Hi, how can we help?

Services Provided

1. The Company hereby agrees to engage the Contractor to provide the Company with services (the “Services”) as stated below:

1.1. This Agreement gives the Contractor the right to accept orders for pick-up and delivery from Point A and Point B (the “Order”) received by Contractor via the Company’s system (the “System”) either from an identified Company customer or a Company Field Office (the “Customer”).

1.2. Contractor agrees that as a condition for continued access to the System, Contractor should satisfactorily and professionally fulfil a minimum number of Orders for a given day. Contractor understands that Company failure to satisfactorily fulfill the required minimum orders for a day may be considered by Company as a breach of this Agreement.

1.3. Contractor has the discretion to determine whether or not to accept an Order. However, once an Order is accepted, Contractor irrevocably agrees and obligates to fulfill the Services required. Contractor recognizes that time is of the essence in all Orders. Once an Order has been accepted, Contractors warrants to act professionally and reasonably as well as possess the skill and diligence of a person similarly situated in a similar industry.

1.4. Contractor warrants to attend all training and orientation activities required and provided by Company or even possibly by any third party authorized and duly represented by Company.

1.5. Contractor shall be solely responsible for providing Contractor’s transportation which Contractor will personally use and operate that has been certified as fit and capable in executing Contractor Services with Company. Subject to prior approval by the Company, Contractor may change the type of vehicle operated by Contractor in the provision of the Services.

1.6. Contractor acknowledges and agrees that Contractor geo-location information must be provided to the System via a device in order to provide Services. Contractor acknowledges and agrees that Contractor geo-location information may be obtained by Company while the System is running. In addition, Company may track and share with third parties Contractor geo-location information obtained by the System for safety and security purposes, as well as access regulation control purposes.

2. The Services shall also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Company.

3. Contractor shall be required to provide vehicles, tools and equipment, as applicable, which are necessary to perform the Services. Contractor agrees to be solely responsible for the total cost and value involved in the Services (including in the event of any loss or damage to such vehicles, tools and equipment regardless of cause).

Term and Termination

4. This Agreement commences on the Agreement Date and, subject to earlier termination in accordance with the terms of this Agreement, will continue for the Initial Term (as set forth in the Cover Form). Upon the expiry of the Initial Term or any then-current Renewal Term (as the case may be), this Agreement shall automatically renew for a period equal to the Initial Term (the “Renewal Term”) unless otherwise provided in this Agreement or the Company gives written notice to the Contractor of its intention to terminate this Agreement no later than fifteen (15) days prior to the expiry of the Initial Term or any then-current Renewal Term (as the case may be). The Initial Term and the Renewal Term (where applicable) shall together be the “Term”.

5. The Company may, for any cause, terminate this Agreement upon fifteen (15) days’ prior written notice to the Contractor. If the Contractor wishes to terminate this Agreement, the Company is entitled at its discretion (but not bound) to accept such termination provided that the Contractor gives at least sixty (60) days’ prior written notice to the Company and without prejudice to any outstanding obligations, costs, fees etc. due to Company.

6. Contractor is required to submit a copy of government requirements as proof that Contractor is eligible to partner with Company. The following documents should be sent to Company for safe keeping;

6.1. National Bureau of Immigration (NBI), Police and Barangay Clearance

6.2. Department of Trade and Industry (DTI) Permit and Mayors Permit (or the Occupational Tax Receipt, if either of the two permits is unavailable)

6.3. Bureau of Internal Revenue (BIR) Registration or BIR Form 2303

6.4. Sample Official Receipt and related Authority to Print (ATP)

7. Drug Testing

7.1. The Company hereby requires the Contractor to undergo Drug Testing pursuant to DOLE Department Order 53-03.

7.2. The Contractor shall comply with drug testing at the place and schedule assigned by the Company (including after the Agreement Date and upon the renewal of the Agreement).

7.3. Non-compliance shall warrant as a valid cause for suspension of the Agreement with payment of penalties, if necessary. The automatic renewal of the Agreement set out in Section 4 shall not apply (and Contractor shall not make any new application to be an independent contractor) in the event of such non-compliance.

7.4. The Contractor submits to the Company’s regulations on conducting random and for-cause drug testing.

7.5. The Contractor shall bear all expenses for the Drug Testing (including, for the avoidance of doubt, any Drug Testing following the renewal of the Agreement).

7.6. If the results of the drug testing, both screening and confirmatory, yield positive, the Company shall terminate the Agreement upon fifteen (15) days’ prior written notice to the Contractor.

7.7. The Company shall refer the Contractor to an accredited DOH Rehabilitation center and the Contractor is encouraged to undergo rehabilitation.

7.8. The Contractor may make a new application to be an independent contractor of the Company one (1) year after the relevant positive test result, subject to having obtained clearance and certification from an accredited rehabilitation center.

7.9. Rehabilitation expenses shall be covered by the Contractor.

7.10. Negative Drug test result is valid for 1 year and can be used for renewal of the Agreement subject to existing guidelines.

8. Contractor acknowledges that Sanctions may be imposed by Company at its sole discretion upon Contractor for failure to comply with:

8.1. Conditions of access, provided that the Company determines that all requirements were initially substantially complied with by Contractor; and or

8.2. Any other provision of this Agreement, including but not limited to the General Obligations in Sections 10 to 16.

9. Sanctions may include, but are not limited to (1) temporary or permanent deactivation from the System, (2) pre-termination as determined under Section 16, (3) requirements to subject oneself to a competency evaluation which may include online and or offline evaluation, (4) financial penalties, or (5) publication of details of non-compliance.

General Obligations

10. Arrival Time: Contractor acknowledges and agrees that Contractor must arrive at the Customer location within the time designated by the System in order to meet Customer expectations and part of Contractor service commitment. Contractor arrival at the Customer location within the deadline is Contractor’s sole responsibility.

11. Prioritize the Company: Contractor is reminded to devote Contractor’s full and undivided attention to the fulfillment of the Order during the course of order fulfillment.

12. Professionalism: Refrain from engaging in distracting and inappropriate behavior. Communications with Customers should be professional and performed competently and fluently in the commercial language of the region. Any communication which transcends the bounds of common decency may result in Sanctions. Such communication may include, whether in electronic or in any other form, derogatory words, rude behavior, inappropriate body language, harassment, aggressiveness, discrimination or disparagement of any form or fighting words.

13. Proper Hygiene: Contractor acknowledges that poor hygiene or unprofessional appearance may be grounds for the imposition of Sanctions.

14. Feedback Monitoring: In the event that Company later adopts a feedback or rating system based on the Customer’s satisfaction with Contractor’s Services, Contractor acknowledges that negative feedback or poor ratings are grounds for the imposition of Sanctions.

15. Workplace Relationship Declaration: Contractors who are engaged in a Workplace Relationship should be aware of their professional responsibilities and be responsible for assuring that the relationship does not raise concerns about favoritism, bias, ethics or conflict of interest.

15.1. Contractors in a Workplace Relationship are required to disclose the existence of the relationship to the company.

15.2. In the context of these guidelines, a “Workplace Relationship” refers to personal relationships with Family Members, romantic relationships between individuals, regardless of marital status, with other independent contractors and/or employees of the company.

15.3. “Family Members” refer to parents, children, siblings, aunts, uncles, nephews, nieces, cousins. The definition also includes in-laws, adoptive and step members.

15.4. All disclosures will be treated with sensitivity and confidentiality.

16. Express Grounds for Pre-termination: Notwithstanding anything to the contrary herein, the Contractor agrees that the Company may terminate this Agreement at any time by providing at least three (3) days’ written notice to the Contractor and without any need for further payment based on any of the following grounds:

16.1. If the Contractor is in breach of any of the terms of this Agreement, including, without limitation, a breach of any of the representations or covenants set forth in Sections 18 through 21;

16.2. In the sole opinion of the Company, the Contractor does not or is unable to provide the Services on time or in a manner satisfactory to the Company;

16.3. Upon the Contractor’s death or disability that, in the Company’s sole opinion, would adversely affect the Contractor’s ability to perform the Services;

16.4. If the Contractor commits any act or engage in any conduct which, in the Company’s sole opinion, would bring the Contractor, the Company or any of its affiliates into disrepute;

16.5. Upon the Contractor’s conviction of any criminal offense other than an offense which, in the Company’s sole opinion, does not affect the Contractor’s ability to perform under this Agreement;

16.6. Upon the institution by or against the Contractor of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the Contractor’s debts;

16.7. Upon the Contractor’s making an assignment for the benefit of creditors; or

16.8. If the subject matter of, or the performance under this Agreement, becomes illegal or the Company is, in the Company’s sole opinion, required to terminate this Agreement to comply with any applicable law, regulation or order of any governmental or self-regulatory body.

Performance

17. The Contractor shall perform the Services with due care and skill and to the best of his ability.

Representations, Warranties and Covenants

18. The Contractor hereby represents and warrants to the Company that (i) the Contractor has all requisite power and authority to enter into, and perform his obligations under, this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement shall be the valid and binding obligation of the Contractor enforceable against the Contractor in accordance with its terms; (iii) the Contractor has not been convicted of any crime nor is currently subject to criminal or civil litigation or governmental investigation; and (iv) the execution and delivery, and performance of his obligations under, this Agreement shall not breach any applicable law, regulation or order or result in a default of any agreement, commitment or other instrument to which the Contractor is bound.

19. The Contractor covenants that he shall conduct business in compliance with all applicable laws, regulations and orders (including, without limitation, Anti-Corruption Laws), and shall not take any action, directly or indirectly, that would result in a violation of such laws, regulations or orders (including, in respect of the Anti-Corruption Laws, without limitation, providing, offering, or promising, directly or indirectly, anything of value to any Governmental Authority or Government Official that would result in a breach of any Anti-Corruption Law).

20. The Contractor represents and covenants that he shall be at all times in compliance with all material aspects with applicable financial record keeping and reporting requirements and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.

21. The Contractor covenants that, in the course of performance of his obligations hereunder, he shall only collect, use, disclose and process personal data of individuals in full compliance with the applicable personal data protection laws and with any policies, compliance manual(s), guidelines, policy guidelines and/or checklists issued by the Company relating thereto, and agrees to fully comply with any such laws, policies, compliance manual(s), guidelines, policy guidelines and/or checklists.

Fee

22. In consideration of the work performed by Contractor, Company shall pay Contractor a “Provider Fee” as calculated by Company and as notified to Contractor by Company (in such form as may be determined by Company, including but not limited to letter, SMS or in-app notification) (the “Guidelines”). Contractor agrees and understands that Company may modify this Provider Fee at any time and in its sole discretion, provided that each modification shall only take effect upon notification by Company (in such form as may be determined by Company, including but not limited to letter, SMS or in-app notification). Continued use of the System after any such change in the Provider Fee shall constitute Contractor’s consent to such change. The Provider Fee shall also be inclusive of Value-added Tax (“VAT”), if applicable.

23. Contractor may qualify for volume incentives as stated in the Guidelines or as subsequently agreed to from time to time between Contractor and the Company.

24. Contractor may not, under any circumstances, receive cash money from any Client unless the Order indicated that it will be paid via cash on delivery

25. Contractor acknowledges and agrees that Contractor are required to complete all tax registration obligations and calculate and remit all tax liabilities related to Contractor’s provision of Services as required by applicable law or regulation including completion of permits, clearances and other applicable licenses and registrations. Contractor further acknowledges and agrees that Contractor shall be solely responsible for taxes on Contractor’s own income arising from the payment of the provider fee, and all other applicable taxes, as required by law or regulation.

26. The Company may obtain a performance bond with an insurance provider to answer for any losses or damages it may incur as a result of Contractor’s use of the System. Contractor acknowledges and agree that the cost of the performance bond shall be deducted from Contractor’s Provider Fees.

27. The Company will deposit Contractor’s Provider Fees to the Contractor’s registered registered account with SeaBank Philippines, Inc. (A Rural Bank) and if, for whatever reason, the Company is unable to carry out the same, it will deposit the given Contractor’s Provider to the following alternatives at Company’s discretion: the Contractor’s registered ShopeePay Wallet or the Contractor’s registered account with another bank. The earnings shall be the difference between (i) the sum of the earned Provider Fees and the incentives incurred, if any and (ii) the performance bond and other applicable penalties. For the avoidance of doubt, the Contractor shall ensure that the ShopeePay ID and Contractor’s Bank Account details (as set forth in the Cover Form, or as may be notified to the Company from time to time) are accurate and valid for the purposes of the Company making payment to the Contractor. In the event of any bank related penalties due to inaccurate and/or invalid Contractor’s Bank Account and other payee details, such penalties shall be solely borne by the Contractor.

28. Contractor shall issue duly registered invoices and Official Receipts, and shall deliver its Official Receipt to the Company 3 days prior the scheduled settlement of Provider Fee to nominated bank account(s) by the Contractor. Contractor is agreeing that failure to give its Official Receipt on time may delay settlement of Provider Fee.

29. Company shall withhold taxes on any amount paid to the Contractor as required under Philippine Laws. The Company shall furnish the Contractor the Certificate of Tax Withheld within fifteen (15) days from the date of remittance of the withholding tax to the Bureau of Internal Revenue.

30. Company will deduct a portion of each earnings pay out (as determined by Company from time to time at its sole discretion and notified to Contractor) to build a “Security Deposit” worth (i) 40,000 pesos (where Contractor operates a 2 wheeled vehicle), (ii) 50,000 pesos (where Contractor operates a 3 wheeled vehicle) or (iii) 60,000 pesos (where Contractor operates a 4 wheeled vehicle). For the avoidance of doubt, (i) upon any change of Contractor’s vehicle in accordance with Section 1.5 to a vehicle category which requires a higher Security Deposit, Company may exercise its rights under this Section to make up the deficit, (ii) upon any change of Contractor’s vehicle in accordance with Section 1.5 to a vehicle category which requires a lower Security Deposit and (iii) the Security Deposit shall not bear any interest. Company shall not be required to release any part of the Security Deposit. Company will safely keep the Security Deposit and will be used to cover Contractor’s accountability while executing Company requirements. Contractor acknowledges and agrees that Company shall have the right to deduct the Gross Merchandise Value of the Damage, Lost, Stolen shipments and Unremitted COD from the Security Deposit. Security Deposit will also cover lost Revenue of Company due to the incidents mentioned. Computation and data will be extracted from the System.

31. To maintain sufficient Security Deposit from the Contractor, Company may deduct Gross Merchandise Value of the Damage, Lost, Stolen shipments and Unremitted CODs to its earning as stipulated in Section 27 before the scheduled payout.

32. Towards the end of Contractor’s service to Company, Company will release all earnings and Security Deposit net of all accountability of the Contractor to the Contractor’s registered ShopeePay Wallet and if, for whatever reason, the Company is unable to carry out the same, it will deposit the same to the Contractor’s Bank Account instead within 45 days from the date of Contract Termination.

Confidentiality

33. The Contractor hereby acknowledges that he has read and agrees to be bound by the terms and conditions of the Company’s confidentiality and proprietary information agreement (the “Confidentiality and Proprietary Agreement”) attached hereto as Exhibit A and which forms an integral part of this Agreement. If the Contractor retains any employees or contractors of its own who will perform services hereunder, which shall be subject to the Company’s prior written consent, the Contractor shall ensure that such employees or contractors whose retention has been approved by the Company execute an agreement no less protective of the Company’s intellectual property and confidential information than the attached agreement.

34. The Contractor hereby represents and warrants to the Company that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Proprietary Information Agreement or to perform the Contractor’s obligations hereunder and that the Contractor will not, by providing services to the Company, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party.

Data Privacy

35. The Contractor hereby undertakes that it shall, during the continuance of this Agreement, store, use, share, disclose, transfer and/or process the Personal Data shared and obtained by them only for the purpose of this Agreement and in accordance with the Data Privacy Act of 2012, its Implementing Rules and Regulations as well as the Circulars and Orders of the National Privacy Commission and the Company’s Privacy Policy.

36. The Contractor hereby undertakes that it shall, to the extent applicable, use appropriate safeguards to protect the Personal Data it obtains in the performance of this Agreement from misuse and unauthorized access or disclosure; and taking any other measures necessary to prevent any use, share, disclose or transfer of such Personal Data by any persons, including its employees, agents or any persons who need to know and access to the Personal Data for the performance under this Agreement. In the event of a breach of security leading to the accidental, unauthorized or unlawful destruction, loss, use, alteration, correction, unauthorized disclosure of, or access to the Personal Data transmitted, stored, or otherwise processed, or a security vulnerability that carries a material risk of compromising the confidentiality, integrity, or availability of the Personal Data; or a violation of applicable law relating to any use or processing of the Personal Data under this Agreement, the Contractor agrees to (a) notify the Company without delay as soon as discovery of such the security incident; (b) provide, as feasible, sufficient information to assess such incidents in order to properly make any required notification by the Company to any government authority within the timeline required by applicable law; and (c) assist and fully cooperate with the Company for any investigation by government authorities or government agencies (when required), and resolve any such incidents and provide information necessary to provide required notifications. All events shall be immediately reported to the Company within 24 hours upon knowledge of such complaints from the Order, System, and/or Customer.

Restrictive Covenants

37. The Contractor hereby agrees that, during the Term, the Contractor will not do any of the following things, directly or indirectly, on his own behalf or for another person or entity:

37.1. Deal with or accept employment with, or engagement by, or work on the account or business of or otherwise perform services for or engage in business with or for any person or entity (A) who was a customer or client of the Company or any of its affiliates in the past twelve (12) months and (B) with whom the Contractor had material dealings or contact in the course of performance of the Services during such period;

37.2. Attempt to seek or solicit all or part of the Company’s and/or its affiliates’ account of any business of any Client;

37.3. Interfere or seek to interfere with or make arrangements which have the effect of harming contractual or other trade relations between the Company and/or its affiliates and any Client or any person who supplied goods and/or services to the Company and/or its affiliates in the past twelve (12) months; or

37.4. Solicit the employment of, or assist in the employment by another of any officer, employee or consultant of the Company or any of its affiliates where that person is someone with whom the Contractor has had material dealings or contact during the past twelve (12) months.

Use of System

38. Contractors are expected not to abuse the use of the System (or any other Company provided systems). Without prejudice to the generality of the foregoing:

38.1. Contractors are required to not use any emulator/simulator/bot/unofficial app

38.2. Contractors are expected to report any anomaly with their deliveries and/or orders

38.3. Contractors are expected to use the system/platform to either buy or sell but only to the extent of the normal transaction process

Ownership of Materials and Intellectual Property

39. Contractor acknowledges and agrees that: (i) Company owns all rights, title and interests, including all intellectual property rights, in and to all materials and content provided by Company to Contractor for the purposes of this Agreement (including the System, and any customisations, enhancements, changes or derivatives thereof) (collectively, “Company IP”); (ii) it shall not at any time acquire any right, title or interest in or to the Company IP, or any part thereof; and (iii) it shall not at any time seek to register, assert or claim any right, title or interest in or to the Company IP, or any part thereof.

40. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Company. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Contractor Relationship

41. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Company acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

42. The Contractor agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance or pensions on any amounts paid by the Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Company from any and all claims in respect to any failure to withhold and/or remit any taxes, employment insurance or pensions.

43. The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of, or on behalf of the Company.

Indemnification

44. The Contractor shall, to the fullest extent permitted by law and at its own cost and expense, defend, indemnify and hold the Company, its affiliates, its and their directors, officers, employees, representatives and agents harmless from and against any and all claims, loss (including attorney’s fees, witnesses’ fees and all court costs), damages, expenses and liabilities (including statutory liability) resulting from or in connection with any negligent or wrongful act, error or omission or breach of contract in connection with the operations of the Contractor or its contractor or subcontractor. The foregoing indemnity shall include injury or death of any employee of the Contractor and shall not be limited in any way by an amount or type of damages, compensation or benefits payable under any applicable workers compensation, disability benefits or other similar employee benefits.

Notice

45. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given (and duly received) if delivered personally, or sent by overnight courier (providing proof of delivery and confirmation of receipt by telephonic notice to the applicable contact person) or by email to the Parties at the addresses set forth in the Cover Form or (in the case of a notice by Company to Contractor) by SMS or in-app notification through the System.

Modification of Agreement

46. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Waiver

47. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Time of the Essence

48. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

49. The Contractor shall not assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Company.

No Third Party Beneficiaries

50. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

Entire Agreement

51. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Titles/Headings

52. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Governing Law

53. Governing Law and Arbitration: This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

54. In the event of any dispute, controversy, difference or claim arising under or relating to this Agreement (including, without limitation: (a) any contractual or non-contractual rights, obligations or liabilities; and (b) any issue as to the existence, validity or termination of this Agreement) (a “Dispute”), a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in good faith. Any resolution of such Dispute is to be set forth in writing signed by the Parties. If such Dispute cannot be satisfactorily resolved by the Parties through good faith negotiations within thirty (30) calendar days after the Dispute Notice, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) in the Philippines in accordance with the Arbitration Rules of the PDRCI (“PDRCI Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Taguig City, Metro Manila, Philippines. This arbitration agreement shall be governed by Philippine law including the Alternative Dispute Resolution Act. The tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be English.

55. In any action or suit between the Parties to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable and justified legal costs.

Severability

56. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Execution

57. The provision of the unsigned Cover Form to the Contractor by the Company shall constitute an offer which may be unilaterally accepted by the Contractor by execution. This Agreement shall come into effect on the date that the Cover Form is executed by the Contractor and delivered to the Company.

Last updated: 25 November 2022