By accepting this terms and conditions (including any revisions thereto) (“Terms and Conditions”), you (the “Customer”) hereby agree to the following Terms and Conditions with HR Vale. HR Vale and the Customer are collectively referred to as the “Parties” and individually referred to as a “Party”.

1. Services
The Customer agrees to subscribe for the HR Vale product and services including but not limited to HR Integrated System, Payroll and Timekeeping services (“Services”) upon the terms and conditions herein. The Customer agrees that the Services provided by HR Vale is provided on an “as is” and “as available” basis.
2. Service Requirements
HR Vale shall perform and carry out each of the Services in accordance with the provisions of this Terms and Conditions. The Parties recognize that changes to the Services and any other provision of this Terms and Conditions may be necessary or desired after the date of acceptance of this Terms and Conditions. HR Vale shall be entitled to propose reasonable charges for any agreed changes subject to the Customer’s confirmation and acceptance of the cost prior to effecting the change.
3. Term
This Terms and Conditions shall be valid and enforceable from the date of acceptance of this Terms and Conditions (“Service Commencement Date”) until the Services is terminated in accordance to the Terms and Conditions herein.
4. Fees and Charges
The Customer shall pay the relevant agreed fees and charges (“Fees”) for the provision of the HR Vale Services. Prices of all Services, including but not limited to Perpetual license, Monthly subscription and Implementation fees are subject to the Customer’s confirmation and acceptance of the cost. HR Vale reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with a 30 days’ notice. Such notice may be provided by HR Vale at any time by posting the changes to the Services website (https://www.hrvale.com) or to the Customer relevant Service.
5. Taxes
The Fees and/or any Services made by HR Vale to the Customer under this Terms and Conditions are in Philippine peso and expressed exclusive of taxes. HR Vale is entitled to charge Taxes in addition to the Fees and Services made under this Terms and Conditions which shall be borne by the Customer. Taxes means any applicable taxes and regulatory charges at the prevailing rate, including but not limited to withholding tax, value added tax and or services tax, which may now be imposed by the Philippine Government Authorities.
6. Roles and Responsibilities
The Customer is responsible and accountable for all the employee and users who have access to the Services ensuring that all users accessing the Services are equipped with the necessary knowledge, devices and internet connectivity as any restrictions in any of the above services or devices may limit the quality of the Services.
HR Vale is responsible for the operation and management of the Service; provide troubleshooting and support services; and respond to queries or questions from the Customer in relation to the Services provided.
7. Invoices and Payments
As agreed between the Parties as stated in the Agreement for each Service; HR Vale shall issue Invoices to the Customer. For the Monthly subscription fees, Invoices on the first business day of every month from the Service Commencement Date for the Services of each month. The Customer shall make payment within seven (7) working days of receiving the invoice(s) from HR Vale. All payments to be made under this Terms and Conditions shall be in Philippine peso and the recurring Subscription fees and taxes are payable on a monthly basis.
If the Services is suspended due to overdue payments, HR Vale shall in no event be held accountable or responsible for any losses or damages whatsoever that may arise.
8. Warranties and Representations
By using the HR Vale Products and Services, the Customer expressly warrants and represents that:
     8.1. It has the legal capacity and the requisite authority and corporate power to enter into and perform its obligations under this Terms and Conditions.
     8.2. The execution and performance of this Terms and Conditions comply with all the Applicable laws and regulations, administrative and judicial decision or policy of the Philippine Government Authority.
     8.3 It has obtained all the necessary business licenses, permits and approvals from the relevant authorities to conduct its business and/or activities and shall maintain such business licenses, permits and approvals throughout the duration of this Agreement.
     8.4 It shall conduct business lawfully and shall not, among other things, be involved in any illegal, fraudulent or unlawful activities.
9. Confidential Information
Each Party (the “Receiving Party”) undertakes to and shall ensure and procure that its employees and Affiliates keeps all information confidential from the receiving Party (the “Disclosing Party”) pursuant to this Terms and Conditions. All confidential information shall not be disclosed to any other person or third party during the Term or any time thereafter. Otherwise, such Confidential information may be disclosed where:
     9.1 Disclosure is required by law.
     9.2 The Disclosing Party had consented to such disclosure in writing.
     9.3 The Confidential information is or becomes publicly available or in public knowledge.
     9.4 The Confidential information is known or available to the Receiving Party before the date the confidential information is provided to the Receiving Party by the Disclosing Party.
     9.5 The Confidential information is received by the Receiving Party without restriction on disclosure or use from a third party lawfully entitled to disclose to the Receiving Party.
     9.6 Has been independently developed without reference or use of any confidential information imparted by the Disclosing Party.
The Receiving Party shall ensure its Employee and Affiliates shall use the information received from the Disclosing Party for the sole purpose of performing its obligations under this Terms and Conditions.
10. Indemnity
Either Party shall indemnify and hold the other harmless against all claims, costs, damages, losses or liabilities resulting from personal injury or property damage caused by the defaulting Party as a result of a breach or non-observance by the defaulting Party of its covenants, undertakings, warranties and obligations under this Terms and Conditions.
11. Immediate Termination
Either Party may terminate this Terms and Conditions immediately by a written notice with the following circumstances:
     11.1 It is required by law or the other Party has breached any Applicable law(s).
     11.2 If the other Party becomes insolvent or bankrupt, assigns all or a substantial part of        its business or assets for the benefit of its creditor(s), enters into receivership, administration or any similar insolvency proceedings.
     11.3 Ceases to conduct business in the normal course.
     11.4 On the occurrence of a Force Majeure Event in respect to the Services which continues for a period of thirty (30) days.
12. Termination of Services
The Customer may terminate this Terms and Conditions at any time by providing a written notice to the other Party. In the event the Customer gives written notice to HR Vale Affiliates that it wishes to cancel the Services in its entirety or any part of it at any time after the date of this Terms and Conditions, the Parties agree that HR Vale shall have the right to claim from the Customer and the Customer shall be liable to pay to HR Vale any Fees which are due and payable. The Customer shall give HR Vale at least thirty (30) business days’ written notice in respect of such termination.
13. Consequences of Termination
The Customer shall pay HR Vale for all Services which has been delivered or rendered to the Customer in accordance with the Terms and Conditions and the Customer’s rights to use or access to the Service shall cease.
The termination of the Services will take effect on the next billing date of the Customer (“Termination Date”), and all rights to use and access to the Service shall be ceased on the Termination Date.
14. Intellectual Property Rights
The Customer acknowledges and agrees that all Intellectual Property (“IP”) rights of the HR Vale Products and Services including rights in trademarks (registered and unregistered), logos and trade names associated with Products and Services belong solely to HR Vale. HR Vale is the sole and exclusive owner of all the Product and Services and related technologies, including, without limitation, any hardware designs, firmware, client software, software stack, tools and utilities and any IP rights related to them.
The Customer shall make no claims whatsoever to any IP rights of HR Vale and agrees that it shall not gain any rights to any of HR Vale’s IP by virtue of this Terms and Conditions. The Customer shall not use any of HR Vale’s IP other than as expressly authorized by HR Vale. The Customer agrees to indemnify HR Vale against any losses, whether direct or indirect, for any infringement of HR Vale’s IP rights attributable to it arising out of this Terms and Conditions.
15. Personal Data Protection
The Customer shall pay HR Vale for all the Products and Services which has been delivered or rendered to the Customer in accordance with the Terms and Conditions and the Customer’s rights to use or access to the service shall cease.
The Customer agrees not to conduct itself, and to procure that its employees and representatives, shall not conduct themselves, in such manner as to cause HR Vale to be in breach of its obligations as a data user as stated in the Republic Act No. 10173,
also known as the Data Privacy Act of 2012.
To the HR Vale Affiliates and Representatives, the Customer represents that it has obtained all necessary consents as may be required for the processing and transfer of data (including personal data) in relation to the provision of the Services herein; and agree that it shall be the responsibility of the Customer to advise HR Vale in writing should there be any relevant change in the information including the personal data supplied to HR Vale. ‍
Upon acceptance of this Terms and Conditions and by continuing the use of the HR Vale Products and Services, the Customer and its Employees accepts HR Vale’s Privacy Policy Terms and Conditions of Use.
16. Force Majeure 
Neither Party shall be liable for a continuous failure of thirty (30) days to perform solely caused by force majeure events beyond their reasonable control. Force majeure events include acts of God, epidemic, pandemic, explosion, flood, fire, accident, war, hostilities, invasion, act of foreign enemies, riot, civil commotion or disorder (“Force Majeure Event”).
17. Assignment
This Terms and Conditions shall be binding upon the Customer, Representatives and authorized Affiliates of each Party.
18. Time of Essence
Time wherever mentioned shall be of the essence of this Terms and Conditions.
19. Delegation and Subcontracting
Neither Party shall assign or transfer this Terms and Conditions or any of its rights or obligations hereunder, or delegate or subcontract the performance of any of its obligations under this Terms and Conditions to a third party, save for its affiliates (with written notification), without the prior written consent of other Party’s.
20. Notices
Any notices required under this Terms and Conditions shall be sent by electronic-mail, upon successfully delivering to the e-mail address of the intended recipient. All formal notice, demand or consent from one Party to the other must be given via electronic-mail as notified by each Party to the other and shall be deemed to have been received.
21. Advertising
Neither Party shall use the other Party’s name, marks, codes, drawings or specifications in any advertising, promotional efforts or any publicity of any kind without the prior written consent of the other Party.
22. Modifications and Amendments
HR Vale may revise and/or modify this Terms and Conditions from time to time and the Customer’s continuous use of the Products and Services shall be deemed as its acceptance to the revised and new Terms and Conditions.
23. Independent Contractor
Nothing in this Terms and Conditions shall be construed as creating a partnership or employment relationship between the Parties, it being understood that the Parties are independent contractors.
24. Governing Law
This Terms and Conditions shall be governed by the laws of the Philippines.
25. Entire Agreement
This Terms and Conditions constitutes the entire agreement between the Parties with respect to the subject matter under this Terms and Conditions and shall supersede all prior oral or written communications or agreements between the Parties with respect to the Services.

Payroll Service
The Payroll Service Terms and Conditions (“Payroll Terms and Conditions”) herein shall be applicable to the Customer should the Customer subscribe to our Payroll service on HRP Integrated System. This Payroll Terms and Conditions is in addition to the Terms and Conditions and acceptance of this Payroll Terms and Conditions shall be deemed as acceptance of the Terms and Conditions.  The Customer’s continuous use of our Payroll Service is deemed as acceptance of this Payroll Terms and Conditions (including any revision, amendments and/or variations as may be made by HR Vale from time to time).
1. The Customer agrees that the Payroll Service provided by HR Vale is provided on an “as is” and “as available” basis. HR Vale does not warrant that the Payroll Service will meet your specific requirements, will be uninterrupted or error-free, the results obtained from the Payroll Service will be accurate or reliable and the quality of such Payroll Service will meet your expectations.
2. The Customer represents and warrants to HR Vale that the respective employees are authorized to provide information (including the employees’ information) to HR Vale for purposes of using the Payroll Service. The Customer is responsible in ensuring that all data or information provided to HR Vale are complete and accurate, including updating HR Vale on any changes or updates required to the information. HR Vale shall not be responsible in verifying the information provided by the Customer and the Customer shall not hold HR Vale liable whatsoever. In the case where HR Vale has approved the opening of the Customer’s account(s), the information inputted in the account(s) is based on the information provided by the Customer. HR Vale shall not be responsible for such data or information provided by the Customer to HR Vale for purposes of the Payroll Service.
3. The Customer is responsible in ensuring that the payroll information submitted are correct and are in accordance with the Customer’s policies, guidelines and/or regulations where applicable. HR Vale will not be liable for any information or results generated to the Customer, including and not limited to any information resulting from calculation of deductions and statutory or regulatory related forms.
4. The Customer shall authorize individual(s) as “administrators” to the account(s) allocated by HR Vale, who may access the account(s) and manage the usage of the Payroll Service, including to submit, review, modify and approve on the Customer’s behalf. HR Vale shall not be responsible or held liable for any claims, costs, loss or damages suffered by the Customer as a result of the administrator(s) accessing and managing the usage of the Payroll Service including any misuse of the account(s) by the administrators. Should the administrators resign from the Customer, the Customer shall ensure that any access to the Payroll Service is ceased and the username and/or password are disabled.
5. The Customer and its administrator(s) shall at all times maintain security procedures in ensuring the confidentiality and protection of its account(s) and information. HR Vale is not liable for any compromised account, username and password. In the event there had been any unauthorized access in the Customer’s account(s), the Customer through its administrator(s) must notify HR Vale immediately at support@bapplware.com
  HR Vale reserves the right to block or deactivate access to the Customer’s account(s) if:
     5.1 Any irregularity, illegal or fraudulent activities conducted through the account(s) and/or through the usage of the Payroll Service.
     5.2 Any unauthorised access into the Customer’s account(s). The Customer is responsible for any actions or activities conducted by its administrator(s) or unauthorised users and for any transactions resulting from the Customer’s failure to ensure the security and confidentiality of its information and access to its account(s).
6. By using the Payroll Service, the Customer authorizes HR Vale to access into the account(s) and information of the Customer in order for HR Vale Affiliates to provide customer support and maintenance.
7. By virtue of using our Payroll Service, HR Vale does not owe any fiduciary duty to the Customer, and shall not in any way act as a representative and/or agent for and on behalf of the Customer and its business. The Customer shall be bound by its obligations under the applicable Philippine laws, orders or regulations to disclose and/or retain records relating to the Customer’s data.
8. HR Vale reserves the right to reject and/or withdraw the Payroll Service from the Customer at any time.
9. HR Vale is authorized by the Customer to send notifications to its Representative and employees in relation to their payroll information.