11.1 References to “Re-fit Company ”: References to “Re-fit Company ” in these Terms and Conditions of Sale apply both to Re-fit Company ’s actions on its own behalf as Seller and/or as the operator of the Platform or as the agent of Third Party Vendors as Sellers in respect of each and every Customer Contract.

11.2 Right to subcontract: Third Party Vendors or Sellers shall be entitled to delegate and/or subcontract any rights or obligations under these Terms & Conditions of Sale to Re-fit Company  or any of Re-fit Company’s designated service providers, subcontractors and/or agents.

11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and Seller’s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies Seller may have in law or in equity, and no exercise by Seller of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent Seller’s exercise of any other such right or remedy as at law or in equity.

11.4 Warranties: The implied warranty under the New Civil Code of the Philippines against hidden defects and the rights of a consumer under Title III, Chapter III of the Consumer Act of the Philippines shall apply.

11.5 No waiver: Seller’s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. Seller would still be entitled to use its rights and remedies in any other situation where you breach these Terms & Conditions of Sale.

11.6 Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms & Conditions of Sale.

11.7 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under any legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale.

11.8 Governing law: These Terms & Conditions of Sale shall be governed by, and construed in accordance with the laws of Philippines and you hereby submit to the exclusive jurisdiction of the Courts of Makati City in the Philippines.

11.9 Except as provided for in Clause 11.8, any dispute, controversy, or claim arising out of or relating to this terms and conditions, or the breach, termination or invalidity thereof shall be settled through arbitration under Republic Act 9285 or the Alternative Dispute Resolution Act of 2004. .

11.10 Injunctive relief: Seller may seek immediate injunctive relief if Seller makes a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.

11.11 Amendments: Seller may by notice issued jointly with Re-fit Company through the Platform or by such other method of notification as Seller may designate solely through Re-fit Company (which may include notification by way of e-mail), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date Seller specifies through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. Seller’s right to vary these Terms & Conditions of Sale in the manner aforesaid will be exercised with the joint involvement of Re-fit Company (either via the Portal or such other means as Re-fit Company prescribes) and subject to the foregoing, may be exercised without the consent of any person or entity who is not a party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force.

11.12 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on Seller’s part shall be subject to correction without any liability on Seller’s part.

11.13 Currency: Money references under these Terms & Conditions of Sale shall be in Philippines Pesos.

11.14 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.

11.15 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and Seller relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

11.16 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by Seller or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Seller and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

11.17 Subcontracting and delegation: Re-fit Company reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors and/or agents on such terms as Re-fit Company deems appropriate.

11.18 Assignment: You may not assign your rights under these Terms & Conditions of Sale without Seller’s prior written consent. Seller may assign its rights under these Terms & Conditions of Sale to any third party.

11.19 Force Majeure: Neither Re-fit Company nor Seller shall be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond Re-fit Company’s or Seller’s reasonable control.