TERMS AND CONDITIONS FOR ALL USERS

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using https://qwote.ph/ website (the "Service") operated by Qwote.

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

These Terms of Use (the “Terms”) are a binding contract between you and https://qwote.ph/ marketplace and Qwote. You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy, Copyright Dispute Policy, and the Purchase Order Terms and Conditions.

Qwote fair use policy

You may be required to sign up for an account, and select a password and user name. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person.

You represent and warrant that you are of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

Qwote is created with the purpose to facilitate a direct purchase of goods from their SUPPLIERS. Therefore, no third-party re-sellers, distributors, private label, intermediary or any non-direct sellers of goods not produced by them are not permitted and not allowed to register and make any commercial transactions on Qwote including sales of goods, prospective contract negotiations and direct contact with BUYER.

We reserve the right to remove and deactivate any account in direct violation of these policies. Any goods shipped, stored at Qwote Fulfillment Centers and offered for sale under such account will be left at the sole discretion of Qwote. We reserve the right to dispose these goods according to Qwote procedures and under direct instruction from Qwote management.

Any Qwote user may be required by Qwote to provide a direct evidence of goods ownership, manufacturing by the registered user and ownership of brand, trademark, logo and any product-specific information. A failure to provide such evidence will trigger user account deactivation and removal of goods from the website.

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Communications

By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Approval process for SUPPLIERS

By creating an Account on our service and for the purposes of reporting, registration and approval to ship/sell SUPPLIER goods to https://qwote.ph/ marketplace, you agree to provide all required business, financial and other information to Qwote's Customer Support and Verification team via email, phone, fax or standard post and courier service. SUPPLIER will conform to all quality control and other standards and inspection systems as may be established or directed by Qwote for the products to be listed for sale at the Qwote website. These include but not limited to shipping and receiving formats, barcoding, supporting documentation, product information, images, unit prices, packaging size.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.

BUYER Purchases

If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase, such as billing address, shipping address, preferred payment method - bank deposit/e-Settlement or Cheque Pick Up.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Payment Methods and Definitions

Payment Methods

BUYER can settle their orders via direct bank deposit or e-Settlement via EastWest Bank to SUPPLIER.

The platform also supports a Cheque Pick Up payment option wherein the SUPPLIER’S designated representative personally picks up the BUYER-issued bank cheque in the buyer’s office.

Currency

All pricing listed in the marketplace is in VAT-exclusive Philippine Pesos.

Value Added Tax

Local value-added tax (VAT) is at 12% and it applies to all product/services listed in this marketplace; however some products listed can be classified as VAT-exempt.

Recurring Billing

Some of the for-fee Services and product purchases may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT PAGE.

Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, "Promotions") made available through the Service may be governed by rules that are separate from these Terms Conditions. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms and Conditions, the Promotion rules will apply.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.

Qwote has the right but not the obligation to monitor and edit all Content provided by users.

In addition, Content found on or through this Service are the property of Qwote or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Qwote

Qwote has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Qwote shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Modification of account status

(A) Qwote reserves the right to suspend SUPPLIER’s account (an “Account”) for the following reasons, including, but not limited to: (i) unpaid Fees; (ii) suspicious activity on or throughout the Account; (iii) using abusive or threatening language; (iv) resolution of a third-party complaint of a violation of this Agreement; or (v) resolution of an unauthorized transaction, BUYER complaint, dispute or accusation.

(B) If SUPPLIER does not pay all Fees owed within thirty (30) days’ notice of any unpaid Fees, then Qwote reserves the right, at its sole discretion, to reclassify an Account as an “Abandoned Account”. Additionally, any unpaid Fees that remain unpaid for a period of sixty (60) days will automatically cause an account to be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, all rights to ownership of SUPPLIER’s goods and the account balance will be forfeited by SUPPLIER. The goods will become immediately and irrevocably unavailable, and, at Qwote's sole discretion, liquidation proceedings would begin. SUPPLIER agrees to have no rights to the liquidation proceeds. SUPPLIER agrees that the goods would be free and clear of liability, and that SUPPLIER would assume any liability thereof. SUPPLIER will also remain liable for any unpaid Fees and associated penalties above and beyond the liquidation proceeds.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Qwote and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.

Limitation Of Liability

In no event shall Qwote , nor its directors, employees, partners, agents, SUPPLIER, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Qwote its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Payment Terms “as stated"

Unpaid balances beyond stated terms and shortages on advance monies are subject to a finance charge of 1.5 % per month. Advance monies must be maintained in amounts sufficient to cover transactional needs. Payment within the pre-determined terms is required. Client will pay all undisputed amounts in accordance with the agreement. All claims for disputed amounts on any invoice must be submitted in writing within 15 days of client's receipt of the invoice. Qwote reserves the right to discontinue service for non-payment within stated terms. The client grants Qwote a security interest in its goods limited to the extent of any outstanding debt owed by the Client to Qwote .

Bank Fees and Interest

Unless otherwise stated in writing at the time of acceptance of Terms and Conditions, all bank fees, including but not limited to merchant fees, overdraft fees, stop-payment fees, wire transfer fees, and/or certified check fees, are the responsibility of the client. Interest income, if any, on all bank accounts maintained in the name of Qwote accrues to Qwote

Advance Monies

Qwote accepts no responsibility for the Securities and Exchange (SEC) and Department of Trade and Industry (DTI) violations for non-compliance with regulations due to a client failure to pay in full the advance invoices for shipping, postage and/or rebate checks. Likewise, Qwote will not accept responsibility for adverse SEC/DTI or other non-compliances for withholding services in the event a client fails to pay in full for Qwote services.

Right to Requote

In the event of additional services, changes in program specifications, or substantial shortfalls in anticipated volume, Qwote reserves the right to re-quote or receive retroactive compensation for the effect of those changes or shortfalls.

Payments

Qwote accepts no financial responsibility for payment declines and fraudulent financial transactions including those related to drop shipped products or merchandise. Qwote does not accept responsibility for defaults on multi-payments. Qwote accepts no financial responsibility for client directed acceptance of consumer checks by phone.

Materials, Postage and Freight

Postage and freight due on incoming merchandise and/or mail are the responsibility of the client. Materials and outgoing Postage/Freight are estimated at current rates, and are subject to change based upon cost and quantities purchased.

Shipping goods for Sale

SUPPLIER agrees that all goods shipped to Qwote shall identify SUPPLIER on the bill of lading, or other contract of carriage, as the named consignee, in care of Qwote and shall not identify Qwote as the consignee. If, in violation of this Section, goods are shipped to Qwote as named consignee on the bill of lading or other contract of carriage, SUPPLIER agrees to immediately notify carrier in writing, with copy of such notice to Qwote that Qwote named as consignee is the “in care of party” only and has no beneficial title or interest in the goods. SUPPLIER shall be responsible for delivery of goods to the Facility, including all costs, expenses and risk of loss associated with such delivery. Title to all SUPPLIER goods shall remain with SUPPLIER at all times, even when the goods are stored or warehoused at the Facility.

Insurance

Fire, extended coverage, including all risk coverage insurance on merchandise consigned to a Qwote facility, is the sole responsibility of the client. Any and all rights of subrogation against Qwote as a result of such loss are waived. Special insurance needs should be discussed with your Account Executive or Relationship Manager. Unless instructed otherwise, consumer requests will be destroyed ninety (90) days from receipt, while a file of consumer names will be maintained for one (1) year after expiration date of program, and then destroyed.

Notification of goods characteristics and dangerous articles

(A) SUPPLIER shall notify Qwote of the characteristics of any of SUPPLIER’s goods that may in any way be likely to cause damage to Qwote's premises or to other goods that may be stored by qQwote t any time.

(B) SUPPLIER represents, warrants, and covenants that:

(i) none of the goods covered under this Agreement are misbranded, adulterated, flammable, hazardous or dangerous materials or articles, explosives, or pesticides, as defined under national or local laws, statutes, ordinances, or regulations, as amended from time to time.

(ii) SUPPLIER activities relating to the promotion, sale, and distribution of SUPPLIER’s goods shall comply with all applicable laws, rules, regulations and guidelines; 5(iii) SUPPLIER will provide, in writing and in sufficient time for review and training by prior to delivery, all safe handling instructions, health and environmental information, safety data sheets (“MSDS”) applicable to SUPPLIER’s goods or to any materials SUPPLIER; and Qwote and material supplied by (iv) SUPPLIER has all necessary authority and right, title and interest in and to any intellectual property related to the goods provided by SUPPLIER under this Agreement.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Taguig, Philippines without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Qwote and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Qwote

Confidentiality and publicity

(A) Qwote and SUPPLIER or BUYER have each developed certain confidential and proprietary information (“Confidential Information”) including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and SUPPLIER/BUYER information. For purposes of this Agreement, Qwote's Confidential Information shall also be deemed to include, without limitation, the confidential and proprietary information of any of its Affiliates. For purposes of this Agreement, a party disclosing the Confidential Information is the "Disclosing Party" and a party receiving the Confidential Information is the "Receiving Party".

(B) Information shall be deemed Confidential Information and shall be subject to the terms of this Agreement if: (i) the Receiving Party is notified that the information is confidential or proprietary prior to, or at the time of, its disclosure; or (ii) information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or where labeling of the particular item of Confidential Information is not practicable, then such information is clearly and specifically identified in a contemporaneous writing provided by the Disclosing Party to the Receiving Party; or (iii) the Receiving Party knows that such information is confidential or proprietary or would be reasonably expected to understand the confidential or proprietary nature of such information.

(C) Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.

(D) The parties acknowledge that in order to maintain a business relationship each party may be required to disseminate another party's Confidential Information to some of its employees. Access to Confidential Information shall be restricted to those of the Receiving Party's personnel who reasonably need-to-know or need-to-have access to the Confidential Information. In addition, each party undertakes to cause its employees, to whom such Confidential Information is transmitted, to affirmatively acknowledge, or to be bound to, the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement. Notwithstanding any provision to the contrary, the parties further acknowledge that each party may disseminate another party's Confidential Information to any of such party’s respective Affiliates.

(E) The obligations of this Agreement shall not apply or shall terminate with respect to any particular portion of a party's Confidential Information if (i) a Receiving Party can show that the Confidential Information received from another is, or has become, generally available to the public through no violation of the terms of this Agreement; (ii) a Receiving Party, at any time, lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure; (iii) such Confidential Information is disclosed with the prior express written consent of the Disclosing Party, provided that any disclosure complies in all respects with the terms of such written consent; (iv) such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the Receiving Party shall promptly notify the Disclosing Party of such demand and tender to the Disclosing Party the defense of such demand; or (v) the Receiving Party has independently developed such Confidential Information prior to, or during the course of, this Agreement without reference to, use of, or knowledge of the Disclosing Party's Confidential Information.

(F) In addition to, and not in lieu of, the rights afforded under this Agreement, the parties agree that in the event of any violation, or threatened violation, of this Agreement, the injured party shall be authorized and entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled. Each party acknowledges that any disclosure of another's Confidential Information other than as specifically provided herein will be wrongful and will cause irreparable injury to the Disclosing Party and, therefore, each party agrees to hold the other's Confidential Information in strictest confidence and not to make use of it other than as specifically provided herein. Each party shall protect the confidential and proprietary nature of the Disclosing Party's Confidential Information in at least the same manner and extent that it protects the confidential and proprietary nature of its own Confidential Information of like kind.

(G) SUPPLIER or BUYER shall not, without the prior express written consent of Qwote (a) issue any statement, printed material or other communication acknowledging its relationship with Qwote or its Affiliates, or (b) use Qwote or its Affiliates’ name or logo in any manner.

Notice

(A) Unless explicitly stated otherwise, whenever any notice, request, claim, demand or other communication is required or permitted under this Agreement, such notice, request, claim, demand or other communication shall be in writing and shall be given (and shall be deemed to have been duly received, if so given and no notice of failure of delivery is received) by (i) personal delivery, (ii) nationally recognized commercial courier for next business day delivery or (iii) registered or certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth in subsections (B) and (C) below or at such other addresses as such parties may designate by written notice to the other party.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at help@qwote.ph.