1.1. Please read these Terms of Use carefully. By using the Service (as defined), you agree that you have read and understood the terms in these Terms of Use which are applicable to you. These Terms of Use and the HappyApp Policies (as defined) constitute a legally binding agreement ("Agreement) between you and HappyApp (as defined). The Agreement applies to your use of the Service provided by HappyApp. If you do not agree to these Terms of Use, please do not use or continue using the Application (as defined) or the Service.
1.2. HappyApp may amend the terms in the Agreement at any time without prior notice. Such amendments shall be effective once they are posted at https://happyapp.ph or on the Application. It is your responsibility to review the Terms of Use regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.
1.3. HAPPYAPP.PH IS A TECHNOLOGY COMPANY WHICH PROVIDES A PLATFORM FOR USERS TO OBTAIN SERVICES PROVIDED BY THIRD PARTY PROVIDERS. HAPPYAPP'S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD-PARTY PROVIDER. HAPPYAPP IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD-PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE THIRD-PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF HAPPYAPP AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY HAPPYAPP.PH.
In these Terms of Use, the following words shall have the meanings ascribed below:
2.1. "Application" means the relevant mobile application(s) made available for download by HappyApp (or its licensors) to Users and Third-Party Providers respectively;
2.2. "HappyApp.PH" means:
2.2.1.Happyapp.PH Delivery Services in relation to HappyApp, HappyApp for Riders, and HappyApp for Merchants;
2.2.2. the relevant subsidiary, affiliate, associated company of or entity jointly controlled by Happyapp.PH Delivery Services
2.3. "HappyApp Policies" means the following:
2.3.1. The Privacy Policy;
2.3.2. the HappyApp Delivery Partner Code of Conduct, the Merchant Service Agreement or the HappyApp Customer Code of Conduct, as may be applicable; and
2.3.3. all other forms, policies, notices, guidelines, frequently asked questions (FAQs), or agreements provided to or entered into by you from time to time;
2.4. "Personal Data" is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information;
2.5. "Platform" means the relevant HappyApp technology platform, portal or website that, when used in conjunction with the Application, enables Users to request or access Solutions;
2.6. "Privacy Policy" means our privacy policy accessible at: https://happyapp.ph as amended from time to time;
2.7. "Service" means the linking of Users to Third Party Providers, or Other Users through the Application, Platform and/or Software;
2.8. "Software" means any software associated with the Application which is supplied made available for download and installation by HappyApp;
2.9. "Solutions" means the following services which are made available to Users through the Service (each a "Solution"):
2.9.1. HappyApp Food Delivery;
2.9.2. HappyApp Merchant App;
2.9.3. HappyApp Rider App;
2.9.4. Any such other services which HappyApp may make available from time to time;
2.10. "Third Party Provider" means the independent third parties who provide the Solutions to Users through the Service, including delivery partners and third-party merchants such as HappyApp Merchants;
2.11. "User" means any person who uses the Application, Platform and/or Software to search for and obtain the Solutions; and
2.12. "User Charges" shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.
1.1 For HappyApp Food Delivery Users:
1.1.1 The Application allows you to place orders for food and beverage from food and beverage providers "HappyApp Food Merchant" such orders to be delivered to you by independent third-party food delivery services providers "Delivery Rider" or for such orders to be available for pick up as a takeaway by you from the HappyApp Food Merchants. HappyApp does not own, sell or resell any food and beverage items and does not control the HappyApp Food Merchants, the Delivery Riders or any services provided by them. You understand that any order that you place shall be subject to the product availability and delivery location serviceability of the HappyApp Food Merchants and/or the Delivery Riders.
1.1.2 All food order and delivery bookings placed on the Application ("Food Orders") are treated as confirmed. You shall not be entitled to cancel your Food Order once you have received a confirmation. If you cancel your Food Order after it has been confirmed, you remain liable to pay the value of the food and/or delivery fee in full regardless of whether the Food Order has been prepared by the HappyApp Food Merchant. You shall also be liable to pay the value of the food and/or delivery fee if you failed to collect the confirmed delivery within a reasonable time upon arrival for any reason.
1.1.3 Upon your successful completion of placement of a Food Order, all notifications, as well as the order status will be indicated on the application. For the avoidance of doubt, HappyApp is not involved in and will not be responsible for any separate arrangement between you and the HappyApp Food Merchant and/or Delivery Rider.
1.1.4 You remain liable to pay the order value in full where (i) cancellation is made by you after the HappyApp Food Merchant starts food/beverage preparation; or (ii) you are not present or do not show up at the designated delivery location or the designated pick up location to collect the takeaway your ordered (A) after 10 minutes from the time that the Delivery Rider arrives at the designated delivery location or (B) within a reasonable time after you are informed that your order for takeaway is ready for collection; or (iii) you are unreachable physically or uncontactable (A) after 10 minutes from the time that the Delivery Service Provider arrives at the designated delivery location or (B) within a reasonable time after you are informed that your order for takeaway is ready for collection.
1.1.5 HappyApp, the HappyApp Food Merchant and/or Delivery Rider may not process your booking Food Order in the event of any of the following:
(a) if the requested delivery location falls outside the delivery zone offered in the Application, or
(b) you are not present or do not show up at the designated delivery location or the designated pick up location to collect the takeaway your ordered, or you are unreachable physically or uncontactable, (A) after 10 minutes from the time that the Delivery Rider arrives at the designated delivery location or (B) within a reasonable time after you are informed that your order for takeaway is ready for collection.
1.1.6 The prices of food and beverage items reflected in the Application are determined solely by the HappyApp Merchant and are listed for information only.
1.1.7 Prices of food and beverage items as reflected in the Application may, for reasons such as technical issue, typographical error or outdated product information supplied by the HappyApp Food Merchant, be incorrectly reflected and in such an event the HappyApp Food Merchant may cancel your order(s).
1.1.8 If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts upon checkout of the Food Order. All promotion codes and discounts are subject to its specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted food or beverage item may be rounded and will be set out on the checkout page for your Food Order. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promo codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discount in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. Pursuant to arrangement or agreement between you and the HappyApp Food Merchant and/or Delivery Rider pursuant to Clause 1.1.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, we reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied.
1.1.9 The HappyApp Food Merchant shall be solely responsible for any warranty in relation to, and quality of, the food and beverage products sold to you unless it is proven that the Food Order was delivered in an adulterated state caused by the negligence and willful acts of the Delivery Rider.
1.1.10 You are responsible for ensuring that the delivery details entered by you in respect of the Food Order on the Application are accurate and complete. HappyApp shall not be liable in the event of late delivery or non-delivery of food and beverage items that you order by reason of erroneous delivery details entered by you on the Application; and in the event of late collection of the takeaway you ordered or non-collection of the takeaway you ordered by reason of erroneous collection details entered by you on the Application.
1.1.11 After the delivery of the food and beverage items or collection of the takeaway you ordered, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention of the food and beverage items (including but not limited to containers) whether caused directly or indirectly by you or any person acting on your behalf.
1.1.12 Persons placing an order for alcohol from any HappyApp Food Merchant must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing an order that includes alcohol, you confirm that you are at least eighteen (18) years old. The Delivery Rider or the HappyApp Food Merchant will have the right to refuse to deliver or provide any alcoholic product to any person who at the time of delivery or collection of takeaway (1) does not appear to be at least eighteen (18) years old or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or collection of takeaway and in such an event you agree that HappyApp, the Delivery Rider and or the HappyApp Food Merchant shall not be liable to make any refund to you for payment already made by you.
1.1.13 Happyapp.PH has sole discretion in adopting any User Charge policy for HappyApp Food Service and may include, Platform Fees, Delivery Fees and Small Order Fees.
1.2 For HappyApp Food Merchants:
This section applies to your use of the HappyApp Food Merchant Application, and the terms in this Agreement are in addition to any other written agreement(s) entered into between you and HappyApp.
1.2.1 Creation and Monitoring of Self-funded Campaign or Promotion
You may be able to create a campaign or participate in promotion(s) suggested by us via our tool(s) which is made available on the Application or through manual creation via the account managers PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign or promotion. In the course of such creation, you may be required to indicate information such as the type of promotion/campaign and the proposed duration for the promotion/campaign. The type of promotion/campaign which you may choose from in the Form may be varied from time to time at HappyApp's sole discretion.
By creating the campaign using our tool(s) on the Application, you accept the following additional general conditions:
(a) Where you are submitting any information via our Application or otherwise to us on behalf of your employer, you warrant that you are duly authorized to bind your employer to make such offer to create a campaign or participate in a promotion suggested by us.
(b) Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading.
(c) Your intention to conduct campaign(s) or participate in our promotion(s) via our Application must be genuine and must not be conducted in a manner which may be misleading to the end consumers or users. You shall indemnify us in the event where we incur any losses or damages pursuant to the campaign you created via our Application.
(d) Depending on the type of promotion/campaign elected by you, the way in which we may facilitate the promotion/campaign may differ. You agree that it is your responsibility to review any and all information made available by us on the Application for information on how each type of promotion/campaign be facilitated on our systems. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating any campaign or participating in any promotion using our Application. By creating a campaign using our Application, you irrevocably agree to the way in which we facilitate the campaign.
(e) You shall be responsible to directly handle any complaints or enquiries from end users/consumers in respect of the promotion/campaign.
(f) In the event where you would like to end a promotion/campaign earlier than the duration which you have specified in the Application or if any of the item under the campaign has become out of stock prior to the expiry of the said duration, you must immediately indicate the same via our Application in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the promotion/campaign and remain responsible to handle any enquiries or complaints from end users/consumers on the same.
(g) Notwithstanding any provision otherwise and in any event, the successful creation of the campaign using the Application does not indicate our approval that the campaign is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the campaign is, and will be conducted, in accordance with the applicable law.
(h) While we do not supervise or monitor the campaign created by you or the promotion you participate in, we reserve the rights to (but are not obliged to) cancel the campaign pr promotion.
(i) We may make available to you the information relating to the campaign or promotion created using our Application, and such information is considered as part of the content of the Application and is subject to Clause 1.2.5 below.
(j) You must pay any and all costs and expenses in connection with the campaign or promotion in the manner as we may specify.
(k) You must notify us immediately if your Account has been used without your authorization to create a campaign or otherwise use any of the features on the Application or where any other breach of security has occurred. In such event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred under the campaign created using your Account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your Account.
(l) You agree that any discounted price payable to you by end users/consumers pursuant to the campaign you created may be rounded in accordance with our internal policies as we may update from time to time.
1.2.2 Submission of Content or Information
We do not claim ownership of any content or information that you upload on our Application or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such license.
Via the Application, we may provide you with an option to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by user(s) in order to facilitate the Service(s) including without limitation detail(s) of an order placed by a user. You acknowledge that any such content or information may be made available in real time to end customers via an application operated by us or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the end customers in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted by you to us or amended (via the Application or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third-party rights. In the event where you amend any content submitted by user(s) such as an order placed by a user, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected user; and (2) HappyApp is not involved in and will not be responsible for the amendments made by you, though HappyApp reserves the right to (but is not obliged to) carry out Rectification Measure(s) (as defined below) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.
1.2.3 Personal Data
Without prejudice to the foregoing, information which you have submitted to us for your registration as a merchant on our systems, which may include your personal data as described in the Privacy Policy, may be linked to the account on the Application or in the course of carrying out Services on this Application. You hereby give your consent to such transfer and storage of information for the purposes of facilitation of your business via our systems, and to facilitate your request to use our products and services in the Application. Your use of the account and the Application may be monitored by us or a third-party service provider to provide you with information on your business and Account.
You further agree that any personal data you receive via the Application shall only be used for the direct and specific purpose for which you are provided the personal data; and shall be deleted or anonymized once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt, when you are provided with personal data of a user via the Application for the purposes of obtaining prior confirmation to amend an order placed, you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose.
1.2.4 Hyperlinks
You must obtain our prior written approval if you wish to link to or make use of any content on our Application. In this regard, you may send us a formal request by way of email for our consideration. For the avoidance of doubt, without our approval, you are not allowed to link or make use of any content on our Application for commercial purposes. In any event, notwithstanding that we have granted approval for the linking, you must not establish a link to our Application (a) in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (b) in any website which prohibits such linking or will in any way prejudice or compromise our reputation or integrity. We reserve the right to withdraw linking permission without notice. The Application must also not be framed on any other site.
1.2.5 Content of the Application
Without prejudice to any other provisions in these Terms of Use, we may vary, modify or remove any content on the Application without notice (including without limitation information relating to the availability of a product or service, product or service descriptions, pricing, promotions, offers, product shipping charges and transit time). In the rare event where any information on our Application contains any typographical errors, inaccuracies or omissions, we reserve the right to carry out measures such as (i) correcting the said errors, inaccuracies or omissions, (ii) changing or updating information; and/or (iii) canceling orders if any information provided to or by you or user(s) (whether via this Application or other related website) at the time the order is placed or is amended is inaccurate or if we otherwise are of the view that it is appropriate to cancel the order ("Rectification Measure"), at any time without prior notice (including without limitation after an order has been submitted). Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information on our Application; or carry out any other Rectification Measure, except as required by law. For the avoidance of doubt, no specified update or refresh date as shown on the Application or on any related website, should be taken to indicate that all information on the Application or on any related website has been modified or updated; and we shall, in no event, be liable to you or any third party for any losses, damages or consequences arising from (i) any variation, modification or removal of the content on the Application; and (ii) any Rectification Measure taken.
1.2.6 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW AND WITHOUT PREJUDICE TO THE OTHER PROVISION OF THESE TERMS OF USE, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE LOWEST OF (a) Five Thousand Pesos (P5,000), (b) THE VALUE OF THE SUBJECT MATTER IN QUESTION; OR (c) THE AMOUNT YOU PAID US TO USE OR ACCESS THE APPLICATION OR ANY OF ITS FEATURES OR FUNCTIONALITY IN THE PAST 12 MONTHS (IF ANY).
1.2.7 Termination
Notwithstanding any other term in this Agreement, this Agreement shall terminate when your relationship with us as a merchant on our systems is terminated. Such termination does not release either party from any liability which, at the time of such termination has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have with respect to any breach of this Agreement.</p>