Terms of Service

1.1 These Terms of Service (the “Terms”) govern your access to and use of the CargoHub platform, including our website, mobile applications, application programming interfaces (APIs), and all related features and services (collectively, the “Platform”). The Platform is owned and operated by TERA TECHNOLOGIES ENTERPRISE CORP., a corporation duly organized and existing under the laws of the Republic of the Philippines, registered with the Securities and Exchange Commission under Registration No. 2024010133959-05 (“CargoHub”, the “Company”, “we”, “us”, or “our”).

1.2 By registering for an account, accessing, or using the Platform, you (“User”, “you”, or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Platform.

1.3 Pursuant to Republic Act No. 8792 (the Electronic Commerce Act of 2000), your electronic acceptance of these Terms, whether by clicking “I Agree”, registering an account, or otherwise accessing or using the Platform, has the same legal force and effect as a handwritten signature on a written contract.

1.4 If you accept these Terms on behalf of a company, partnership, sole proprietorship, cooperative, or other legal entity, you represent and warrant that you are duly authorized to bind that entity, in which case “you” refers to both you and that entity, who shall be jointly and severally bound.

1.5 These Terms contain provisions that allocate risk, limit our liability, and prescribe how disputes are resolved. You should read them carefully and retain a copy for your records.

2.1 “Booking” means a request submitted through the Platform by a Shipper for the transport of Shipment, and, where accepted, the resulting arrangement between a Shipper and a Carrier.

2.2 “Cargo” or “Goods” means the items, freight, or shipment that a Shipper engages a Carrier to transport.

2.3 “Carrier” or “Transport Provider” means an independent individual or entity that offers, accepts, or performs trucking or freight transport services through the Platform, including its drivers, helpers, and personnel.

2.4 “Shipper” means a User who requests, books, or arranges the transport of Shipments through the Platform.

2.5 “Referrer” means a User who refers or lists shipments or introduces prospective Shippers to the Platform and may earn a referral fee or commission for a resulting Booking, as described in Section 8.

2.6 “Transport Contract” means the contract for the carriage of Goods formed directly between a Shipper and a Carrier upon acceptance of a Booking, to which CargoHub is not a party.

2.7 “Platform Fee” or “Service Fee” means the fees charged by the Company for use of the Platform, as disclosed at the time of Booking.

2.8 “CargoHub Credits” or “Credits” means prepaid credits offered by the Company that a User may purchase and apply toward Platform Fees, Bookings, or other services on the Platform, as described in Section 11.

2.9 “Content” means any text, data, ratings, reviews, images, documents, or other material submitted, posted, or transmitted by a User on or through the Platform.

2.10 “Personal Data” has the meaning given to it under Republic Act No. 10173 (the Data Privacy Act of 2012).

2.11 “Force Majeure Event” has the meaning given to it in Section 26.

2.12 Words denoting the singular include the plural and vice versa, and references to a statute include that statute as amended and any subordinate regulations issued under it.

3.1 CargoHub is an online logistics marketplace platform that connects Shippers who need to transport goods with independent Carriers that provide trucking and freight transport services.

3.2 Intermediary only. CargoHub acts solely as a neutral intermediary and online venue. We are not a common carrier, freight forwarder, customs broker, cargo broker, logistics operator, or transport provider. We do not own, lease, operate, or control any truck, vehicle, or transport equipment, and we do not employ any driver or transport personnel.

3.3 No transport contract with us. The contract for the carriage of Goods (the Transport Contract) is formed directly and exclusively between the Shipper and the Carrier. CargoHub is not a party to any Transport Contract, and at no point do we take custody, possession, or control of any Shipment.

3.4 No guarantee. While we work to maintain a reliable marketplace, we do not guarantee the availability of any Carrier or Shipper; the performance, conduct, quality, legality, fitness, or suitability of any User, vehicle, driver, or service; or that any Booking will be accepted or fulfilled.

3.5 Independent contractors. Carriers are independent service providers. Nothing in these Terms creates any employer-employee, agency, partnership, joint venture, or franchise relationship between CargoHub and any User, or between Users themselves except as arising from a Transport Contract.

3.6 Verification is limited. We may, but are not obligated to, verify the identity, licenses, registrations, or credentials of Users. Any verification, badge, label, or rating displayed on the Platform is provided for convenience only and does not constitute a warranty, endorsement, or guarantee by the Company.

4.1 You must be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under the laws of the Republic of the Philippines.

4.2 Carriers and their personnel must hold and maintain all licenses, permits, registrations, and authorizations required by Philippine law to provide transport services, as further described in Section 7.

4.3 You must not be barred from using the Platform under any applicable law, regulation, or under a prior suspension or termination imposed by the Company.

5.1 To use most features of the Platform, you must register for an account and provide accurate, current, and complete information as requested during registration and verification.

5.2 You agree to keep your account information up to date and to promptly correct any information that becomes inaccurate.

5.3 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use or suspected breach of your account.

5.4 You may not create or maintain more than one account without our consent, transfer your account to another person, or use another User's account without authorization.

5.5 We may, at our reasonable discretion and to the extent permitted by law, decline, suspend, or revoke any registration or account, including where required for security, legal compliance, or risk-management reasons.

5.6 Identity verification. You agree to provide identification and supporting documents we reasonably request for verification (“know-your-customer”) purposes, and you authorize us and our service providers to verify such information, including through third parties, consistent with applicable anti-money laundering laws and regulations and our Privacy Policy.

6.1 Shippers must provide accurate and complete information about each shipment, including the nature, type, weight, dimensions, quantity, and declared value of the Shipment, and any special handling requirements.

6.2 Shippers represent and warrant that they lawfully own or are authorized to ship the Shipment and that the Shipment is lawful to transport under Philippine law.

6.3 Shippers are responsible for the proper packing, crating, labeling, and documentation of the Shipment, and for ensuring that the Shipment is fit for transport. Loss or damage arising from the character of the Goods or defects in packing not declared to the Carrier is the Shipper's responsibility.

6.4 Shippers must ensure availability at the agreed pickup and delivery locations and times, provide accurate access and contact details, and facilitate timely loading and unloading.

6.5 Shippers must obtain, at their own cost, any permits, clearances, or authorizations required for the transport of the Shipment.

6.6 Shippers must pay all applicable Platform Fees, transport charges, and other amounts due in accordance with Section 11.

6.7 Shippers must not request or arrange the transport of any prohibited or restricted item except in compliance with Section 10.

6.8 Shippers must clearly and accurately declare any dangerous, hazardous, perishable, or high-value Goods. Shippers are solely liable for losses, penalties, or damages resulting from misdeclaration, non-declaration, or unlawful Shipment.

7.1 Licenses and registrations. Carriers represent and warrant that they hold, and will maintain in force, all of the following, as applicable:

• Valid registration of each vehicle with the Land Transportation Office (LTO) and valid driver's licenses appropriate to the vehicle class under Republic Act No. 4136 (the Land Transportation and Traffic Code);
• Any franchise, certificate, permit, or accreditation required by law or by the appropriate government agency to operate a truck or vehicle for hire;
• Business registration (with the Department of Trade and Industry or the Securities and Exchange Commission, as applicable), Bureau of Internal Revenue (BIR) registration, and local business permits; and
• Continuous compliance with the foregoing throughout the Carrier's use of the Platform.

7.2 Extraordinary diligence. Each Carrier acknowledges that, to the extent it qualifies as a common carrier under Article 1732 of the Civil Code of the Philippines, it is bound to observe extraordinary diligence in the vigilance over the Goods it transports (Articles 1733 to 1735), and is responsible for the loss, destruction, or deterioration of the Goods except as otherwise provided by law.

7.3 Roadworthy vehicles. Carriers must use vehicles that are safe, roadworthy, properly maintained, and compliant with applicable registration, inspection, and emission requirements, and with applicable weight and load limits under Philippine law and Department of Public Works and Highways regulations.

7.4 Qualified drivers. Carriers must ensure that drivers are duly licensed, medically and physically fit, and not under the influence of alcohol or prohibited drugs, and that they comply with traffic laws and applicable hours-of-service and safety standards.

7.5 Insurance. Carriers must maintain a valid Compulsory Third Party Liability (CTPL) insurance policy and are required to maintain goods-in-transit or cargo insurance as further described in Section 14.

7.6 Performance. Carriers must perform each accepted Booking with due care, handle Shipment safely, and use reasonable efforts to complete transport within the agreed timeframe and route.

7.7 No unauthorized subcontracting. Carriers must not subcontract, reassign, or transfer a Booking to another carrier or driver without the Shipper's consent, except as permitted by the applicable Transport Contract.

7.8 Lawful conduct. Carriers must comply with all applicable laws, including traffic, transport, environmental, labor, and safety laws and regulations.

7.9 Taxes and receipts. Carriers are solely responsible for their own taxes (including income tax and value-added tax or percentage tax, as applicable) on the transport charges they earn, and must issue duly registered sales invoices or official receipts to Shippers in accordance with BIR regulations.

7.10 Documentation. Carriers must prepare and retain appropriate transport documents, such as waybills, delivery receipts, and proof of delivery, and make them available as reasonably required.

8.1 Referral role. A Referrer is a User who refers or lists potential shipments, or introduces prospective Shippers, to the Platform, and who may earn a referral fee or commission when a resulting Booking is completed, subject to these Terms and to any referral program terms published by the Company.

8.2 Not an agent. A Referrer participates on their own behalf as an independent User. A Referrer is not an agent, representative, employee, partner, or broker of the Company, of any Carrier, or of any Shipper, and has no authority to negotiate, accept, vary, or conclude any Booking or Transport Contract, or to make any representation or commitment, on behalf of the Company, a Carrier, or a Shipper.

8.3 No brokering or forwarding. A Referrer must not hold themselves out as a freight forwarder, cargo broker, or common carrier, and must not take custody or control of, arrange the carriage of, or assume responsibility for any Shipment. A Referrer's activity is limited to referring or listing shipments and introducing Users to the Platform. A Referrer who wishes to arrange carriage on behalf of others is solely responsible for obtaining any license, registration, or accreditation required by law.

8.4 Accurate representations. A Referrer must provide accurate information, must not misrepresent their role or their relationship with the Company, and must not make any guarantee, warranty, or commitment on behalf of the Company, any Carrier, or any Shipper.

8.5 Referral fees. Referral fees or commissions, if any, are payable only on the rates, terms, and conditions published by the Company or agreed in writing, and only for qualifying Bookings that are actually completed and paid for. The Company may set, change, withhold, or discontinue referral fees at any time, and may withhold or reverse fees relating to cancelled, disputed, fraudulent, or non-qualifying Bookings.

8.6 Taxes. A Referrer is solely responsible for declaring and paying all taxes due on any referral fee or commission received, and the Company may withhold taxes and require tax documentation where required by law.

8.7 Compliance and enforcement. A Referrer must comply with these Terms and all applicable laws, including Republic Act No. 10173 (the Data Privacy Act of 2012) in respect of any Personal Data they collect or share. The Company may suspend or remove a Referrer, and may withhold or reverse referral fees, where the Referrer breaches these Terms or engages in unlawful, deceptive, or misleading conduct.

9.1 A Shipper initiates a Booking by submitting a request through the Platform with the required shipment details. A Booking request constitutes an offer by the Shipper to engage a Carrier on the stated terms.

9.2 A Transport Contract is formed directly between the Shipper and the Carrier when a Carrier accepts the Booking (whether through automated matching, manual acceptance, or confirmation through the Platform). CargoHub facilitates this process but is not a party to the resulting Transport Contract.

9.3 Pricing may be presented as a fixed price, an estimate, or a quotation. Where a price is accepted by both parties through the Platform, it becomes binding as between the Shipper and the Carrier, subject to any agreed adjustments (for example, for waiting time, additional stops, or changes in scope).

9.4 A confirmation generated by the Platform serves as an electronic record of the Booking and is admissible in accordance with Republic Act No. 8792.

9.5 Any change, rescheduling, or modification of a confirmed Booking requires the mutual agreement of the Shipper and the Carrier and may be subject to additional charges.

9.6 CargoHub may make available standardized terms, templates, or fields to assist Users in documenting their Transport Contract, but these do not make CargoHub a party to that contract.

10.1 Prohibited Goods. You must not use the Platform to arrange the transport of any of the following:

• Illegal drugs, narcotics, controlled substances, and drug paraphernalia;
• Firearms, ammunition, explosives, and weapons transported without the permits required by law;
• Smuggled, stolen, counterfeit, or illegally obtained goods;
• Human remains, body parts, or organs, except as permitted by law and with proper documentation;
• Goods whose possession, sale, or transport is prohibited under Philippine law; and
• Any item the transport of which would cause a violation of any applicable law or regulation.

10.2 Restricted Goods. Certain Goods may be transported only if properly declared, accompanied by the required permits, and handled in compliance with applicable safety and regulatory requirements. These include dangerous or hazardous materials, perishable goods, live animals, regulated substances, and high-value items. The Shipper is responsible for ensuring all such requirements are met and for declaring such Goods to the Carrier.

10.3 Consequences. The Shipper is solely liable for any prohibited, restricted, or misdeclared Shipment. We may refuse, cancel, or remove any Booking and may report unlawful activity to, and cooperate with, the appropriate authorities. The Company is not liable for any loss, penalty, seizure, or damage arising from a User's breach of this Section.

11.1 The Company charges Platform Fees for the use of the Platform. Applicable fees are disclosed before a Booking is confirmed. We may change our fees from time to time, with such changes applying prospectively to new Bookings.

11.2 Transport charges for the carriage of Goods are payable by the Shipper to the Carrier and are separate from the Platform Fee, unless a combined collection arrangement is indicated on the Platform.

11.3 Payment processing. Payments through the Platform are processed by third-party payment service providers, including Xendit. Your use of such payment services is subject to the applicable provider's terms and privacy policy. We do not store complete payment card details. We are not responsible for the acts, omissions, errors, or service interruptions of any third-party payment provider.

11.5 All amounts are stated in Philippine Pesos (PHP) unless otherwise indicated. Unless otherwise stated, all fees displayed on the Platform are inclusive of value-added tax (VAT). The Company will issue the appropriate BIR-registered invoices or receipts for its Platform Fees.

11.5 By submitting a payment instruction, you authorize the charging of the applicable amounts to your selected payment method, and you represent that you are authorized to use that payment method.

11.6 Payment using CargoHub Credits. If payment is made using CargoHub Credits, then upon the awarding of the Shipper's Booking to a Carrier, CargoHub will deduct and hold the total Booking amount from the Shipper's wallet balance. Upon delivery of the Shipment, the Carrier has twelve (12) hours to confirm receipt or report an issue. Upon the Carrier's confirmation of receipt, the held amount will be transferred to the Carrier's wallet balance. If the Carrier takes no action within the twelve (12)-hour period, the amount will be automatically released to the Carrier's wallet balance.

11.7 CargoHub Credits. The Company may offer CargoHub Credits that you can purchase and apply toward Platform Fees, Bookings, or other services on the Platform. Credits are made available subject to these Terms and to any specific terms, pricing, or conditions presented at the time of purchase.

11.8 Credits are non-refundable. All purchases of CargoHub Credits are final. Once purchased, Credits are non-refundable and non-returnable, and the amount paid for them will not be refunded, returned, or exchanged for cash, whether or not the Credits are used.

11.9 Use and restrictions. CargoHub Credits may be used only within the Platform for the purposes designated by the Company. Credits have no monetary value outside the Platform, cannot be redeemed for or converted into cash, and are non-transferable and not assignable unless the Company expressly permits otherwise.

11.10 Validity of Credits. Any validity or expiry period applicable to CargoHub Credits will be disclosed before purchase.

11.11 Forfeiture. Unused CargoHub Credits may be suspended or forfeited if your account is terminated or suspended for breach of these Terms or for unlawful activity, to the extent permitted by applicable law.

12.1 Cancellation and rescheduling rules, including any applicable cancellation fees and time windows, are those presented on the Platform, which form part of these Terms and are binding on Users.

12.2 If a Carrier cancels an accepted Booking without valid reason or fails to appear, the Carrier may be subject to fees, rating impacts, or account action, and the Shipper may be entitled to a refund of amounts paid for the cancelled Booking.

12.3 If a Shipper cancels late, fails to make the Shipment available, or causes a no-show, applicable cancellation or waiting charges may apply.

12.4 Eligible refunds are processed through the original payment method via the relevant payment provider within a reasonable period. Processing times may depend on the payment provider and the issuing institution.

13.1 As between the Shipper and the Carrier, liability for the loss, destruction, deterioration, damage, or delay of a Shipment is governed by the applicable Transport Contract and by the Civil Code of the Philippines, including its provisions on common carriers (Articles 1732 to 1766).

13.2 A Carrier that is a common carrier is presumed to have acted negligently in case of loss, destruction, or deterioration of the Goods (Article 1735), unless it proves that it observed extraordinary diligence or that the loss was due to a cause exempting it from liability under Article 1734 (such as a natural disaster or calamity, an act of a public enemy in war, an act or omission of the shipper, the character of the goods or defects in packing, or an order of competent public authority).

13.3 CargoHub is not liable for Shipment. Because CargoHub is an intermediary that does not take custody or control of any Shipment and is not a party to any Transport Contract, CargoHub is not liable for any loss, destruction, deterioration, damage, theft, delay, or non-delivery of a Shipment. Any claim relating to Shipment must be pursued against the responsible Carrier (or Shipper, as the case may be).

13.4 Claims. A claim relating to Shipment should be reported promptly and within any period specified on the Platform or in the Transport Contract. CargoHub may, as a courtesy and without assuming liability, facilitate communication between the parties or assist in documenting a claim, but the resolution of any such claim is a matter between the Shipper and the Carrier.

13.5 Agreed limitations of liability. A Shipper and a Carrier may agree, in their Transport Contract, on a reasonable and just stipulation limiting the Carrier's liability to a fixed amount, consistent with Articles 1749 and 1750 of the Civil Code.

13.6 Nothing in this Section operates to diminish any right or remedy that cannot be waived or limited under Philippine law.

14.1 Carriers are required to maintain valid Compulsory Third Party Liability (CTPL) insurance for their vehicles and are required to maintain goods-in-transit or cargo insurance covering the Goods they transport.

14.2 Shippers are strongly advised to obtain appropriate insurance for high-value or sensitive Shipment, as recovery against a Carrier may be subject to limitations agreed in the Transport Contract or allowed by law.

14.3 Unless expressly offered by the Company as a separate, clearly described product, CargoHub does not provide insurance and is not an insurer, insurance agent, or insurance broker.

15.1 The Platform uses automated and artificial-intelligence-assisted features, which may include matching of Shippers and Carriers, price estimates, route and scheduling suggestions, demand forecasting, and fraud or risk detection.

15.2 Outputs generated by these features are estimates, suggestions, or decision-support tools only. They may contain errors or inaccuracies and are not guarantees of any outcome, price, time, or result.

15.4 You remain solely responsible for your own decisions, including whether to accept a Booking, a price, a route, or a counterparty.

15.4 Automated processing. Where automated processing involves your Personal Data, we handle it in accordance with Republic Act No. 10173 and our Privacy Policy. Where applicable, you may exercise your rights as a data subject, including in respect of decisions based solely on automated processing.

16.1 You retain ownership of the Content you submit. By submitting Content, you grant the Company a non-exclusive, royalty-free, worldwide license to host, store, reproduce, display, and use that Content for the purpose of operating, providing, improving, and promoting the Platform, subject to our Privacy Policy.

16.2 Ratings and reviews must be honest, accurate, lawful, and based on genuine experience. You must not post Content that is false, defamatory, misleading, obscene, infringing, or otherwise unlawful, or that manipulates the rating system.

16.3 We may, but are not obligated to, screen, moderate, edit, or remove any Content, and may suspend or terminate accounts associated with prohibited Content.

16.4 You are solely responsible for the Content you submit and represent that you have all rights necessary to submit it.

17.1 Prohibited conduct. You must not engage in any of the following:

• Using the Platform for any unlawful, fraudulent, or deceptive purpose;
• Circumventing the Platform, or soliciting or arranging off-platform transactions, in order to avoid Platform Fees or evade these Terms;
• Scraping, crawling, harvesting, or using automated means to access the Platform other than through permitted APIs;
• Introducing malware, viruses, or harmful code, or attempting to gain unauthorized access to the Platform or other Users' accounts or data;
• Impersonating any person or entity, or misrepresenting your identity, credentials, or affiliation;
• Harassing, threatening, defaming, or discriminating against any person;
• Manipulating ratings, reviews, prices, or matching; and
• Interfering with, disrupting, or imposing an undue burden on the Platform or its infrastructure.

17.2 Exclusive use of the Platform. Shippers and Carriers who are introduced to, or who connect with, one another through the Platform must transact, communicate, book, perform, and pay for the resulting transport services exclusively through the Platform. Users must not use the Platform to solicit, arrange, or divert any Booking, payment, or transport engagement to any channel outside the Platform.

17.3 Non-circumvention. During your use of the Platform, and for twelve (12) months after your last interaction through the Platform with a counterparty introduced through the Platform, you must not, directly or indirectly, circumvent, bypass, or avoid the Platform or the Platform Fees by contracting with, engaging, paying, or accepting payment from that counterparty outside the Platform for transport or related services of the type offered through the Platform, whether acting on your own behalf or through any related person, agent, employee, or entity. Referrers are equally bound by this restriction.

17.4 No off-Platform payment. Users must not offer, request, arrange, or accept cash or any other off-Platform payment for a Booking or transport service that was initiated, matched, listed, or facilitated through the Platform, and must not encourage or assist any other User to do so.

17.5 Consequences of circumvention. Any breach of this Section is a material breach of these Terms. Without limiting any other remedy available to the Company, the Company may immediately suspend or terminate the accounts involved and withhold or forfeit any wallet balance, referral fee, or payout, and may recover from the breaching User, as liquidated damages and not as a penalty, an amount equal to the greater of (a) three (3) times the Platform Fees that would have applied to the diverted transactions, or (b) the Platform Fees the Company would reasonably have earned over the twelve (12) months following the breach, together with the costs of enforcement and reasonable attorney's fees. The parties agree that this amount is a reasonable estimate of the Company's loss, which would otherwise be difficult to quantify.

17.6 Injunctive relief, audit, and survival. The Company may seek injunctive or other equitable relief to enforce this Section, in addition to damages. The Company may request information and records reasonably necessary to verify compliance with this Section, and this Section survives the suspension or termination of your account and of these Terms.

18.1 The Platform, including its software, design, text, graphics, logos, trademarks, and other materials, is owned by or licensed to the Company and is protected by intellectual property laws of the Philippines and applicable international laws.

18.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose.

18.3 You must not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of any part of the Platform, except to the extent such restriction is prohibited by law.

18.5 If you provide feedback or suggestions about the Platform, you grant the Company a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you.

18.5 “CargoHub” and related names and logos are trademarks of the Company. You may not use them without our prior written consent.

19.1 We collect, use, store, and otherwise process Personal Data in accordance with Republic Act No. 10173 (the Data Privacy Act of 2012), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission (NPC), as described in our Privacy Policy.

19.3 By using the Platform, and where required by law, you consent to such processing. As a data subject, you have rights under the Data Privacy Act, including the rights to be informed, to access, to rectification, to object, to erasure or blocking, to data portability, and to damages, subject to applicable conditions.

19.3 To fulfil Bookings, certain Personal Data (such as names, contact details, and pickup or delivery information) is shared between the Shipper and the Carrier. Users must use such data only for purposes of the relevant Booking and in compliance with the Data Privacy Act.

19.4 We implement reasonable and appropriate organizational, physical, and technical security measures to protect Personal Data, and we will handle any personal data breach in accordance with applicable NPC requirements.

19.5 Users who, in connection with their own activities, act as personal information controllers or processors are independently responsible for their own compliance with the Data Privacy Act.

20.1 Under Republic Act No. 8792, electronic documents, electronic signatures, electronic contracts, and electronic receipts have legal recognition and effect. You agree that Bookings, confirmations, invoices, notices, and other records generated or transmitted through the Platform are valid, binding, and enforceable in electronic form.

20.2 You consent to receive communications and notices from us electronically, including by email, in-app notification, or posting on the Platform, and you agree that such communications satisfy any legal requirement that they be in writing.

20.3 Electronic records maintained by the Company in the ordinary course of business may be used as evidence in any proceeding to the extent permitted by law.

21.1 Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Platform is provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory.

21.2 We do not warrant that the Platform will be uninterrupted, secure, error-free, or free of harmful components, or that defects will be corrected.

21.3 We do not warrant or endorse the performance, conduct, quality, legality, safety, or suitability of any User, vehicle, driver, Shipment, or transport service offered or performed through the Platform.

22.1 To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to your use of, or inability to use, the Platform.

22.2 To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or relating to these Terms or the Platform, for any and all claims in the aggregate, shall not exceed the total Platform Fees actually received by the Company from you in respect of the specific Booking that gave rise to the claim.

22.3 The Company is not liable for the acts or omissions of any User; for any loss, damage, or delay of a Shipment; or for the acts, omissions, or services of any third party, including payment providers and other service providers integrated with the Platform.

23.1 To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, demands, liabilities, damages, losses, penalties, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

• your access to or use of the Platform;
• your breach of these Terms or violation of any applicable law or the rights of any third party;
• your Shipment, your transport services, or any Transport Contract to which you are a party; and
• your Content.

24.1 You may stop using the Platform and close your account at any time, subject to the completion of any pending Bookings and the settlement of any outstanding obligations.

24.2 We may suspend, restrict, or terminate your access to the Platform, with or without prior notice, where you breach these Terms, engage in unlawful or fraudulent activity, pose a risk to other Users or to the Platform, or where required by law or by a competent authority.

24.3 Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination, including those on fees due, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law, shall survive.

24.4 Termination does not relieve you of obligations accrued before termination, including payment obligations and obligations under any Transport Contract.

25.1 Governing law. These Terms, and any dispute or claim arising out of or relating to them or to the Platform, are governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict-of-laws principles.

25.3 Good-faith negotiation. The parties shall first attempt to resolve any dispute amicably through good-faith negotiation within thirty (30) days from written notice of the dispute.

25.3 Arbitration or courts. If the dispute is not resolved through negotiation, either party may submit the dispute to arbitration in accordance with Republic Act No. 9285 (the Alternative Dispute Resolution Act of 2004), administered by a recognized Philippine arbitration institution, with the seat of arbitration in Metro Manila and proceedings conducted in English; or, alternatively, either party may bring the matter before the proper courts of the Philippines.

25.4 Venue. Subject to the foregoing and to the extent permitted by law, any court action arising out of or relating to these Terms or the Platform shall be filed exclusively in the court or venue chosen by the Company, and each User consents to that venue and waives any objection to it.

26.1 The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control (each, a “Force Majeure Event”), including acts of God, typhoons, floods, earthquakes, volcanic activity, fire, epidemics or pandemics, war, terrorism, civil disturbance, strikes, government action or restrictions, failures of telecommunications, internet, or power, and failures of third-party service providers.

26.2 If a Force Majeure Event continues for a prolonged period, the Company may suspend or modify affected services for the duration of the event.

27.1 We may amend these Terms from time to time. When we do, we will update the “Last Updated” date and, where the changes are material, provide reasonable notice through the Platform or by other means.

27.2 Your continued access to or use of the Platform after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Platform.

28.1 Entire agreement. These Terms, together with the Privacy Policy and any policies or terms referenced in them, constitute the entire agreement between you and the Company regarding the Platform and supersede any prior agreements on the same subject.

28.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

28.3 No waiver. The failure of the Company to enforce any right or provision shall not constitute a waiver of that right or provision.

28.4 Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or as otherwise permitted by law.

28.5 Headings. Headings are for convenience only and do not affect interpretation.

28.6 Language. These Terms are prepared in English. In case of any translation, the English version prevails unless otherwise required by law.

28.7 Relationship of the parties. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and the Company.

28.8 Third-party services. The Platform may link to or integrate with third-party services. We are not responsible for third-party services, and your use of them is at your own risk and subject to their terms.

28.9 Notices. Notices to the Company must be sent to the contact details in Section 29. Notices to you may be given through the Platform or to the contact details in your account.

29.1 For questions, notices, or complaints regarding these Terms or the Platform, please contact us: