the applicable minimum term, the Client shall be liable for an early termination charge of Php1000.00, a Php100.00 per cheque pull out charge (If applicable),  in addition to his/her/its obligation to pay for the unexpired portion of the Term, applicable minimum term and/or Renewal Term (if any). Termination or expiration of the CSA shall not release the Client from any liability which at the date of termination or expiration of this Agreement has accrued but remains undischarged.
  18. The Client acknowledges and agrees that the Services are provided on an “as is” and “as available” basis, and that the use of or reliance upon the Services and any content, products or services accessed or obtained thereby is at the Client’s sole risk and discretion. Despite our efforts, the Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. Carousell does not represent or warrant that: (a) the use of the Services will be secure, timely, uninterrupted or error free or that they will be compatible or operate in combination with any other hardware, software, system or data; (b) the Services will meet your requirements or expectations; (c) errors or defects in the Services will be corrected; or (d) the Services and Carousell’s servers are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent permitted under the law. The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications (including problems inherent to the computer or electronic device you use). Carousell is not responsible for any delays, delivery failures, damages, or losses resulting from such problems. No advice or information, whether oral or written, obtained by the Client and/or its representatives from Carousell or from the Services shall create any representation, warranty or guarantee. Furthermore, the Client acknowledges that Carousell has no obligation to support or maintain the Services. Carousell disclaims any and all liability or responsibility in relation to the content made available through the Services, including but not limited to the Content uploaded by users or the third party content and services. Carousell is not responsible or liable in any manner for the third party content and services associated with or utilised in connection with the Services, including the failure of such third party content and services. 
  19. These Terms shall remain valid and subsisting, any assignment, or change of ownership, control, management, trade or brand name on the part of Carousell notwithstanding. Carousell's rights and obligations under the CSA shall be exercised and enjoyed accordingly by their successor, if any. The Client hereby agrees to any such assignment or change without further notice, in which case the successor above-mentioned shall render the Services and obligations herein provided whenever practicable, or any equivalent or equal value alternative, as the successor deems appropriate, that shall be deemed full satisfaction of the Services and obligation as originally contemplated. Unless otherwise set out in the CSA, no amendment or variation of the CSA and these Terms shall be effective unless in writing and signed by a duly authorised representative of each party.
  20. The laws of the Philippines shall govern these Terms and the courts of the Philippines shall have non-exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

Last updated: 15 July 2019

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