copy the Site except where such copying is incidental to the normal use of the Site, or where it is
necessary for the purpose of back-up or operational security;
(j) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Site or any part
(k) disassemble, decompile or reverse engineer or create derivative works based on the whole or any part
of the Site; and
(l) permit the Site or any part thereof to be combined with, or become incorporated in, any other
4.2 Without prejudice to other rights and remedies HEINEKEN may have under this Agreement and
notwithstanding anything contained herein, HEINEKEN shall be entitled to immediately, without notice,
terminate or suspend your use of or deny your access to HEINEKEN Property and Services in the event that
HEINEKEN has reasonable grounds to suspect that you have breached any of the provisions contained in
this Clause to protect the Site and other users of the Site.
5 Consumer Protection
5.1 Notwithstanding anything contained herein, if the Consumer Act of the Philippines (“RA
7349”) applies and if you are dealing as a consumer under the RA 7349 (consumer shall have
the meaning prescribed to it by the , “Consumer”),
(a) HEINEKEN gives you such implied warranties under the CPA that cannot be excluded by the CPA;
(b) this Agreement is only intended to exclude or limit the remedies and rights you may have to the
maximum extent permitted by RA 7349; and
(c) nothing in this Agreement is intended to exclude or limit HEINEKEN’s liability to you for any loss or
damage arising from HEINEKEN’s negligence or HEINEKEN’s breach of any express or implied terms of this
Agreement without adequate justification.
6 Terms of payment
6.1 You may make payment to HEINEKEN for the purchase of any of the Products via any of the payment
gateways available on the Site. You shall be bound by the specific terms and conditions applicable to
the relevant payment gateway in addition to this Agreement.
7 Order Fulfilment and Delivery of Products
7.1 Time for delivery shall not be of the essence of the Agreement. Dates quoted on the Site for delivery
are approximate only and HEINEKEN shall not be liable for any delay in delivery of the Products. Please
note that HEINEKEN has the right to sub-contract its obligations for the delivery of the Products to any
third party at any time and at its sole discretion. The order fulfilment and delivery of the Products
shall be in accordance with HEINEKEN’s order fulfilment and delivery policy attached to this Agreement
as Part 1 of Schedule 1.
8 Risk and Title
8.1 Risk of damage to or loss of the Products shall pass to you at the time of delivery or, if you
wrongfully fail to take delivery of the Products, the time when HEINEKEN has tendered delivery of the
Products. HEINEKEN shall not be liable for any damage to or loss of the Products from the time when risk
passes to you.
8.2 The property in the Products shall pass to you upon the later of the following events:
(a) HEINEKEN has received cleared funds payment in full of the price of the Products; or
(b) delivery of the Products.
9 Return and Refund Policy
9.1 If you are dealing as a Consumer under RA 7349, this Clause is only intended to exclude or limit the
remedies and rights you may have under RA 7349 to the maximum extent permitted by RA 7349. Save and
except the foregoing, the provisions below shall apply to all contracts formed between HEINEKEN and you
for the sale and purchase of the Products.
9.2 The return and refund of any Products shall be in accordance with HEINEKEN’s return and refund policy
set out in Part 2 of Schedule 1.
10 Promotions, Vouchers and Points
10.1 HEINEKEN may do promotions, issue vouchers and award points for the purchase of the Products
through the Site from time to time. The promotions and issuance and utilization of the vouchers and
points shall be governed by the terms and conditions set out in Part 3 of Schedule
11.1 To the maximum extent permitted by law and subject to the provisions of RA 7349 (where you are
dealing as a Consumer under RA 7349 ), all Products and HEINEKEN Property and Services are provided on
an “as is” and “as available” basis, with all faults and without warranties or conditions of any kind,
and HEINEKEN hereby disclaims all warranties (express or implied) and conditions with respect to such
Products and HEINEKEN Property and Services. Without limiting the generality of the foregoing, HEINEKEN
does not guarantee, represent or warrant:
(a) that the Products and/or HEINEKEN Property and Services will meet your requirements;
(b) that your use of the Services and/or the Site will be uninterrupted, timely, secure or
(c) the timeliness, adequacy or completeness of the Information contained in the Site or the
(d) that the Site or the Services are free from any computer virus or other malicious, destructive or
corrupting code, agent or program.
11.2 You understand that advice or recommendations are a matter of opinion and may not represent the true
application, quality or feature of a particular Product, as such you accept that any advice or
recommendation given by HEINEKEN, its employees or agents is followed or acted upon entirely at your own
risk, and accordingly HEINEKEN shall not be liable for any such advice or recommendation.
11.3 Information which is made available to you may be furnished to HEINEKEN by third parties. While
HEINEKEN shall use all reasonable endeavors to ensure that such Information is communicated to you in
its original form supplied to HEINEKEN by the third parties, HEINEKEN does not warrant that the said
Information is accurate, complete, reliable, current, or error-free.
12 Liability of HEINEKEN
12.1 To the maximum extent permitted by law and subject to the provisions on RA 7349:
(a) In no event shall HEINEKEN be liable for loss of profit or goodwill, loss of production or revenue or
any type of special indirect or consequential loss whatsoever whether or not such losses were reasonably
foreseeable or HEINEKEN had been advised of the possibility of you incurring the same; and
(b) In any event, HEINEKEN’s maximum and cumulative total liability (including any liability for acts and
omissions of its employees, representatives, personnel, agents and/or sub-contractors) in respect of any
and all claims for defective performance, breach of contract, compensation, indemnity, tort,
misrepresentation, negligence at law or equity and any other damages or losses however arising under
this Agreement shall not exceed the fees paid by you for the relevant Products.
13 Intellectual Property Rights
13.1 You acknowledge and agree that HEINEKEN and/or HEINEKEN’s suppliers, contractors, partners and/or
licensors (if any), shall own and retain all rights, titles and interests in, to and under (a) patents,
registered designs, designs, copyrights and all other intellectual or industrial properties in
connection with the Products and HEINEKEN Property and Services, including without limitation know-how,
inventions, and trade secrets (and all copies and derivative works thereof, by whomever produced); and
(b) all of its respective names, service marks and logos, trade names and any other trademarks
(collectively be referred to as the “Intellectual Property Rights”). Nothing in this
Agreement shall transfer or assign any such Intellectual Property Rights to you.
13.2 You shall not use HEINEKEN Property and Services and any other properties in which any of the
Intellectual Property Rights subsist except only to extent necessary for the purpose of and to the
extent permitted by this Agreement.
14 Confidential Information
14.1 “Confidential Information” means all information of any kind, whether in machine readable or
visually readable form, oral or otherwise and whether or not labelled as “Confidential”, that are made
available by or on behalf of the disclosing party to the receiving party for the purposes relating to or
in connection with this Agreement. “Confidential Information” shall not include information that: (i)
was, at the time of its disclosure, already in the possession of the receiving party and such party can
establish, through reasonably sufficient and credible competent evidence, such prior possession; (ii) is
independently developed by the receiving party, (iii) is or becomes generally available to the public
other than as a result of a breach of this Agreement by the receiving party or its Representatives
(hereinafter defined); or (iv) becomes available to the receiving party on a non-confidential basis from
a source other than the disclosing party or its Representatives; provided, however, that such source is
not to the knowledge of the receiving party bound by a confidentiality agreement or other legal or
fiduciary obligation of secrecy to the disclosing party.
14.2 The receiving party shall not disclose the Confidential Information or any part thereof to any
person except (i) where such disclosure is required by law or the regulations of any securities
exchange; (ii) where such disclosure is permitted under this Agreement; (iii) to their respective
employees, agents, service provider, personnel and/or legal, financial and/or accounting advisors
(collectively, “Representatives”) who have a definite need to know such Confidential
Information for the purpose of this Agreement; and/or (iv) with prior written approval of the disclosing
party. In the event that any Confidential information is disclosed to any third party and/or
Representatives in accordance with this Clause, the receiving party shall ensure that such third party
and/or Representatives have been duly apprised of the requirements of this Clause and are or will be
bound to keep such Confidential Information confidential as required in this Agreement.
14.3 All Confidential Information shall solely be used for the purpose of this Agreement.
15 Personal Data
15.1 Your Personal Data will be processed in accordance with the Privacy Notice published on the
16 Force Majeure
16.1 HEINEKEN shall not be liable to you in any manner whatsoever or be deemed to be in breach of this
Agreement by reason of any delay in performing or any failure to perform any of HEINEKEN’s obligations
if such delay or failure was due to any cause beyond HEINEKEN’s reasonable control, including but not
(a) fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock outs or other industrial actions or trade disputes (whether involving employees of
HEINEKEN or of a third party);
(f) difficulties in obtaining raw materials, labor, fuel, parts or machinery faced by HEINEKEN or
(g) telecommunication, transportation, power supply, or system disturbances or failures, or breakdown in
machinery resulting in the impossibility of the use of any of the aforementioned.
17.1 You may post and/or submit any reviews, comments, suggestions, ideas, and other Information to
HEINEKEN via the Site provided that such Information is in compliance with the relevant provisions
contained in Clause 4. HEINEKEN reserves the right (but not the obligation) to
remove or edit any Information posted or submitted by you.
17.2 If you do post or submit any Information to HEINEKEN, unless otherwise specified by you and agreed
by HEINEKEN, you grant HEINEKEN a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub
licensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works
from, distribute, and display such Information throughout the world in any media together with your name
and identity. You represent and warrant that all Information posted and/or submitted by you to HEINEKEN
is accurate, original, authentic, complete, reliable, current, error-free and will not infringe the
Intellectual Property Rights of any third party.
17.3 You agree that you shall not upload any submission that includes or references any one or more of
- Information known by you to be false, inaccurate or misleading;
- Offensive, profane, vulgar, obscene or inappropriate language or visuals;
- Defamatory, libelous, or slanderous content;
- Content which infringes any third party's copyright, patent, trademark, trade secret, right of
publicity, right of privacy, moral rights, and/or any other applicable personal or proprietary
- Programming or materials containing any Trojan horses, computer viruses, worms, harmful code, or
other potentially damaging computer programs or files.
18 Availability of the Site
18.1 HEINEKEN shall have the right at any time to change or discontinue any aspect or feature of the
Site, including, but not limited to, content, hours of availability, and equipment or device needed for
access to and use of the Site.
19 Third Party Sites
19.1 The Site may contain links to other independent third party sites/platforms. Such third party
sites/platforms are not under HEINEKEN’s control, and HEINEKEN is not responsible for any Information
contained therein. The inclusion of such a link or reference does not imply endorsement of, or
association with, the site/platform by HEINEKEN, or any warranty of any kind, either express or
20.1 You agree to defend, indemnify and hold HEINEKEN harmless from and against all losses, damages,
claims, demands, costs, expenses, payments, fines, penalties and liabilities (“Loss”)
made against, suffered, or incurred by HEINEKEN howsoever arising under or in connection with this
Agreement, including without limitation Losses arising from: (i) your use of HEINEKEN Property and
Services; (iii) your negligent conduct, act or omission; and/or (iii) your breach of this Agreement.
This indemnity shall be granted whether or not legal proceedings are instituted and, if such proceedings
are instituted, irrespective of the means, manner or nature of any settlement, compromise or
21.1 Without prejudice to any other rights HEINEKEN may have under this Agreement or at law, HEINEKEN may
immediately terminate this Agreement by notice in writing if:
(a) you are in breach of this Agreement and such breach is not remedied within thirty (30) days of
HEINEKEN's written notice; or
(b) you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in
jeopardy of becoming subject to any form of insolvency administration or bankruptcy proceeding or if a
receiving order is made against you or you make any arrangement or composition with your creditors.
21.2 Upon termination of this Agreement and during any suspension, (a) all rights granted to you under
this Agreement shall cease; (b) you must immediately cease all activities authorized by this Agreement;
and (c) when requested, you shall return to HEINEKEN or destroy all Confidential Information.
22.1 “Business Day” shall mean a day that is not a Saturday, a Sunday or a public
holiday or bank holiday in the Philippines. Except as otherwise agreed or provided in this Agreement,
all notices and other communications to be sent to the other party (“Recipient”)
pursuant to this Agreement shall be in writing and in English language and shall be valid and sufficient
if dispatched or sent to the address or firstname.lastname@example.org. Such notice shall be deemed to have
been served (a) if delivered personally at the time of delivery; (b) if sent by registered mail or
courier, five (5) days after dispatch; or (c) if sent by e-mail, upon successful delivery of the e-mail
and recorded as a sent mail if sent before 5p.m. on a Business Day and if sent on a non-Business Day or
after 5p.m. on a Business Day, the next Business Day.
22.2 The details of HEINEKEN are as follows:
10th floor, PNB Building, Ayala Avenue, Makati City, Philippines
23 No Agency/Partnership
23.1 Nothing in this Agreement shall create, or be deemed to create, a joint venture, partnership or the
relationship of principal and agent between/among the parties. No party has any authority to act, make
representations or bind or contract on behalf of the other party.
24.1 HEINEKEN shall have the right at any time to add, delete, amend, or modify this Agreement, or any
part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for
access and use. Such addition, deletion, amendment, or modification shall be effective immediately upon
notice thereof, which may be given by means of, including, but not limited to, posting on the Site, or
by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of
the Site by you after the issuance of such notice shall be deemed to constitute acceptance of this
Agreement with such addition, deletion, amendment, or modification.
24.2 You are responsible for reviewing the latest version of this Agreement each time you submit your
25.1 No failure or delay by HEINEKEN in exercising any right under this Agreement shall operate as a
waiver of such right or extend to or affect any other or subsequent event or impair any rights or
remedies in respect of it or in any way modify or diminish HEINEKEN’s rights under this Agreement. No
single or partial exercise of any rights or remedies by HEINEKEN shall affect HEINEKEN’s other rights or
remedies under this Agreement. A provision of right or remedy under this Agreement may not be waived
except in writing signed by HEINEKEN. A waiver by HEINEKEN of any breach shall not constitute a
continuing waiver in respect of any subsequent or continuing breach.
26.1 If any term, condition, stipulation, provision, covenant and/or undertaking of this Agreement
(“Provision”) is to any extent illegal, otherwise invalid, or incapable of being
enforced, such Provision shall be excluded to the extent of such invalidity or unenforceability; all
other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the
invalid or unenforceable Provision shall be deemed replaced by a term that is valid and enforceable and
that comes closest to expressing the intention of such invalid or unenforceable Provision.
27 Governing law
27.1 This Agreement shall be governed by the laws of the Philippines and you agree to submit to the
non-exclusive jurisdiction of the Courts in the Philippines.
28 Entire Agreement
28.1 This Agreement (together with any documents referred to herein) constitutes the whole agreement
between the parties relating to the subject matter hereof and supersedes any prior agreements,
understandings or arrangements between them, whether oral or in writing relating to the subject matter
hereof and no representation, undertaking or promise shall be taken to have been given or be implied
from anything said or written in negotiations between the parties prior to this Agreement except as set
out in this Agreement.
29 Assignment, Novation, Delegation and Subcontracting
29.1 Your rights, title, benefits, obligations and duties under this Agreement shall not be transferred,
assigned, novated and/or sub-contracted to any other party without HEINEKEN’s prior written consent.
HEINEKEN shall be entitled to transfer, assign, novate and sub-contract its rights and obligations under
30 Successors and Assigns
30.1 This Agreement shall be binding upon the parties and their permitted legal assigns and successors in
31.1 The Provisions of this Agreement which are capable of having effect after the expiration/termination
of this Agreement shall remain in full force and effect following the expiration/termination of this
Agreement unless otherwise agreed in writing.
32.1 In this Agreement, unless the context otherwise requires: (a) words denoting the singular include
the plural and vice-versa; (b) words denoting natural persons may include bodies corporate and
unincorporated; (c) references to any legislation or to any provision of legislation shall include any
modification or re-enactment of that legislation or any legislative provision substituted for, and all
regulations and statutory instruments issued under such legislation or provision; (d) headings of this
Agreement are inserted for convenience only and shall not affect the construction or interpretation of
this Agreement; (e) no rule of construction or interpretation applies to the disadvantage or detriment
of the party having control or being responsible for the preparation of this Agreement; and (f) any
words following the terms including, include or any similar phrase shall be construed as illustrative
and shall not limit the generality of the related general words.