Terms of Service

This Terms of Service (the “Agreement”) is entered into by and between The ABBA Initiative, OPC, the parent company of YAHSHUA Outsourcing Worldwide, Inc., its services arm (“ABBA”), and the entity or person accessing or using the YAHSHUA Solution (“Client” or “you”), hereinafter collectively referred to as the Parties, and individually as the Party. If you are accessing or using the YAHSHUA Solution on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “Client” or “you” refer to your company.

1. Acceptance of Terms

1. By accessing or using the YAHSHUA Solution, you agree to be bound by this Agreement. If you do not agree with any part of this Agreement, you may not use the YAHSHUA Solution.
2. ABBA reserves the right to modify or replace this Agreement at any time. If a revision is deemed material, ABBA will provide notice in accordance with Section 16 prior to the new terms taking effect. What constitutes a material change will be determined at ABBA’s sole discretion.
3. By continuing to access or use the YAHSHUA Solution after any revisions become effective, you agree to be bound by the revised terms.

2. Definitions

1. Client Data means any data, including Personal Data, collected from or by the YAHSHUA Solution on behalf of Client and any data, including Personal Data, or content that Client provides to ABBA.
2. Confidential Information means ideas, inventions, processes, know-hows, systems, software, technical drawings, algorithms, formulas, and other technical, business, financial, customer, and product development plans, forecasts, strategies, and information exchanged under this Agreement that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
3. Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed. It may be in the nature of:

1. Availability breach from the loss, accidental or unlawful destruction of Personal Data;
2. Integrity breach from the unauthorized alteration of Personal Data; and
3. Confidentiality breach from the unauthorized disclosure of or access to Personal Data.

4. Data Subject means an individual whose Personal Data is processed in connection with the ABBA Service/Subscription.
5. Effective Date means the start date specified in the Proposal or Service/Subscription Agreement between Client and ABBA.
6. Personal Data means any information whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an individual.
7. Proposal or Service/Subscription Agreement means the specific agreement between Client and ABBA that incorporates the terms and conditions of this Agreement.
8. YAHSHUA Solution means ABBA’s software-as-a-service platform(s) used for the performance of the ABBA Service/Subscription.

3. Term

1. This Agreement starts on the Effective Date and continues until terminated. Either Client or ABBA may terminate this Agreement by giving written notice of non-renewal at least thirty (30) days before the end of the initial or renewal term.

4. Scope of Services

1. ABBA agrees to provide Payroll/Accounting/Compliance/HR service(s)/subscription(s) to Client (“ABBA Service/Subscription”). The detailed scope and limitations of the Service are outlined in the Proposal or Service/Subscription Agreement.
2. Additional services, which may include report or template addition and system customization, shall be covered by a separate written agreement, subject to additional fees.

5. Payment

1. Client agrees to pay ABBA the fees detailed in the Proposal or Service/Subscription Agreement. Invoices shall be billed Monthly/Quarterly/Yearly by ABBA, and payment is due within five (5) days from the date of the invoice. Invoices will be sent to Client’s email address provided in the Proposal or Service/Subscription Agreement.
2. ABBA’s fees are exclusive of all taxes, and Client must pay any applicable VAT, withholding, or similar taxes.
3. Except as expressly provided in this Agreement, payments are non-refundable and payment obligations are non-cancellable.

6. YAHSHUA Solution

1. This is a term-limited agreement for access to and use of the YAHSHUA Solution for the ABBA Service/Subscription. Client acknowledges that it is obtaining only a limited right to use the YAHSHUA Solution, and no ownership rights are transferred to Client under this Agreement. ABBA retains all rights, title, and interest, including all intellectual property rights, in and to the YAHSHUA Solution, which is deemed ABBA’s Confidential Information, and reserves any licenses not specifically granted in this Agreement. Client acknowledges and agrees that it has no right to obtain a copy of the software behind any YAHSHUA Solution and that ABBA may make updates, bug fixes, modifications, or improvements to the YAHSHUA Solution from time to time.
2. If Client elects to provide any suggestions, comments, improvements, information, ideas, or other feedback or related materials to ABBA (“Feedback”), Client hereby grants ABBA a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits ABBA’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7. Account Registration and Use

1. Client must register for an account in order to access and use the YAHSHUA Solution. Account information must be accurate, current, and complete. Client must ensure that access credentials are kept strictly confidential and not shared with any unauthorized person. Client will be responsible for any and all actions taken using its and its users’ accounts, passwords or any other access credentials. Client must notify ABBA immediately of any unauthorized use of its account or any other Data Breach.

8. Use Rights

1. Subject to the terms and conditions of this Agreement, ABBA grants Client a non-exclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to access and use the YAHSHUA Solution, solely for the ABBA Service/Subscription.
2. Client must not, and must not allow any third party to: (i) rent, lease, copy, transfer, resell, sublicense, time-share, distribute, or otherwise provide access to any portion of the YAHSHUA Solution to a third party; (ii) modify or create a derivative work of the YAHSHUA Solution or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the YAHSHUA Solution, except to the extent expressly permitted by applicable law and only with advance notice to ABBA; (iv) break or circumvent any security measures, rate limits, or usage tracking of the YAHSHUA Solution; (v) access the YAHSHUA Solution for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the YAHSHUA Solution for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for  publication; or (vii) remove or obscure any proprietary or other notices contained in the YAHSHUA Solution, including in any reports or output obtained from the YAHSHUA Solution.

9. Client Data

1. Client retains all right, title, and interest, including any intellectual property rights, in and to Client Data. Client grants ABBA a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Client Data solely to provide the ABBA Service/Subscription and related services to Client.
2. Client acknowledges that ABBA is reliant on Client for direction as to the extent to which ABBA is entitled to process Client Data on behalf of Client in the performance of the ABBA Service/Subscription. Consequently, ABBA will not be liable under the Agreement for any claim brought by a Data Subject arising from: (i) any action or omission by ABBA in compliance with Client’s instructions; or (ii) from Client’s failure to comply with its obligations under applicable law.
3. ABBA may refer to Client’s name and trademarks in ABBA’s marketing materials and on its website, including, but not limited to, displaying Client’s logo, solely for the purpose of identifying Client as a customer of ABBA.

10. Confidential Information

1. As the receiving party, each Party must: (i) hold in confidence and not disclose the other Party’s Confidential Information to third parties, except as permitted by this Agreement; and (ii) only use the other Party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each Party may share the other Party’s Confidential Information with its employees, agents, or contractors having a legitimate need to know, provided that the Party remains responsible for the recipient’s compliance with the terms of this Section 10 and that these recipients are bound by confidentiality obligations no less protective than this Section.
2. Confidential Information does not include information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without a breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A Party may also disclose the other Party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice, if permitted by law, and cooperates in any effort by the other Party to obtain confidential treatment for the information.
3. The Parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. In the event of a breach of this Section 10, each Party is entitled to seek appropriate equitable relief, including injunctive relief, in addition to any other remedies they may have at law.

11. Data Privacy

1. Both Parties shall comply with all applicable data protection and privacy laws, regulations, and requirements, including but not limited to Republic Act No. 10173, also known as the Data Privacy Act of 2012 (DPA), its Implementing Rules and Regulations (IRR), and relevant issuances of the National Privacy Commission (NPC).
2. Client agrees to: (i) provide all required disclosures to its end users, if necessary, and obtain any necessary rights, releases, and consents from Data Subjects to allow the YAHSHUA Solution to be used for the ABBA Service/Subscription and to permit Client Data to be collected, used, and disclosed in the manner contemplated by this Agreement; (ii) respond to any Data Subject requests relating to their Personal Data; and (iii) use the YAHSHUA Solution for the ABBA Service/Subscription in compliance with all applicable laws.
3. ABBA shall implement appropriate physical, technical, and organizational security measures designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Client Data processed in connection with the ABBA Service/Subscription.
4. Upon becoming aware of a Data Breach affecting Client Data, ABBA will: (i) promptly take measures designed to remediate the Data Breach; and (ii) notify Client without undue delay. Client is solely responsible for complying with Data Breach notification requirements applicable to Client. ABBA’s notice of or response to a Data Breach under this Section 11 will not be an acknowledgment or admission by ABBA of any fault or liability with respect to the Data Breach.

12. Disclaimers

1. The YAHSHUA Solution for ABBA Service/Subscription and related services are provided 'as is' and on an 'as available' basis. ABBA makes no other warranties regarding the accuracy, reliability, or completeness of the YAHSHUA Solution, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or non-infringement. ABBA makes no representation, warranty, or guarantee that the YAHSHUA Solution will meet Client’s requirements or expected results. The disclaimers in this Section will apply to the maximum extent permitted by applicable law, and any statutorily required warranties under applicable law, if any, will be limited to the shortest period and maximum extent permitted by applicable law.

13. Liability

1. To the maximum extent permitted by applicable law, in no event will either Party be liable for any loss of use, lost or inaccurate data, interruption of business, lost profits, costs of delay, reputational harm, or any indirect, special, incidental, cover, reliance, or consequential damages of any kind, however caused, even if informed in advance of the possibility of these damages.
2. Neither Party shall be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, riot, war, act of terrorism, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
3. ABBA’s total liability will not, in aggregate, exceed the amount actually paid or payable by Client to ABBA for the ABBA Service/Subscription or related services in the twelve (12) months preceding the claim. This limitation does not apply to: (i) defense costs and damages payable by an indemnifying party to third parties under Section 14; and (ii) the Client’s payment obligations as expressly provided in this Agreement.
4. Notwithstanding the foregoing, none of the limitations in this Section 13 excludes either Party’s liability for fraud or for death or personal injury to the extent caused by a Party’s negligence.
5. Each Party acknowledges and agrees that this Section 13 is a fundamental basis of the bargain and a reasonable allocation of risk between the Parties and will survive and apply to any claims arising out of or related to this Agreement, the YAHSHUA Solution, the ABBA Service/Subscription, or any related services, regardless of the theory of liability, even if any limited remedy in this Agreement is found to have failed of its essential purpose.

14. Indemnification

1. Client agrees to defend ABBA from and against any third-party claim resulting from its use of the YAHSHUA Solution. Client will indemnify and hold ABBA harmless from any damages and costs awarded against ABBA or agreed upon in settlement by Client, including reasonable attorney’s fees, that result from these third-party claims. Client must not settle any claim without ABBA’s prior written consent if the settlement would require ABBA to admit fault, pay amounts that Client must pay under this Agreement, or take or refrain from taking any action. ABBA may participate in a claim through counsel of its own choosing at its own expense, and Client and ABBA will reasonably cooperate on the defense.

15. Termination

1. ABBA may suspend Client’s access to the YAHSHUA Solution if Client fails to pay amounts due within thirty (30) days from notice by ABBA.
2. ABBA may also suspend Client's access to the YAHSHUA Solution if it determines that suspension is necessary to prevent harm or liability to other clients or third parties, or to preserve the security, stability, availability, or integrity of the YAHSHUA Solution, due to proven unlawful actions of Client that it did not eliminate, even after receipt of written notice by ABBA thirty (30) days prior to the suspension.
3. Either Party may terminate this Agreement if the other Party: (i) fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice; or (ii) becomes insolvent, bankrupt, or enters into liquidation.
4. Upon termination, Client’s license rights will cease, and it must: (i) discontinue using the YAHSHUA Solution; and (ii) return and delete any and all copies of any documentation, access credentials, and any other Confidential Information of ABBA and its affiliates in Client’s possession, custody, or control.
5. Section 10, 12, 13, and 14 of this Agreement shall survive the termination of the engagement and continue to be binding upon the Parties.

16. Contact Person

1. ABBA will send notices to Client’s contact person specified in the Proposal or Service/Subscription Agreement.
2. Client must send any notices under this Agreement, to ABBA’s contact person specified in the Proposal or Service/Subscription Agreement.
3. Any notice or communication under this Agreement must be in writing. ABBA may also provide operational notices regarding the ABBA Service/Subscription or other business-related notices through conspicuous posting of the notice on ABBA’s websites or the YAHSHUA Solution. Each Party consents to receiving electronic notices. ABBA is not responsible for any automatic filtering that Client or its network provider may apply to email notifications.

17. Miscellaneous

1. The Parties to this Agreement are independent contractors, and it does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither Party can bind the other or take on obligations on behalf of the other Party without prior written consent.
2. This Agreement is governed by Philippine laws, without regard to choice or conflict of law rules. Any disputes related to this Agreement shall be exclusively resolved in the courts of Cagayan de Oro City, and both Parties submit to the personal jurisdiction of these courts.
3. This Agreement is the complete agreement between the Parties regarding the subject matter herein and supersedes any and all related prior oral or written discussions, understandings or agreements.
4. If there is any inconsistency between this Agreement and the Proposal or Service/Subscription Agreement, the Proposal or Service/Subscription Agreement shall prevail.
5. The Parties agree that this Agreement in electronic format and the use of electronic signatures shall be deemed valid, enforceable, and legally binding, having the same force and effect as a paper agreement.
6. This Agreement can only be changed with the mutual written consent of the Parties.
7. Failure of ABBA to enforce any provision of this Agreement doesn't constitute a waiver of the right to enforce it.
8. No provision of this Agreement confers any right upon any third party to enforce its terms.
9. Neither Party can assign or transfer this Agreement or any rights or obligations under it without the other Party’s written consent.
10. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

If you have any questions about this Agreement, please contact us at dpo@abba.works.

Thank you for using the YAHSHUA Solution!

Date last updated: 31 January 2024