SEC Express System User Agreement

GENERAL PROVISIONS

This Terms of Use Agreement (Agreement) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (USER), and Pilipinas Teleserv Inc. (TELESERV), concerning your access to and use of the SEC Express System (www.secexpress.ph. website), as well as any other media form, media channel, mobile, or mobile application related or connected thereto (SEC Express System).

The SEC Express System in an online system for the requesting of partnership and corporate documents from the Securities and Exchange Commission for the following documents:

  • Combined Articles of Incorporation and By-Laws
  • Articles of Incorporation
  • By-Laws
  • Increase in Capital Stock
  • General Information Sheet
  • Registration Data Sheet
  • Secretary Certificate
  • Board Resolutions
  • Audited Financial Statements
  • Other SEC documents subject to availability

TELESERV reserves the right to change and supplement the terms and conditions under which the Services are offered as deemed necessary for the service. Such changes, which may be posted on the SEC Express System website from time to time, are hereby expressly incorporated into this Agreement by reference. You acknowledge that you are responsible for regularly reviewing these terms and conditions contained in this Agreement whenever you avail of the SEC Express System.

TELESERV makes no representation that the SEC Express System is appropriate or available in other locations other than where it is operated by TELESERV and its authorized courier partners. The information provided on the SEC Express System website is not intended for distribution to or use by any unauthorized person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject TELESERV to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

You also agree to provide true, accurate, current, and complete information about yourself or your application as prompted by the SEC Express System ordering process. If you provide any information that is untrue, inaccurate, not current, or incomplete, or TELESERV has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TELESERV has the right to suspend or terminate your order and refuse any and all current or future use of the SEC Express System or any portion thereof.

The use of SEC Express System shall only be for legal purposes. Any deliberate misrepresentation, misuse, abuse, or attempt to circumvent any security measures of the website will be subject to prosecution to the extent of the law. TELESERV may terminate the USER for misuse or any activities violating policies on the use of the service after a thorough investigation of any incidents.

TELESERV, its owners, directors, officers and employees shall not be held liable for any errors, omissions, misrepresentation, fraud and other unauthorized access to the SEC Express System by USERS of the service.

TELESERV shall not be liable for any default or delay in the performance of its obligations under this agreement if such default or delay is caused by a Force Majeure event, provided that such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented through the use of alternate sources, work-around plans or other means. For purposes of this paragraph, Force Majeure is defined as any event that is caused by circumstances beyond the control of the party involved including, but not limited to, any law, order, regulation, direction or request of the Government of the Philippines, strikes or other labor difficulties, insurrection, riots, national emergencies, war, acts of public enemies, fire, floods, typhoons, epidemics, pandemics, or other catastrophes or other acts of God.

TELESERV shall also not be liable for any default or delay caused by procedural, systems, or regulatory undertakings of the Securities and Exchange Commission and /or TELESERV’s authorized payment channels and authorized courier companies.

TELESERV reserves the right to deny service to anyone deemed not qualified, authorized or in violation of the terms and conditions of this Agreement.

The terms and conditions of this Agreement may be revised, modified or replaced as the service requires. USERS will be given due notice of such changes for review and acceptance. Should USERS decide not to accept any of these changes, procedures for termination of the Agreement shall be provided upon email notice of request of termination.

USER REPRESENTATIONS

By using SEC Express System you represent and warrant that:

  1. All application information, including personal and sensitive personal information, you submit during the ordering process are truthful, updated, and accurate;
  2. You will maintain the accuracy of such information;
  3. You are not a minor (17 years and below) and you are qualified/authorized to apply for yourself or on behalf of a partnership or Corporation, pay the SEC document , Teleserv and courier service fees, accept delivery of the document subject to SEC policies and procedures;
  4. Your authorized representative, if any, is not a minor (17 years and below) and is qualified/authorized to receive the delivery of the document subject to SEC policies and procedures on your behalf;
  5. Your authorized representative gave consent for you to submit his personal details;
  6. Any misrepresentation on your part shall be subject to prosecution to the extent that the law allows;
  7. Your use of the SEC Express System does not violate any applicable laws or regulations; and
  8. TELESERV shall not be liable for any damages, losses incurred as a result of (i) any default or delay due to Force Majeure, or due to the fault of the SEC and/or TELESERV’s authorized courier companies; and (ii) any error, misrepresentation, abuse, misuse or unauthorized access of the SEC Express System.
  9. Your Tax Identification Number (TIN) is a requirement of the BIR under RMC 64-2015 for the issuance of official receipts. By providing your TIN you are giving consent to include your TIN for the issuance of Pilipinas Teleserv, Inc. official receipts. By not providing your TIN you absolve Teleserv from any liabilities and claims that may arise including but not limited to the need to re-issue an official receipt with your TIN included.
  10. Any deviation by the user of the ordering, paying and delivery procedures of the SEC Express System is deemed a violation of this agreement and use of the SEC Express System and are grounds for termination of the agreement and forfeiture of any fees paid for using the SEC Express System service.

TELESERV REPRESENTATIONS

  1. TELESERV is a duly accredited and authorized service provider of the SEC;
  2. TELESERV is the owner, developer and sole operator of the SEC Express System (www.secexpress.ph);
  3. TELESERV will process applications made through the SEC Express system following the policies and procedures of the SEC;
  4. TELESERV did not grant or authorize any third party to accept, operate or represent the company and accept orders through the SEC Express System. TELESERV is not liable for any losses or damages incurred by any USER who applies through any person or party who claims to be an authorized representative of TELESERV; and
  5. Personal Information provided by USERS of the SEC Express System shall be processed in compliance with RA 10173, otherwise known as the Data Privacy Act of 2012.

PAYMENT CHANNELS

The SEC Express System bills you through an online billing process integrated within the system for document application. You agree to pay TELESERV all charges at the prices then in effect for the documents you apply for, and you authorize TELESERV to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method.

TELESERV reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Third Party Payment Channel Service Fees shall be incorporated into the final billing for payment.

TELESERV may change prices at any time as necessary. All payments shall be in Philippine Pesos.

Authorized payment channels are as follows:

  • Mastercard
  • Visa Card
  • Paymaya
  • BPI Express Online
  • BDO
  • SM Counter/Supermarket
  • Robinsons Dept Store
  • UCPB
  • ChinaBank Online
  • ECPAY
  • Metrobank
  • Cebuanna Lhuillier
  • Unionbank
  • Gcash
  • Grab Pay

TELESERV is not liable for losses or damages incurred by payment of fees through unauthorized payment channels.

DELIVERY PARTNERS

TELESERV has contracted the following authorized courier companies:

  • Pilipinas Messerve, Inc.
  • Entrego
  • 2GO

All companies have committed to follow agreed upon policies and procedures for the handling of documents to applicants / USERS.

Courier Service Fees shall be incorporated into the final billing for payment.

TELESERV is not liable for losses or damages incurred for documents delivered by the courier companies mentioned above. It is assumed that orders delivered through unauthorized courier companies may have been ordered through unauthorized or scrupulous means which further absolves TELESERV from any liabilities.

USERS who avail of the SEC Express System and decide to use other methods to apply or secure their corporate documents after confirmation, payment and processing of the order will forfeit all fees paid for using the service.

USER SUBMISSIONS

Except for any personal and sensitive personal information we may collect from you pursuant to our Privacy Policy, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback, material, communication or other information about SEC Express System or TELESERV’s Services (Submissions) voluntarily provided by you are non-confidential and non-proprietary. TELESERV will have no obligation with respect to the Submissions. TELESERV shall be entitled to the unrestricted use, copy, disclosure, incorporation and dissemination of these Submissions and all data, images, sounds, text, and other things embodied therein for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use SEC Express System for any other purpose other than that for which TELESERV makes it available. The SEC Express System may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by TELESERV. Prohibited activity includes, but is not limited to:

  • criminal or tortious activity;
  • systematic retrieval of data or other content from the website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from TELESERV;
  • making any unauthorized use of the TELESERV Services, including collecting usernames and/or email addresses and other personal information of USERS by electronic or other means for the purpose of sending unsolicited email, or creating USER accounts by automated means or under false pretenses;
  • tricking, defrauding or misleading TELESERV and other USERS, especially in any attempt to learn sensitive account information such as passwords;
  • engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools;
  • interfering with, disrupting, or creating an undue burden on the SEC Express System, or the networks or services connected to SEC Express System;
  • attempting to impersonate another USER or person or using the username of another USER;
  • selling or otherwise transferring your profile;
  • using any information obtained from the SEC Express System in order to harass, abuse, or harm another person;
  • using the Services as part of any effort to compete with TELESERV or to provide services as a service provider;
  • deciphering, decompiling, disassembling or reverse-engineering any of the software comprising or in any way making up a part of the SEC Express System;
  • attempting to bypass any measures of the SEC Express System designed to prevent or restrict access to the SEC Express System, or any portion of the SEC Express System;
  • harassing, annoying, intimidating or threatening any TELESERV directors, officers, employees or agents engaged in providing any portion of the Services to you;
  • deleting the copyright or other proprietary rights notice from any SEC Express System content;
  • except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the SEC Express System, or using or launching any unauthorized script or other software; or
  • using the SEC Express System, or the networks or services connected to the SEC Express System, in a manner inconsistent with any and all applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The entire content included in the SEC Express System, including but not limited to text, photographs, video, design, graphics, interfaces, databases, functionality, software, or codes and the selection and arrangements thereof, is copyrighted under Republic Act No. 8293, as amended, otherwise known as the Intellectual Property Code, as well as other applicable copyright laws, treaties and conventions, and is the property of TELESERV.

All trademarks, service marks, and trade names (collectively, the "Marks") are trademarks or registered trademarks of and are proprietary to TELESERV, or other respective owners that have granted TELESERV the right and license to use such Marks.

The SEC Express System may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of TELESERV.

Content on the SEC Express System provided to you “AS IS” for your information, non-commercial, and personal use only. You may not use, modify, copy, reproduce, distribute, transmit, aggregate, broadcast, display, perform, publish, license, create derivative works from, transfer, or sell any information obtained from the SEC Express System without the prior written consent of TELESERV.

SITE MANAGEMENT

TELESERV reserves the right but does not have the obligation to:

  • monitor the SEC Express System for violations of this Agreement;
  • take appropriate legal action against anyone who, in TELESERV’s sole discretion, violates this Agreement, including without limitation, reporting such USER to law enforcement authorities;
  • in TELESERV’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any USER's contribution or any portion thereof that may violate this Agreement or any TELESERV policy;
  • in TELESERV’s sole discretion and without limitation, notice or liability to remove from the SEC Express System or otherwise disable all files and content that are excessive in size or are in any way burdensome to TELESERV’s systems; and
  • otherwise manage the SEC Express System in a manner designed to protect the rights and property of TELESERV, the USERS, and others and to facilitate the proper functioning of the SEC Express System

PRIVACY POLICY

TELESERV is compliant with the provisions of Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, its implementing rules and regulations, the issuances of the National Privacy Commission, as well as other applicable laws relating to data privacy and protection.

TELESERV, as a personal information processor, will only process and use your personal and/or sensitive personal information for the purposes intended and in accordance with its Privacy Policy and its agreement with the Securities and Exchange Commission, unless your consent is obtained for other purposes.

You have the right to access and correct your personal information being processed by TELESERV. You also have the right to lodge a complaint before the National Privacy Commission in case of violation of your data privacy rights.

If you have any data privacy questions, concerns or complaints, please contact our Data Privacy Officer:

Data Privacy Officer
Pilipinas Teleserv, Inc.
462 C. Palanca St.
San Miguel,
Manila,
Metro Manila, 1001
Philippines
+63287371234
[email protected]

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the SEC Express System (www.secexpress.ph).

Without limiting any other provision of this Agreement, TELESERV reserves the right to, in TELESERV’s sole discretion and without notice or liability, deny access to and or use of the SEC Express System and the Services, to any USER and / or any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant under this Agreement, or of any applicable Philippine laws or regulations. TELESERV may terminate your use of the SEC Express System and the Services, delete your profile and any content or information that you have posted at any time, without warning at TELESERV’s sole discretion and upon providing you written notice of the termination.

In order to protect the integrity of the SEC Express System and the Services, TELESERV reserves the right at any time in its sole discretion to block certain IP addresses from accessing the SEC Express System and the Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

NON-REFUND POLICY

After the fees have been paid, the application / request can no longer be cancelled. The fees under this Agreement are non-refundable.

MODIFICATIONS

TELESERV may modify this Agreement from time to time. Any and all changes to this Agreement will be posted the SEC Express System and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Services after any such modification becomes effective. TELESERV may also, in its discretion, choose to alert all USERS with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the SEC Express System for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

SERVICES

TELESERV reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that TELESERV shall not be liable to you or to any third party for any modification, suspension or discontinuance of the TELESERV Services.

DISPUTES

Between USERS

If there is a dispute between USERS of the SEC Express System, or USERS and any third party, you understand and agree that TELESERV is under no obligation to become involved. In the event that you have a dispute with one or more other USERS, you hereby release TELESERV, its officers, employees, agents and successors in rights from claims, demands and damages both actual and consequential, of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or TELESERV Services.

With TELESERV

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to the SEC Express System or the Services shall be governed and construed by the laws of the Republic of the Philippines.

You agree that your use of the SEC Express System and TELESERV services will be at your sole risk. To the fullest extent permitted by law, TELESERV, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the SEC Express System and the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. TELESERV makes no warranties or representations about the accuracy or completeness of the SEC Express System's content or the content of any unauthorized websites linked to the SEC Express System and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the SEC Express System, (c) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the SEC Express System or the Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the SEC Express System by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the SEC Express System. TELESERV does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the SEC Express System or any unauthorized hyperlinked website or featured in any banner or other advertising, and TELESERV will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

ARBITRATION CLAUSE

By availing the services provided under the SEC Express System, such as but not limited to, mere application of Partnership and Corporate documents from the SEC, you agree to be bound by this arbitration clause.

In the event of any and all disputes between you or TELESERV arising under or in relation to this Agreement (Dispute), either party may give the other party a Notice of Dispute.

Within thirty (30) days after receiving a Notice of Dispute, the parties shall use reasonable endeavors and act in good faith in attempting to resolve the dispute.

If the Dispute is not resolved within a period of thirty (30) days after the Notice of Dispute is received (or any further period as the parties may agree is appropriate), such dispute shall be finally settled by arbitration (with either party being entitled to submit the Dispute for arbitration) under the arbitral rules of the Philippine International Center for Conflict Resolution in force at the time of the commencement of the arbitration, by a single arbitrator to be appointed in accordance with such rules.

In all cases where unilateral termination is allowed under this Agreement, it is understood that prior resort to arbitration, or approval of the arbitral tribunal in the event that arbitration has been commenced, shall not be required for purposes of exercising said right. The parties waive any right to insist on prior resort to arbitration to the fullest extent allowed under applicable laws. It is further understood that the party who disputes the unilateral termination of this Agreement will shoulder all legal and arbitration costs, including attorney's fees, which have been incurred by the terminating party, should it be found that the terminating party was entitled to terminate this Agreement.

LIMITATIONS OF LIABILITY

Without prejudice to the other provisions of this Agreement limiting TELESERV’s liability, in no event shall TELESERV, its directors, employees, or agents be liable to you or any third party for (i) any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, lost revenue, loss of data or other damages arising from your use of the SEC Express System or the Services, even if TELESERV has been advised of the possibility of such damages, and / or (ii) any damages from any errors and outages . Notwithstanding anything to the contrary contained herein, TELESERV’s liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to TELESERV for the services rendered.

INDEMNITY

You agree to defend, indemnify and hold TELESERV, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your use of the SEC Express System and of the Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, TELESERV reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify TELESERV and you agree to cooperate, at your expense, with TELESERV’s defense of such claims. TELESERV will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to TELESERV shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the ordering process, or such other address as each party may specify.

USER DATA

TELESERV will maintain certain data, including personal and sensitive personal information, that you transfer using the SEC Express System for the purpose of the performance of the Services, as well as data relating to your use of the SEC Express System, in accordance with our Privacy Policy. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the SEC Express System.

TELESERV is committed to implement appropriate, reasonable and industry standard security measures to protect the confidentiality, integrity and availability of data in our possession. While we take the protection and security of such data very seriously, we cannot provide an absolute guarantee that such data will be free from any interception or vulnerability. In this regard and to the extent that TELESERV exercises due diligence in the processing of your data in its possession, you accept the risk that a third party may intercept and use such data, and that TELESERV shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against TELESERV arising from any such loss or corruption of such data

ELECTRONIC CONTRACTING

Your use of the SEC Express System includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into relating to the SEC Express System, such as the notice of dispute, notices of cancellation, policies, contracts, and applications., and the like. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and TELESERV regarding the use of the SEC Express System and the Services. The failure of TELESERV to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. This Agreement may not be assigned by you without express written consent by TELESERV. TELESERV may assign any or all of its rights and obligations to others at any time. TELESERV shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond TELESERV's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and TELESERV as a result of this Agreement or use of the SEC Express System and the Services. Upon TELESERV’s request, you will furnish any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against TELESERV by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact TELESERV as set forth below or, if any complaint with us is not satisfactorily resolved.

Pilipinas Teleserv Inc.

Email: [email protected]