VirtuPinoy Client Agreement (Master Services Agreement)

By creating a Client account, submitting a hiring request, accepting a proposal or Statement of Work, authorizing paid Services, or completing an electronic acceptance process that references this Agreement, the person accepting confirms that they are authorized to bind the Client. For that Client, the “Effective Date” is the date of the first such acceptance.

VirtuPinoy and Client may each be a “Party” and together the “Parties.”

October 5 update: This version adds the Consent and Data Retention Standard, including separate marketing choices and evidence, record retention, legal holds, secure disposal and historical agreement acceptance. Publication does not amend a previously accepted agreement; material changes follow the applicable notice, consent and amendment procedures.

1. Purpose and Agreement Structure

VirtuPinoy provides recruitment, contractor matching, outsourcing administration, engagement support, billing, payment coordination, onboarding, and related services. This MSA establishes the general terms governing services described in one or more Statements of Work (“SOWs”).

Each signed SOW will identify the applicable services, personnel, fees, schedule, deliverables, and engagement-specific terms. An SOW becomes binding only after authorized representatives of both Parties accept it. VirtuPinoy acceptance must be evidenced by an authorized signature or issuance from an authorized VirtuPinoy staff account. A contractor's acceptance of a separate contractor agreement or assignment does not substitute for either Party's acceptance of this MSA or an SOW.

Document hierarchy. In a conflict, a signed SOW controls for engagement-specific terms, an applicable Data Processing Addendum controls for processing Client Data, and this Agreement controls otherwise, unless a signed amendment expressly identifies and changes the affected provision.

A purchase order or Client procurement form is for administrative convenience only and does not amend this Agreement unless VirtuPinoy expressly signs the amendment.

2. Definitions

“Assigned Personnel” means an individual presented, engaged, assigned, or administered through VirtuPinoy to provide Services under an SOW.

“Client Data” means data, content, credentials, records, or materials supplied by or for Client or accessed in Client systems.

“Confidential Information” has the meaning in Section 12.

“Deliverables” means work product expressly identified as a deliverable in an SOW.

“Fees” means charges payable to VirtuPinoy under an SOW, invoice, or approved change.

“Services” means the services described in an SOW, including recruitment, matching, onboarding, administration, and work performed by Assigned Personnel where applicable.

“Work Product” means original material specifically created for Client under an SOW, excluding Background Materials.

“Background Materials” means tools, methods, templates, libraries, know-how, processes, software, content, and intellectual property created or acquired independently of the SOW.

3. Services

3.1 Recruitment and matching

Depending on the SOW, VirtuPinoy may:

• gather and clarify requirements;
• source, screen, verify, and present candidates;
• provide self-service profile access or managed recommendations;
• use rule-based or AI-assisted matching as decision support;
• coordinate interviews and selection;
• prepare engagement documentation;
• support onboarding, reviews, replacements, and offboarding.

VirtuPinoy does not guarantee that a candidate will accept an offer, remain available, satisfy every Client expectation, or produce a particular business result.

Business-model classification. The Parties shall operate each engagement consistently with the legal model approved for that engagement. The applicable model may involve recruitment assistance, platform services, project services, legitimate contracting, direct employment, or another lawful structure documented for the engagement. No document authorizes an arrangement prohibited by Philippine labor law.

3.2 Assigned services

Services will consist of the deliverables and outcomes expressly identified in the applicable SOW. The SOW does not authorize the Client or VirtuPinoy to impose duties materially outside the stated scope without a written change approved by the required parties. Unless the SOW expressly states otherwise, the Contractor retains discretion over the means and methods used to produce the agreed results, subject to lawful security requirements, deadlines, quality standards, and system-access procedures.

The Parties will structure and operate each engagement consistently with the intended legal relationship. Contract labels do not override applicable law or the actual facts. The Parties will cooperate in making changes required by labor, tax, immigration, or other applicable law.

3.3 No authority to bind

Neither VirtuPinoy nor Assigned Personnel may bind Client, enter contracts in Client's name, incur liabilities, make regulated decisions, or represent legal authority unless an SOW expressly grants limited authority and Client provides required controls.

3.4 Excluded services

Unless expressly included, VirtuPinoy and Assigned Personnel do not provide legal, tax, audit, investment, medical, employment-law, immigration, regulated financial, or licensed professional advice.

4. Statements of Work and Change Control

Each SOW should include:

• service model: Self-Service Hiring, Managed Recruitment, or Assigned Services;
• role and number of personnel;
• responsibilities, deliverables, and exclusions;
• start date, term, schedule, time zone, and availability expectations;
• fees, currency, billing frequency, deposit, and payment due date;
• performance indicators and reporting cadence;
• Client manager and VirtuPinoy account manager;
• tools, access, security, privacy, and training requirements;
• intellectual-property treatment;
• notice, replacement, and termination terms;
• special regulatory requirements.

A material change requires a written change order or revised SOW. Changes may affect fees, timeline, personnel, risk, and required controls. Email or portal approval by authorized representatives may qualify as a written change if the SOW allows it.

5. Client Responsibilities

Client will:

1. provide accurate requirements and timely decisions;
2. designate authorized operational, finance, privacy, security, and escalation contacts;
3. provide necessary tools, access, documentation, training, and feedback;
4. maintain lawful, secure, licensed, and properly configured systems;
5. apply least-privilege access and promptly revoke credentials;
6. protect Assigned Personnel from harassment, discrimination, retaliation, unsafe instructions, and abusive conduct;
7. comply with applicable employment, contractor, wage, tax, privacy, consumer, export, sanctions, anti-bribery, and industry rules relevant to its actions;
8. provide lawful privacy notices and instructions for Client Data;
9. review Deliverables and report material deficiencies promptly;
10. not materially expand scope without an approved change;
11. not direct Assigned Personnel to conceal activity, falsify records, use unlicensed software, share credentials, or violate law or policy;
12. pay invoices when due.

Client acknowledges that delays in access, information, approvals, training, or feedback may delay performance and do not excuse payment for reserved capacity or time already committed, unless otherwise stated in the SOW.

6. VirtuPinoy Responsibilities

VirtuPinoy will:

1. perform its contractual obligations professionally and in good faith;
2. use reasonable processes to screen and administer Assigned Personnel as stated in the SOW;
3. maintain appropriate role-based access and confidentiality controls for its platform and operations;
4. communicate material engagement issues known to VirtuPinoy;
5. coordinate invoices, payments, payouts, and records according to the agreed process;
6. provide support and escalation channels;
7. comply with applicable law in its capacity and cooperate with reasonable Client compliance requests;
8. require Assigned Personnel to accept confidentiality, security, and data-protection obligations appropriate to their access.

7. Personnel, Management, and Work Arrangements

7.1 Selection

Client may review and interview proposed personnel. Final assignment requires acceptance by the individual, completion of applicable verification, signed agreements, and satisfaction of onboarding and payment conditions.

Where the portal provides job applications and interview messaging, Client may review applications to its own approved jobs and communicate with the authorized applicant or contractor through that feature for legitimate hiring coordination. Client will not request private contact details or external links to bypass VirtuPinoy, and will not use a message to create an unauthorized direct engagement, direct payment or unilateral change to scope, rate or compensation. The applicable agreements, acceptance and onboarding conditions continue to govern any assignment.

7.2 Day-to-day coordination

Client may define business objectives, required deliverables, deadlines, acceptance criteria, lawful security requirements, and necessary coordination points. Client feedback does not authorize unilateral changes to scope, rate, or the Contractor’s working method. The Parties will avoid operational control inconsistent with the legal model approved for the engagement.

7.3 Schedule and availability

The availability windows stated in the SOW identify the periods during which the Contractor is expected to be reachable or to provide agreed service capacity. They are intended to coordinate delivery, meetings, dependencies, time-zone coverage, customer support, and service levels and do not, by themselves, authorize control over the Contractor’s means and methods of performing the Services. Changes require reasonable notice and may affect Fees.

7.4 Substitution and continuity

VirtuPinoy may propose a substitute where Assigned Personnel becomes unavailable, resigns, is removed for cause, or cannot continue. Client will reasonably cooperate with transition and knowledge transfer. Client may not reject a qualified substitute for discriminatory or unlawful reasons.

7.5 Performance concerns

Client will report concerns promptly with objective examples. The Parties may use clarification, coaching, training, a performance plan, scope adjustment, or replacement. Immediate access suspension may occur for credible security, fraud, harassment, or safety concerns.

7.6 No direct changes to compensation or engagement

Client will not promise compensation, bonuses, benefits, direct employment, direct contracting, or material schedule changes to Assigned Personnel without VirtuPinoy's written approval. Any approved bonus or adjustment must be processed through the agreed billing and payout channel unless otherwise authorized.

8. Fees, Invoicing, Taxes, and Payment

8.1 Fees

Client will pay the Fees stated in each SOW. Fees may include recruitment, placement, subscription, administrative, management, service, contractor, project, setup, replacement, conversion, technology, or other agreed charges.

8.2 Invoicing

VirtuPinoy will issue invoices at the frequency stated in the SOW. Invoices may be delivered electronically through the portal or email.

8.3 Payment methods

VirtuPinoy provides the payment methods offered on the applicable authenticated invoice, including manual payment instructions and hosted PayPal checkout for eligible USD invoices where available. Other hosted providers, currencies or alternative methods are available only where expressly offered. Hosted providers operate under their own terms and privacy notices. Client must not send payment-provider credentials to VirtuPinoy.

8.4 Payment timing and verification

Unless an SOW states otherwise, invoices are due by the date shown on the invoice. For prepaid or fixed price engagements, the initial prepaid invoice must clear before engagement activation, and recurring advance invoices must clear before the applicable service period. Hourly engagements expressly enrolled in the weekly billing process are billed for approved billable hours after the relevant week as described in section 8.10 and the accepted SOW. Payment is complete only after cleared funds are received and verified. Client will include the required invoice reference and provide proof when requested. Opening or returning from a hosted checkout does not establish payment.

For a fixed price engagement, verified full payment of the initial invoice may move the engagement to Ready to Start. Active status remains subject to the agreed start date, accepted agreements, onboarding and authorized activation requirements. Payment verification alone does not authorize work before those conditions are met.

8.5 Fees and exchange rates

Client is responsible for sender, intermediary, correspondent-bank, and foreign-exchange fees to the extent those charges reduce the amount received by VirtuPinoy. If VirtuPinoy receives less than the invoiced amount because of transfer charges or currency conversion, the shortfall remains due unless the SOW says otherwise.

8.6 Taxes and withholding

Fees are exclusive of applicable taxes. Client will pay applicable sales, use, value-added, goods-and-services, or similar taxes, except taxes on VirtuPinoy's net income. If withholding is legally required, Client will:

• notify VirtuPinoy before payment;
• provide an official withholding certificate promptly;
• cooperate on treaty or documentation requests.

8.7 Invoice disputes

Client must submit a good-faith, specific invoice dispute within 7 calendar days after receipt. Undisputed amounts remain payable. The Parties will investigate promptly. Failure to dispute within the period does not waive claims that cannot lawfully be waived but may be treated as acceptance for ordinary billing reconciliation.

8.8 Late payment

No automatic late fee applies unless the applicable SOW expressly states a lawful late fee or interest rate. VirtuPinoy may suspend sourcing, interviews, onboarding, portal functions, or active Services after notice. Client remains responsible for committed Fees, collection costs permitted by law, and reasonable transition costs.

8.9 Deposits and advance payment

Any security deposit, advance service period, retainer, or prepaid balance will be stated in the SOW, including whether refundable, how applied, and conditions for return or forfeiture.

8.10 Weekly hourly billing

For an engagement expressly enrolled in weekly hourly billing, Client will pay for approved billable hours from the authoritative Tracker records at the client base rate and in the currency stated in the SOW. New hourly quotes use a separately displayed 25 percent service fee on the base amount. New fixed-price quotes use 25 percent for a USD base project cost up to $1,000 and 35 percent above $1,000. Managed staffing quotes use a role-specific markup from 40 to 50 percent selected by VirtuPinoy. The rate and total stated in the accepted SOW govern; existing accepted rates remain unchanged. Any weekly cap and the process for authorizing additional hours must be agreed in the SOW. Pending, rejected, deleted or nonbillable entries, and hours above an unapproved cap, are not automatically included in the payable weekly invoice.

Unless a different supported schedule is expressly agreed, the billing week runs from Monday 00:00 UTC to the following Monday 00:00 UTC. The weekly invoice is finalized after the week ends, normally on Monday at 01:00 UTC, and is due by Wednesday at 11:59 PM Philippine time. The invoice will identify the service period, approved billable hours, client base amount, service fee, currency and total. Recorded time may include entries awaiting approval and is not necessarily the same as invoiced time.

If a due weekly invoice remains unpaid, and after the notice required by section 8.8, a payment hold may prevent new Tracker sessions, activity submissions and manual time from Thursday 00:00 Philippine time immediately following that deadline. Cleared and verified payment of all overdue weekly invoices removes the payment hold. Payment does not reverse a separate Client pause, suspension for another reason, ended engagement or other access restriction. Client must use the support process for a disputed or incorrect invoice; the rights and obligations in section 8.7 continue to apply.

A finalized weekly invoice preserves the billing record for that period. A correction requires review and an authorized adjustment rather than silently overwriting the finalized record. Client should report a discrepancy promptly through support and provide the relevant contract, week and entry details. Verification of a Client payment does not itself establish that a contractor payout has been completed.

9. Contractor Payout Administration

VirtuPinoy is responsible for paying Assigned Personnel according to VirtuPinoy's separate agreement with them. Client will not pay Assigned Personnel directly unless VirtuPinoy authorizes it in writing.

Contractor payout amounts, VirtuPinoy margins, internal allocations, and other personnel financial data are confidential and are not part of Client's payment history unless disclosure is required by law or expressly agreed.

10. Non-Solicitation, Non-Circumvention, and Conversion

For six (6) months after the later of the presentation, interview, or end of the applicable engagement, Client shall not knowingly bypass VirtuPinoy to directly engage, contract with, or pay a candidate or Contractor first introduced to Client through VirtuPinoy, except through VirtuPinoy’s written conversion process.

This restriction does not apply to a relationship demonstrably existing before VirtuPinoy’s introduction and disclosed to VirtuPinoy in writing before the presentation. If Client elects a direct engagement, Client shall notify VirtuPinoy and pay the commercially reasonable conversion fee stated in the applicable SOW, proposal, or fee schedule made available to Client before the conversion. The fee is intended to compensate documented sourcing, screening, platform, administrative, and transition costs and is not a penalty.

The restriction does not cover unrelated work or persons not introduced through VirtuPinoy and does not prevent lawful employment unrelated to VirtuPinoy’s introduction.

11. Intellectual Property

11.1 Background Materials

Each Party retains ownership of its Background Materials. To the extent Background Materials are embedded in a Deliverable, the owner grants the other Party the limited license necessary to use the Deliverable for the purposes stated in the SOW.

11.2 Work Product

Subject to full payment, and to the extent legally assignable, VirtuPinoy assigns to Client the rights in Work Product expressly created for Client and identified as owned by Client in the SOW. VirtuPinoy will require Assigned Personnel to execute corresponding assignment terms.

Unless the SOW states otherwise, the assignment excludes:

• Background Materials;
• generalized skills, methods, ideas, and know-how;
• open-source or third-party materials;
• materials created outside the scope;
• platform data, matching logic, templates, and internal operations.

11.3 Moral rights and further assurances

To the extent permitted, Assigned Personnel may waive or agree not to assert moral rights in Client-owned Work Product. Client will pay reasonable costs for requested further documentation not caused by VirtuPinoy's breach.

11.4 Client materials

Client grants VirtuPinoy and Assigned Personnel a limited license to use Client materials only to perform the Services. Client warrants it has the necessary rights and instructions.

12. Confidentiality

12.1 Definition

Confidential Information includes nonpublic business, technical, financial, security, customer, personnel, candidate, contractor, pricing, contract, system, strategy, and personal information disclosed in any form and information that reasonably should be understood as confidential.

12.2 Obligations

The receiving Party will:

• use Confidential Information only for this Agreement;
• disclose it only to personnel and providers who need it and are bound by appropriate obligations;
• protect it using at least reasonable care and no less than the care used for similar information;
• notify the disclosing Party of suspected unauthorized access or disclosure;
• return, delete, or retain it according to the Agreement and applicable law.

12.3 Exclusions

Confidential Information excludes information the receiving Party can document was lawfully public, previously known without restriction, lawfully received from another source, or independently developed without use of the information.

12.4 Compelled disclosure

A Party may disclose information when legally required, provided it gives notice where permitted, cooperates on protective measures, and discloses only what is required.

12.5 Duration

Confidentiality continues during the Agreement and for 3 years afterward; trade secrets and personal data remain protected as long as required by law or their confidential nature.

13. Data Protection and Security

13.1 Compliance and roles

Each Party will comply with applicable privacy and data-protection law for its role. The Parties will enter the Data Processing Addendum when VirtuPinoy processes personal data on Client's documented instructions.

VirtuPinoy generally acts as controller for its own applicant, contractor, client-account, billing, security, and legal records. Client generally acts as controller for Client Data and the purposes of work performed in Client systems.

13.2 Client instructions

Client warrants that its instructions and disclosure of Client Data are lawful, necessary, proportionate, and covered by appropriate notices and rights. Client will not provide data unrelated to the Services or prohibited data without prior written agreement and controls.

13.3 Security

Each Party will maintain reasonable safeguards appropriate to risk. Client will provision individual accounts, least-privilege access, secure credential delivery, logging where appropriate, and timely revocation. VirtuPinoy will maintain platform and operational controls described in the Data Processing Addendum.

13.4 Incidents

A Party discovering a suspected incident affecting the other Party's data or systems will notify the designated contact without undue delay, preserve evidence, cooperate in investigation, and avoid public statements identifying the other Party without authorization unless legally required.

13.5 Regulated or high-risk data

Client must disclose before the SOW if Assigned Personnel will access health, financial, children's, criminal, biometric, government, export-controlled, payment-card, or other regulated/high-risk data. Additional terms, training, restrictions, insurance, or pricing may apply. VirtuPinoy may decline the processing.

13.6 Tracker and work diary records

Where the SOW enables Tracker, the Parties will identify the recording features used for that engagement, the purpose and scope of collection, authorized access, applicable notices, retention and data handling responsibilities. Records may include time entries, task notes, activity counts, application or window information, and screenshots or other evidence where captured. Client may use records available to it only for legitimate engagement administration, time and invoice review, service quality and related disputes. Client must not republish records, disclose them to unrelated recipients or use them for unrelated profiling or surveillance.

The Parties will use necessary and proportionate collection and reasonable safeguards to reduce incidental capture of credentials, sensitive personal data and unrelated third party information. Client must identify relevant restrictions in its systems and provide lawful instructions. Any processor activity on Client’s behalf remains subject to the applicable Data Processing Addendum; each Party remains responsible for processing it independently controls. Concerns about excessive collection, unauthorized access or sensitive information must be reported through the privacy or support contact for review. Profile display consent is not a substitute for the required Tracker notice or lawful basis.

For records it controls, VirtuPinoy will apply the Privacy Policy section 10 retention schedule: detailed Work Diary and activity records for 2 years after the applicable work date; actual screenshots and other visual evidence for no more than 90 days after capture; and approved hours, contracts, invoices and payment or accounting records for at least 5 years after the relevant transaction or contract period, or longer where lawfully required. Necessary time-record metadata may follow the 2-year period; financial approval summaries follow the financial period. The SOW and Tracker notice will identify the enabled features and applicable retention arrangements before collection.

Only relevant records will be retained beyond these periods where necessary for an active dispute, chargeback, fraud or security investigation, government inquiry, tax audit, or legal claim or proceeding, until final resolution and expiry of any required legal retention period. VirtuPinoy will securely delete, destroy or anonymize personal information at expiry, subject to such lawful holds. This clause does not authorize retention of all raw activity or images for the financial record period.

Where VirtuPinoy processes Client-controlled data on Client’s instructions, the applicable Data Processing Addendum, lawful instructions and legal requirements govern return, deletion and retention. No public policy update unilaterally changes an accepted SOW or DPA. Camera recording, materially expanded screenshots or other new monitoring requires an appropriate prior notice, lawful basis, any legally required consent and acceptance of material engagement changes through the applicable amendment procedure.

14. Compliance, Ethics, and Acceptable Conduct

Each Party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control, anti-money-laundering, anti-trafficking, anti-harassment, and non-discrimination laws.

Neither Party will request or permit:

• false records, deceptive communications, or concealment;
• unauthorized system access or surveillance;
• unlawful processing or disclosure of data;
• harassment, threats, retaliation, or discriminatory conduct;
• use of stolen, unlicensed, or malicious content or tools;
• unsafe or unlawful working conditions.

A Party may suspend affected Services while investigating a credible violation.

15. Representations and Warranties

Each Party represents that it has authority to enter this Agreement.

VirtuPinoy warrants that it will perform its direct obligations in a professional and workmanlike manner consistent with generally accepted standards for the agreed service. Client's exclusive remedy for a proven breach of this warranty is re-performance or, if re-performance is not commercially reasonable, a credit for the affected direct service Fees, subject to the SOW and liability provisions.

Client warrants that its content, systems, instructions, and intended use are lawful and that it has the rights and permissions required.

Except as expressly stated, the Services, platform, profiles, and recommendations are provided “as available” and all implied warranties are disclaimed to the maximum extent allowed by law.

16. Indemnification

16.1 Client indemnity

Client will defend, indemnify, and hold harmless VirtuPinoy, its affiliates, and personnel from third-party claims to the extent arising from:

• Client Data, systems, content, or instructions that infringe rights or violate law;
• Client's harassment, discrimination, unlawful supervision, unsafe conditions, or misuse of personnel;
• Client's breach of confidentiality, data protection, payment, or non-circumvention obligations;
• Client's unauthorized direct employment or engagement;
• taxes, benefits, or classification claims caused by Client's direct arrangement or control materially inconsistent with the agreed structure.

16.2 VirtuPinoy indemnity

VirtuPinoy will defend, indemnify, and hold harmless Client from third-party claims to the extent arising from:

• VirtuPinoy's direct infringement of third-party intellectual property through VirtuPinoy-created platform materials, excluding Client content and required specifications;
• VirtuPinoy's willful misconduct or material violation of applicable law;
• another indemnity expressly stated in an SOW.

16.3 Process

The indemnified Party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying Party, subject to the indemnified Party's right to participate. No settlement may admit fault or impose non-monetary obligations on the indemnified Party without consent.

17. Limitation of Liability

The limitations in this Section apply only to the maximum extent permitted by applicable law.

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages or loss of profit, revenue, goodwill, opportunity, anticipated savings, or data, even if advised of the possibility.

Except for Excluded Claims, each Party's aggregate liability arising from or related to this Agreement will not exceed PHP 50,000.00.

For purposes of this Agreement, “Excluded Claims” are:

• payment obligations;
• fraud, willful misconduct, or gross negligence;
• breach of confidentiality or data-protection obligations;
• intellectual-property infringement;
• non-circumvention or unauthorized direct engagement;
• indemnity obligations;
• liability that cannot lawfully be limited.

Each Party will use reasonable efforts to mitigate loss.

18. Insurance

Each Party will maintain insurance reasonably appropriate to its business and obligations. Upon reasonable request, a Party will provide evidence of required coverage, subject to confidentiality.

19. Term and Termination

19.1 MSA term

This MSA begins on the Effective Date and continues until terminated. Either Party may terminate the MSA for convenience on 30 days' written notice, but active SOWs continue unless separately terminated.

19.2 SOW termination for convenience

An SOW may be terminated for convenience as stated in that SOW. The Client will pay for Services performed, committed capacity, non-cancellable costs, notice-period Fees, and approved transition work.

19.3 Termination for cause

A Party may terminate for material breach if the breach is not cured within 10 business days after written notice. Immediate termination or suspension may occur for:

• fraud, unlawful conduct, serious security risk, harassment, or misuse;
• insolvency or cessation of business;
• repeated or material nonpayment;
• breach not reasonably capable of cure;
• legal prohibition.

19.4 Effect of termination

Upon termination:

• outstanding amounts become due;
• access and credentials will be revoked;
• each Party will return or delete information as required;
• the Parties will cooperate on reasonable transition at agreed rates;
• clauses intended by nature to survive will survive, including payment, confidentiality, privacy, intellectual property, non-circumvention, liability, dispute, and recordkeeping.

20. Force Majeure

Neither Party is liable for delay caused by events beyond reasonable control, including natural disaster, war, epidemic, government action, widespread internet or utility failure, cyberattack not caused by failure to use reasonable security, civil unrest, or provider outage. The affected Party will notify the other, mitigate effects, and resume performance when practicable. Payment for Services already performed remains due.

If a force-majeure event materially prevents an SOW for more than 30 consecutive days, either Party may terminate the affected SOW without liability for future unperformed Services, subject to accrued obligations.

21. Audit and Records

Each Party will retain records reasonably necessary to support invoices, payments, approvals, access, security, and compliance for the required period. VirtuPinoy will retain contracts, approved contractor hours, client invoices, earnings, payments and payouts, fees, refunds, adjustments, billing approvals, receipts and supporting accounting records for at least 5 years after the relevant transaction or contract period, or longer where necessary for applicable law, tax audits, legal claims, disputes or regulatory obligations. Client remains responsible for its own applicable retention requirements. VirtuPinoy’s ordinary security and access logs will generally be retained for 12 months after the event, subject to identified security incidents, investigations and legal requirements. These periods do not displace the shorter raw Tracker activity and image periods in section 13.6. Any audit right must be exercised reasonably, during business hours, with confidentiality, without access to unrelated customer or personnel data, and no more than once in any 12-month period unless a material incident or regulator requires otherwise.

VirtuPinoy may satisfy routine security inquiries through policies, summaries, certifications, or third-party reports where available.

22. Publicity

Neither Party may use the other's name, logo, testimonial, or relationship in public marketing without prior written consent, except for factual disclosure required by law. Consent may specify the approved wording, channels, and period and may be withdrawn for future use.

23. Independent Parties

The Parties are independent contracting entities. This Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, or agency authority. Legal classification of any Contractor or Assigned Personnel depends on Philippine law and the actual facts and operations of the engagement; contract labels are descriptive only and do not waive mandatory labor, tax, social-protection, privacy, or other statutory rights.

The legal status of Assigned Personnel depends on applicable law and the actual engagement. Nothing in this section is intended to waive mandatory labor, tax, or social-protection rights.

24. Assignment and Subcontracting

Neither Party may assign this Agreement without the other's consent, not unreasonably withheld, except to an affiliate or successor in a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations.

VirtuPinoy may use personnel and service providers to perform the Services, subject to confidentiality, security, data-protection, and responsibility requirements. Subprocessors are addressed in the Data Processing Addendum.

25. Notices

Legal notices must be in writing and sent to:

Operational notices may be sent through the portal, support ticket, or designated account email. Electronic notice is effective on acknowledgment or on the next business day if no delivery failure is received; courier notice is effective on documented delivery.

26. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles, except where mandatory law applies.

Before formal proceedings, the Parties will attempt resolution through:

1. written notice describing the dispute and requested remedy;
2. operational escalation;
3. executive negotiation for at least 15 business days;
4. If the dispute remains unresolved after the steps above, it will be submitted to the courts with appropriate jurisdiction in Santa Rosa City, Laguna, Philippines, subject to mandatory law and any rights that cannot lawfully be waived.

Nothing prevents a Party from seeking urgent injunctive relief for confidentiality, data security, intellectual property, or circumvention where legally available.

27. General

• This Agreement and its SOWs are the entire agreement for their subject matter.
• Amendments must be in writing and accepted by authorized representatives.
• VirtuPinoy will retain an immutable copy of each accepted agreement and SOW version. A material amendment or replacement creates a new version and requires fresh acceptance. Administrative corrections that do not change rights, fees, scope, duration, or risk may be recorded without reacceptance if the correction and reason are documented. Publication of a new version does not automatically amend a Client’s previously accepted agreement. Existing Clients will be notified of material amendments and asked to review and affirmatively accept them through the applicable agreement process. Material changes include fees, payment and payout rules, automatic charging, fixed-price prepayment, earnings deductions, monitoring, new personal information categories, camera or screenshot monitoring, material data sharing, dispute resolution and significant Client or contractor responsibilities, where applicable to the agreement or engagement. Acceptance will be required before using the affected amended service or feature; accrued rights, existing payment obligations and lawful access to records are not extinguished by an unaccepted proposal.
• Waiver of one breach is not waiver of another.
• Invalid provisions will be narrowed or severed while preserving the remaining agreement.
• Headings do not affect interpretation.
• Counterparts and electronic signatures are permitted.
• No person other than the Parties has enforcement rights unless expressly stated.
• Ambiguities will not automatically be construed against the drafter.

28. Electronic Acceptance

This Agreement may be accepted electronically. Acceptance may be evidenced by an authorized click-through or checkbox acceptance, an electronic signature, or a signed or electronically accepted SOW that expressly incorporates this Agreement.

The acceptance record will include the Client legal name, authorized representative and title, user or account ID, Agreement name, version number, effective date, date and time accepted, acceptance method and version accepted, together with other audit information reasonably necessary to establish acceptance. The method may be a checkbox, button, electronic signature or another authorized electronic acceptance process described above. An IP address may be included only if collected and appropriate.

VirtuPinoy will retain a permanent authoritative copy or immutable reference to each Agreement and SOW version accepted by the Client, linked to the acceptance record. The historical version accepted will never be overwritten. A material amendment or replacement creates a new version and requires fresh acceptance unless applicable law or a signed agreement provides otherwise. A new version, effective date and acceptance event will be recorded separately from the original event; notice alone, silence or continued public website use does not automatically establish acceptance of materially different contractual terms.

Each engagement-specific SOW will be presented separately for acceptance and will state the applicable scope, personnel, fees, schedule, security and data requirements, and other engagement-specific terms.

Questions about this Agreement: support@virtupinoy.com

Privacy and legal notices: privacy@virtupinoy.com