Terms and Conditions
As a "User" of this GOPAPA Platform , you hereby agree and conform to the following Terms of Use:Definitions
1.1 "GOPAPA" an online booking platform for private delivery services operated by Iboxxed Online (the "Company"), with registered office at #5 Wilvir Homes, Bunao, Dumaguete City. The Company is the authorized operator of the GOPAPA users program (the "Platform") in the Philippines and is engaged in the business of providing the Services to Users in the Philippines.
1.2 "User" means any natural or juridical person who uses GOPAPA platform and submits an Order through the platform for Private Carrier to be performed in the Philippines.
1.3 "Request" has the meaning given to it in Clause 2.2 below.
1.4 "Private Carrier Services" means the services provided by a Participating Driver for the account of a User, which includes the pickup, transportation and delivery of the User's Shipment from and to stated locations in the Philippines using a booked vehicle, as well as any add-on services, pursuant to an Order.
1.5 "Participating Driver" means a licensed driver, not registered as a common carrier or otherwise engaged in business as such, who has been accredited with GOPAPA as part of a pool of drivers who may be willing, at his/her sole discretion, to provide Private Carrier Services to a User.
1.6 "Shipment" means all packages, parcels, delivery items or any part of the articles therein or contents thereof that travel under one Request.
1.7 "Contract" refers to the special contract of private carriage as contemplated under Philippine law which is automatically entered into between the Participating Driver and the User upon the acceptance by the Participating Driver of the User's Request through GOPAPA platform. The Contract covers the provision of Private Carrier Services and the fulfillment by the Participating Driver of the terms of the Order, subject to the terms and conditions expressly provided as Annex "A".
1.8 "Services" means the services set out in Clause 2.4 below which are all performed by GOPAPA electronically through the platform.
Use of GOPAPA Services
2.1 User is permitted to contact and communicate through Messenger or Contact Number provided. Other than the privilege to use the service through the platform as herein provided, no other license or right is granted to the Use and ownership of the platform and all other rights are hereby expressly reserved by GOPAPA.
2.2 GOPAPA provides Services to facilitate the perfection and performance of the Contract between the User and the Participating Driver, as follows:
- (a) the computation and determination of the fees and charges for the fulfillment of an Request;
- (b) the publication of the details of a Request to eligible Participating Drivers for their acceptance;
- (c) upon the acceptance by a Participating Driver of a Request, the transmission to the User of the details of the Participating Driver who has accepted the Request;
2.3 The Requests submitted through GOPAPA platform are completely and independently fulfilled by the Participating Driver pursuant to the Contract with the User. GOPAPA is not a party to the Contract.
2.4 GOPAPA reserves the right, but shall not be obliged, to pursue investigations and/or inquiries on the conduct and/or alleged violations by Participating Drivers based on User's reports or complaints, and to impose appropriate penalties or consequences on the Participating Drivers, at the sole and absolute discretion of GOPAPA.
Determination of Fees and Charges
3.1 The User will be charged the Standard Transport Fee in accordance with the prevailing "Rates" at the time of the Participating Driver's acceptance of the Order.
3.2 Prevailing rates are indicated in the "Rates" section on the GOPAPA platform.
3.3 The fees and charges for the User's Shipment are determined in accordance with specified maximum weight, size, and quantity of the delivery item/s, the vehicles used, and add-on services availed, if any, as the case may be.
3.4 Additional charges, including but not limited to toll, parking fees and such other fees and expenses which are necessary, related or incidental to effect delivery to the recipient or return of the Shipment to the User shall be for the User's exclusive account and are not included in the Standard Transport Fee to be charged against the User.
3.5 An adjustment of the rates as well as additional charges shall likewise apply if the weight, size, or quantity of the Shipment declared by the User are different from the actual weight, size, or quantity thereof.
3.6 In the event that the Shipment is not accepted or refused by the recipient or the recipient's representative/s, all expenses for the return of the Shipment to the User shall be shouldered by the User.
3.7 No cancellation fees are chargeable as long as an Order is cancelled and communicated within sixty (60) minutes before the start of the Order pickup time. In the event that the cancellation was made after the Order pickup time has started, User shall be charged with the Standard Transport Fee as provided under Section 3.1.
3.8 The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through GOPAPA platform upon submission of the Order.
3.9 For and in consideration for the performance of the Services, GOPAPA shall be entitled to a percentage in the total fees and charges due for a Request.
User's Obligations, Warranties and Undertakings
4.1 User warrants that he has the legal capacity to enter into and form contracts under Philippine laws.
4.2 By availing of GOPAPA Services, the User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to the terms and conditions herein provided, and those provided in Annex "A" hereof.
4.3. By availing of GOPAPA Services, the User shall provide GOPAPA complete and accurate information in submitting the Request, such as the description of the delivery items included in the Shipment, his choice of delivery vehicle type, add-on services availed, and handling instructions of the Shipment, if any, through GOPAPA platform for initial determination of applicable rates.
4.4 The User warrants that he is either the owner or the authorized agent of the owner of the Shipment, and that he is authorized to accept and is accepting these Terms and Conditions not only for himself but also as agent for and on behalf of the owner of the Shipment.
4.5 User shall be responsible for the security of his account, shall safeguard any presented information details GOPAPA may provide in relation to the Platform and the Services and shall not disclose them to third parties, and undertakes to immediately notify GOPAPA if there is any reason to believe that the security of the account has been compromised.
4.6 The User warrants that he has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Shipment. User shall not propose to dispatch any articles that are prohibited by law, dangerous or hazardous materials or substances, radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.
4.7 The User is liable for any loss or damage suffered by the Participating Driver, GOPAPA or any third party as a result of User's violation/s of herein terms and conditions and/or the Contract with the Participating Driver, including legal liabilities that may arise from the transportation or shipment of contraband goods or items the distribution of which are legally declared to be prohibited under Philippine law, local government regulation, or administrative regulation..
4.8 The User agrees to hold GOPAPA free and harmless from any legal liability to any third party as a result of any breach of the User's obligations under herein terms and conditions and/or the Contract with the Participating Driver.
Disclaimer
The User hereby expressly agrees and acknowledges that:
5.1. GOPAPA does not provide delivery or transportation services, and except to the extent that it provides the Services as defined herein, does not perform, manage, supervise or control the Private Carrier Services which are completely, exclusively and independently performed by the Participating Driver.
5.2. GOPAPA is an online company and is not, and does not represent itself to be, engaged in the activities of a common or private carrier or a public utility or public service, as these terms are understood under Philippine law.
5.3. GOPAPA does not warrant the availability of Private Carrier Services and the availability of delivery vehicles as may be requested by a User in a Request, the accuracy of the data or information provided as part of the Services, or the quality of the Private Carrier Services and the condition of the delivery vehicles provided by the Participating Drivers.
5.4. GOPAPA shall not be liable to User for any damages, claims or costs whatsoever including any consequential, indirect, incidental damages or any loss of profit or damages to their mobile devices as a result of using and/or execution of the Platform, or their availment of the Services or the Private Carrier Services using the Platform, even if GOPAPA or its representative has been advised of the possibility of such loss, damage or claim from User.
5.5. GOPAPA is not the agent, principal, partner or employer, or any similar or analogous relation, of Participating Drivers or Users.
5.6. The rights, obligations and remedies between the User and Participating Driver are set forth in their Contract, which is hereby expressly acknowledged by the User as a special contract of private carriage of goods, as contemplated under the laws of the Republic of the Philippines. GOPAPA shall not be liable for any loss or damages, including any injury which a User or Participating Driver may suffer as a result of the provision of the Private Carrier Services contracted by the User from a Participating Driver using the Platform.
Personal Data Privacy
6.1. The User may be required to submit personal information to GOPAPA in order to use certain functions of the Software and the Participating Driver confirms that the personal data so provided is true, correct and up to date.
6.2. The User agrees that GOPAPA is entitled to collect, use, keep, store, update and process his/her personal information to such extent, for and at such time periods, as may be necessary for GOPAPA to provide the Services. Specifically, the submitted personal data may be used for or in (a) the publication of a Request from User for acceptance by a Participating Driver, (b) confirmation/ clarification of the Request information between the User and the Participating Driver, (c) tracking the booked vehicles, (d) determining compliance with the terms and conditions of these Terms and Conditions, (e) addressing User complaints against the Participating Driver, (f) verifying the truthfulness of the submitted personal data, (g) compliance with legal process and investigation, (h) and other acts or procedures which are reasonably necessary or connected with the provision of the Services. All other lawful criteria for processing, use and disclosure of personal information under the Philippine Data Privacy Act (Republic Act No. 10173) are hereby incorporated in this agreement.
6.3 The User agrees that GOPAPA shall not be liable for any misuse by the Participating Drivers of the User's personal information.
6.4. The User will receive and use the Participating Driver's personal data (Participating Driver's submitted name and contact number) for the purpose of fulfillment of the User's Order pursuant to the obligations of the User and Participating under their relevant Contract. The User may request further personal information of Participating Drivers to the extent that such may be necessary for consumer complaint resolutions and for the resolution of legal actions (whether administrative, civil or criminal), consistent with the lawful criteria for processing and disclosure of personal information under the Philippine Data Privacy Act (Republic Act No. 10173).
6.5 The User agrees that he will be liable to the Participating Driver for any misuse of the Participating Driver's personal data, and he agrees to hold GOPAPA free and harmless from the misuse of the Participating Driver's personal data.
Fair Use of the Software; Rules of Usage
7.1 The User shall not utilize the Platform for or to promote any illegal acts.
7.2 The User shall not use the Platform to produce any email advertisements or spam emails.
7.3 The User shall not use the Platform in any way to track, stalk, harass or hurt any person.
7.4. The User shall not in any way interrupt/destroy the operation of the Platform or the servers/network linked with the Platform, or to violate the network requirements, process, or the herein terms and conditions.
7.5 The User shall not use the Platform in another person's name or use the Platform with property of others without consent of its owner.
Confidentiality and Protection of Business Interests of GOPAPA and Software Users
8.1 GOPAPA owns or controls all trade secrets, proprietary information, and other Confidential Information relating to GOPAPA and the Platform.
8.2 "Confidential information" includes but is not limited to: the source code in respect of the Platform (the "GOPAPA Platform"), currently use for operation by GOPAPA in the Philippines; app contents of GOPAPA; driver onboarding data operating procedures; non-public financial information; trade secrets (including but not limited to applicable rebate programs for corporate clients); business plans; copyrightable materials; operating procedures; financial information; non-public records, notes, reports, correspondences; supplier information; and proprietary information.
8.3. In the course of the use of the Platform and/or provision by GOPAPA of the Services, the User may become aware of trade secrets, proprietary information and other Confidential Information relating to GOPAPA. User agrees that the disclosure of this information to any third party, and in particular to a competing business entity, would cause serious loss and damage to GOPAPA business interests.
8.4. User agrees it shall not use any advantages derivable from such Confidential Information in its own business or affairs, and/or to the detriment or prejudice of GOPAPA, its representatives, and/or the Participating Drivers.
Miscellaneous
9.1 Non-Circumvention. The User hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with the Participating Drivers, any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to GOPAPA of profits, fees or otherwise, without the specific written approval of Gopapa.
9.2 Promotions. GOPAPA reserves the exclusive right to introduce and enforce advertising and sales promotions.
9.3 Amendment. By agreeing to these Terms and Conditions, the User agrees that GOPAPA may from time to time amend the terms of these Terms and Conditions by posting such amendments and additional terms and conditions. The User agrees that any such amendments on the Terms and Conditions made by GOPAPA shall be binding upon him.
9.4 Entire agreement. The User acknowledges that he has read these Terms and Conditions, as may be amended from time to time, understood it and agreed to be bound by its terms, and further agrees that these Terms and Conditions, together with any document referred to herein in connection herewith, constitutes the whole agreement and is the complete and exclusive statement of the Terms and Conditions between GOPAPA and the User with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the GOPAPA and the User relating to the subject matter of these Terms and Conditions. No representation, promise or inducement has been made by GOPAPA that is not embodied in these Terms and Conditions.
9.5 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of Philippines.
9.6 Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to these Terms and Conditions, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties hereto agree that venue shall be exclusively and properly set in the courts of Dumaguete City, Philippines.
9.7 Assignment. GOPAPA reserves the right to assign any or all of its rights, duties and obligations hereunder to any third party without need of notice to or consent from the User. The User may not assign his rights and obligations under these Terms and Conditions without the prior written consent of GOPAPA.
9.8 Non-waiver. Failure by GOPAPA to exercise any or all of its rights hereunder, or any partial exercise thereof, shall not be construed as a waiver of such rights, and GOPAPA may, at any time, exercise any or all of the rights and discretions granted to it hereunder, or by law, without having to wait for the occurrence or re-occurrence of another or similar event which gives rise to such rights.
9.9 Severality. If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.
9.10 Dispute Resolution. Any consumer complaint by the User against GOPAPA should be resolved primarily through amicable settlement, compromise, or other alternative mode of dispute resolution, and such efforts to resolve the consumer complaint through amicable settlement, compromise, or other alternative mode of dispute resolution shall be a condition precedent prior to filing any administrative or court action, whether such action is within the jurisdiction of the Department of Trade and Industry or the courts. Efforts to resolve the consumer complaint through amicable settlement, compromise, or other alternative mode of dispute resolution shall be commenced by filing a letter or notice with the Company, through the contact information disclosed in the application; thereafter, the consumer complaint process should undergo such means as may be necessary and convenient for both parties to resolve the complaint, including meetings, conferences, exchange of correspondences, mediation, or arbitration. The Company shall be given opportunity to offer a compromise or settlement amount to the User, and such offer shall not be deemed to be the final offer unless so expressly indicated in a written letter or notice by the Company to the User. A proof of receipt by the Company of the letter or notice from the User rejecting any final offer of compromise or settlement from the Company shall serve as exclusive proof or evidence of fulfillment of the condition precedent referred to in this section prior to filing any administrative or judicial action.
9.11 Non-Tarnishment. By availing of the Services, User and Company agree that they will refrain from tarnishing the reputation of the other in the course of resolving a consumer complaint in accordance with Section 9.10. Any public disclosure of the correspondences and meetings between the User and Company in accordance with Section 9.10, without the consent of the other party, shall be prima facie evidence of tarnishment and shall give rise to minimum punitive damages which shall not be less than PhP50,000.
Annex "A"
Terms and Conditions of the Special Contract of Private Carriage of Goods Between User and Participating Driver
The User, by the submission of its Order using the Platform and the acceptance of the computation provided by GOPAPA of the fees and charges for said Request; and The Participating Driver, by its acceptance of the Request; hereby agree to be bound by this special contract of private carriage of goods (the "Contract"), subject to the terms and conditions hereinafter provided:
1. Definitions and Interpretation
1.1 Capitalized terms used in this Contract shall bear the meaning provided under the User's Terms and Conditions, and/or the Participating Driver's Terms and Conditions.
1.2 In case of conflict between the provisions of this Contract and the User's/ Participating Driver's Terms and Conditions, the rights, duties and obligations and remedies between the User and Participating Driver shall be governed by this Contract.
2. Special Contract of Private Carriage of Goods
2.1. This Contract shall take effect between the User and the Participating Driver upon the acceptance by the Participating Driver of the User's Request.
2.2 For and in consideration of the payment by the User of the fees and charges as computed through the Platform, the Participating Driver shall provide the Private Carrier Services for the account of the User in accordance with the terms indicated by the User in the Request.
2.3 The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through the Platform upon submission of the Request.
2.4 No cancellation fees are chargeable as long as an Order is cancelled and communicated within sixty (60) minutes before the start of the Request pickup time. In the event that the cancellation was made after the Request pickup time has started, User shall be charged with the Standard Transport Fee.
2.5 It is expressly understood that this Contract exclusively covers the carriage of goods and does not extend to the carriage of persons. On a case-to-case basis, and subject to the sole discretion of the Participating Driver, the Participating Driver may allow persons to be transported as accompanying persons to the Shipment upon the request of the User. The User expressly agrees that the incidental transportation of accompanying persons may be allowed by the Participating Driver as a mere accommodation and only in cases where the accompanying persons are necessary to minimize any risk of damage or loss to the Shipment. The User expressly assumes any and all liability arising from the transportation of accompanying persons by the Participating Driver.
2.6 The User and the Participating Driver acknowledge that any payment to the Participating Driver is made exclusively for the provision of Private Carrier Services and does not cover services for carrying or transporting accompanying passengers.
3. Participating Driver's Warranties; Duties and Obligations
3.1. The Participating Driver warrants that he is a duly licensed driver in accordance with the laws of the Philippines, and that he is the registered owner or the authorized driver of the delivery vehicle to be used in this Contract.
3.2 The Participating Driver undertakes to personally execute the duties and obligations of the private carrier under this Contract.
3.3 The Participating Driver represents and warrants to the User that he has the special skills, appropriate delivery vehicle and sufficient property to perform the Private Carrier Services under this Contract and in accordance with the instructions of the User as indicated in the Request.
3.4 The Participating Driver undertakes to faithfully comply with the Participating Driver's Code of Conduct and with the terms and conditions of this Contract.
3.5 The Participating Driver shall provide any additional manpower requirements as may be indicated in the Request, and shall exercise direct supervision and control over the acts and services performed by the additional personnel provided by him.
3.6 The Participating Driver shall provide due compensation to the additional personnel which he contracts to provide assistance to him in fulfilling the Request, and shall comply with all applicable laws in dealing with his assistants.
3.7 The Participating Driver agrees that he may be reported by the User to GOPAPA for any violation of this Contract, and after due inquiry by GOPAPA, may be penalized for his violation of the terms and conditions of this Contract and that he may be off-boarded from the Platform as a consequence thereof.
3.8 The Participating Driver warrants that he is not engaged in the business of a public utility or a common carrier, and that he is not an employee, representative, agent, principal or officer of GOPAPA.
3.9 The Participating Driver shall refuse any Shipment that is or appears to be prohibited by law, dangerous or hazardous materials or substances, and radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.
3.10 The Participating Driver shall exercise the diligence of a good father of the family to transmit the Shipment. He shall take reasonable precaution to prevent unauthorized persons from accessing the Shipment. He shall take reasonable precaution against loss of or damage to the Shipment while in transit.
3.11 The Participating Driver shall use reasonable effort to deliver the Shipment according to the instructions of the User and the estimated time of arrival. Participating Drivers shall not be liable (whether in contract, tort or otherwise) for any delays in effecting delivery thereof for whatever reasons, unless the delay is directly caused by the gross negligence or fault of the Participating Driver.
3.12 The Participating Driver shall not be liable for any loss or damage arising from or in connection with the User's violations of warranties and obligations as stated in the User's Terms and Conditions or in this Contract.
3.13 The Participating Driver shall not be liable for any delay in delivery of the Shipment, loss or damage due to force majeure, or any acts or omissions of any party other than the Participating Driver or his agents/assistants.
3.14 The Participating Driver expressly consents to the collection, processing, storage and disclosure of personal information as may be necessary for the performance of his undertakings under this Contract. Specifically, the Participating Driver also expressly consents to the collection, processing, storage and disclosure of his personal information insofar as may be necessary for consumer complaint resolutions and resolution of other legal actions, whether administrative, civil or criminal. All other lawful criteria for the processing, use and disclosure of personal information of the Participating Driver under the Philippine Data Privacy Act (Republic Act No. 10173) are hereby incorporated in this agreement.
3.15 The Participating Driver warrants and represents that he/she has all the legal requirements, licenses, government approvals, government permits, mandatory government registrations, government consent, government notices, among others, including regular/periodic compliance with pertinent government regulations, including but not limited to the Securities and Exchange Commission, Department of Trade and Industry, Bureau of Internal Revenue, Social Security System, Home Development Mutual Fund, Philippine Health Insurance Corporation, local government units (including the Mayor's Office and the barangay), Department of Information and Communication Technologies, Land Transportation Office, Department of Transportation, and other applicable government agencies, in order to perform his/her contractual obligations herein. The Participating Driver acknowledges that GOPAPA may rely on such warranty and representation without the need of documentary proof of the foregoing. The Participating Driver releases GOPAPA from any liability, damage or claim that may result from the Participating Driver's misrepresentation or violation of warranty, as set forth in this section.
3.16 The Participating Driver hereby expressly waives any claim, right of action or cause of action against GOPAPA for damages, losses, death, or physical injuries, to the Participant Driver's own person or to third persons, arising from accidents, fortuitous events, and other unforeseen events during the course of performance of the contractual obligations herein. The Participant Driver acknowledges that he/she is independently operating on his/her own judgment in the course of performing his/her service, without control by GOPAPA over the means and methods of his/her work. The Participant Driver assumes the risks arising from such unforeseen events. The Participating Driver releases GOPAPA from any liability, damage or claim that may result from such losses, damages, death, or physical injuries.
4. User's Warranties; Duties and Obligations
4.1. The User warrants that he has the legal capacity to enter into this Contract under Philippine laws.
4.2 The User conclusively agrees that the Private Carrier Services to be provided by the Participating Driver shall be subject to this Contract.
4.3 The User acknowledges and agrees that the Participating Driver is a private carrier, and is not a public utility or a common carrier and thus, the rules pertaining to public utilities or common carriers shall have no application to this Contract.
4.4 The User warrants that he has provided complete and accurate information in submitting the Order, such as the description of the delivery items included in the Shipment, his choice of delivery vehicle type, add-on services availed, and handling instructions of the Shipment, if any, through the Platform, and agrees that the Participating Driver may rely upon the information provided by the User as true and correct without conducting an independent verification of the same.
4.5 The User warrants to the Participating Driver that he is either the owner or the authorized agent of the owner of the Shipment, and that he is authorized to enter into this Contract not only for himself but also as agent for and on behalf of the owner of the Shipment.
4.6 The User warrants that he has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Shipment. User shall not dispatch any articles that are prohibited by law, dangerous or hazardous materials or substances, radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.
4.7 The User bears complete responsibility to ensure that the Shipment is adequately packed to protect against damage in the course of transit. It is conclusively presumed that the delivery items in the Shipment are inadequately packed if it appears to have been removed without the case, wrapper or container, or where the seal or packaging of the delivery items in the Shipment are torn or broken.
4.8 The User agrees that Participating Driver is not obliged to open and inspect the Shipment, and that Participating Driver shall bear no responsibility or any legal liability resulting from the transportation of the Shipment.
4.9 The User is liable for any loss or damage suffered by the Participating Driver or any third party as a result of User's violation/s of this Contract.
4.10 The User agrees to hold the Participating Driver free and harmless from any legal liability to any third party as a result of any breach of the User's warranties, duties and obligations.
4.11 The User agrees and undertakes to indemnify the Participating Driver against any and all assessments, liabilities, claims, suits, demands, damages, judgments, fees, costs, fines, penalties, interests and expenses of any nature whatsoever that the Participating Driver may suffer arising out of or in connection with the transportation of accompanying persons to the Shipment upon the request of the User.
5. Miscellaneous
5.1. Participating Driver's Limited Liability. The liability of the Participating Driver to the User for loss or destruction of the Shipment shall be limited to Two Thousand Pesos (PHP 1,500) only. The User shall bear the risk of loss if he avails of the Private Carrier Services for Shipments with a value exceeding this amount.
5.2. Entire agreement. Both parties acknowledge that they have read this Contract, understood it and agreed to be bound by its terms and further agree that this Contract, together with the terms of the relevant Request, constitutes as the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the parties relating to the subject matter of this Contract. No representation, promise or inducement has been made by either party that is not embodied in this Contract, and neither party shall be bound by or liable for any alleged representation, promise or inducement not otherwise contained in this Contract.
5.3 Governing Law. This Contract shall be governed by and construed in accordance with the laws of Philippines.
5.4 Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to this Contract or the relevant Request, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties hereto agree that venue shall be exclusively and properly set in the courts of Dumaguete City, Philippines.
5.5 Severality. If any provision of this Contract is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.