Thank you for doing business on Bigmk.ph Online Buy and Sell platform. This Service Agreement covers the terms and conditions on which both parties (Seller & BigMK) should follow to maintain mutual trust among all its users.  This Agreement also describes various limitations and authority of Bigmk.ph with respect to online transactions done on its platform.  Kindly read through this Service Agreement carefully!

1. Application and Acceptance of Terms

1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Seller” hereinafter) and the BigMK entity listed below (“Bigmk.ph”or “we”) for use of BigMK’s certain transaction services as described below.

1.2 Transactional Terms. Bigmk.ph provides an online buy and sell platform and ancillary services (“Transaction Services”) on its platform which allow registered members of Bigmk.ph to conclude online transactions for products within the Bigmk.ph mobile app and website subject to the terms of this Agreement. Bigmk.ph may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Bigmk platform which are also incorporated into this Agreement by reference (“General Terms”).   The General Terms include without limitation:
·        Terms of Use;

·        Product Listing Policy;

·        Privacy Policy; and

·        Intellectual Property Right (IPR) Protection Policy

1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and,to the extent as applicable, and the Bigmk.ph Supplemental Services Agreement, form a legally binding agreement between you and Bigmk.ph in relation to your use of its online buy and sell platform.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.

1.5 Amendments. Bigmk.ph may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the website.  The amended terms shall be effective immediately upon posting.  We will do our best to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of Bigmk.ph.

1.6 Additional Terms.  In some cases, you may be required to additionally enter into a separate agreement with Bigmk.ph or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.

1.7 Buyer Membership Services.   This Agreement does not affect your agreement with us or any of our affiliates concerning your use of the "Buyer" services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

2. Transaction Services

2.1 Bigmk.ph's Transaction Services are designed to facilitate registered Sellers on its platform, accept and fulfill purchase orders for the provision of products online within its platform (“Online Transactions”), which may include certain services which will be either supported by (i) affiliate logistics companies or (ii) Seller's preferred logistics partners. Bigmk.ph reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Bigmk.ph further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Bigmk.ph.

2.2 Lawful Items.The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.2.  You shall not use the Transaction Services in connection with any Online Transaction that:

(a) may infringe Bigmk.ph's or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.

(b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy;

(c) may be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.

Bigmk.ph shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.2.

2.3  Refuse or Cancel Transactions.  Apart from clause 2.2, Bigmk.ph reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some cases may result in an Online Transaction being rejected or canceled includes where Bigmk.ph has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Bigmk.ph or any of our affiliates to liability.

2.4  Transactional Terms.  For any type of Online Transactions, Bigmk.ph may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

2.5 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction, Bigmk.ph shall have the full right and power to make a determination for such Dispute.  Upon receipt of a Dispute, Bigmk.ph shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that Bigmk.ph shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Bigmk.ph is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold Bigmk.ph and our affiliates liable for any material which is untrue or misleading.

2.6  Limitation Period.  In any event, you may not make any claim against Bigmk.ph or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
2.7  Injunctive Relief.  Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

2.8  Powers of Bigmk.ph.  you expressly acknowledge and agree that Bigmk.ph shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller.  You also acknowledge that this Agreement and the Transactional Terms may not cover all issues that may arise in connection with an Online Transaction.  You agree and accept that Bigmk.ph shall have the right to modify or supplement the Transaction Terms.  You further agree and accept that Bigmk.ph shall have the right to make determinations wherever Bigmk.ph considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.

3. Transactions between Sellers and Buyers
3.1  Seller and Buyer.  For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) under an Online Transaction.
3.2  Online Order.  Seller and Buyer shall enter into an Online Transaction for products by completing, submitting and accepting an order online using the applicable standard order form on the Bigmk.ph platform.  Seller and Buyer yourselves shall be responsible for ensuring that you have agreed         to, and specified, all the relevant terms and conditions for the products in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc.   Bigmk.ph may refuse to process or cancel any Online Transaction which in         Bigmk.ph's reasonable opinion, has insufficient information to constitute a binding contract.
3.3  Online Transactions Subject to This Agreement.  An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms.  Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the         relevant Transactional Terms and this Agreement.  Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.
3.4  Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only.   Despite that Bigmk.ph provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, Bigmk.ph shall not be considered as a         party to the Online Transaction.  Bigmk.ph does not represent Seller or Buyer in any Online Transaction.  Bigmk.ph will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to         complete any Online Transaction.  You agree that you will not hold Bigmk.ph and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online         Transaction by the other party to the transaction.
3.5  Payment of Contract Price.  For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through Seller's preferred payment methods.  
        In case of Cash On Delivery orders processed through Bigmk's affiliate Logistics Companies, the relevant funds shall be transferred to the Seller's account or whichever method Bigmk's affiliate and Seller have agreed to.

3.6  Payment Methods.  Please note that the payment methods available on the Bigmk.ph platform are configured by none other than you the Seller upon setting up your Bigmk Online Shop.
3.7 Third Party Vendors.  You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc.   Some of such third party vendors         may be partners of Bigmk.ph and thus designated by Bigmk.ph to you.  Among such designated partners, you may be required to agree and accept the terms and conditions of their services online.

        Notwithstanding the foregoing circumstances, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Bigmk.ph and our affiliates and agents liable for any losses, damages, claims, liabilities,         costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Bigmk.ph Terms of Use and Privacy Policy.

4. Bigmk.ph  Service Fees

4.1 Bigmk will not charge any amount or service fees while utilizing the services offered within its platform.  However, please note that Bigmk.ph reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the platform.  

5. Seller’s Responsibilities

5.1 Provision of Information and Assistance.  You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Bigmk.ph provision of the Transaction Services.  If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Bigmk.ph shall not be liable for any loss or damages arising from such default.

5.2   Representations and Warranties.  You represent and warrant that:
(a)  you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing；
(b)  all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c)  you will not use the Transaction Services to defraud Bigmk.ph, our affiliates, or other members or users of the Bigmk.ph platform or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and
(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and
(e)   in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

5.3 Breaches. If you are, in Bigmk.ph’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Bigmk.ph shall have the right to cancel the relevant Online Transaction(s).  Bigmk.ph also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of free membership on the Bigmk.ph platform.  Bigmk.ph also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Bigmk.ph for a prescribed period determined by BIgmk.ph, or permanently terminate the use of your Bigmk.ph Seller account.  BIgmk.ph may also publish the findings, penalties and other records regarding the breaches on the Bigmk.ph platform.

5.4 Obligations to Pay Taxes.  You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products purchased or supplied under or in connection with the Online Transactions.

5.5 Feedback System.  You shall not take any action which may undermine the integrity of Bigmk.ph’s feedback system, such as providing positive feedback on oneself on the Bigmk.ph platform using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Bigmk.ph platform

5.6 Indemnification by Member.   You agree to indemnify Bigmk.ph and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement.  Bigmk.ph reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Bigmk.ph in asserting any available defenses.

6. Confidentiality
6.1  Confidential Obligations.  You shall keep confidential all confidential information provided by other members of the Bigmk.ph platform in connection with any Online Transaction or the Transaction Services.
6.2  Confidential Information.  All information and material provided by another member of the Bigmk.ph platform will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

7. Disclaimer and Limitation of Liability
7.1 No Warranty.  You expressly agree that your use of the Transaction Services is at your sole risk.  TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND BIGMK.PH MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.   BIGMK.PH MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE BIGMK.PH PLATFORM.  YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION.  BIGMK.PH AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, BIGMK.PH SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.

8. Force Majeure
8.1 Force Majeure. Under no circumstances shall Bigmk.ph  and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

9. Notices
9.1 Notices.  Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Bigmk.ph platform.  Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.   Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing.  

General Provisions
10.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Bigmk.ph with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
10.2  Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
10.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.4 No Waiver. Any failure by Bigmk.ph and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.
10.5 Assignment. BIgmk.ph shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  BIgmk.ph may delegate certain of Bigmk.ph rights and responsibilities under this Agreement to independent contractors or other third parties.  You may not assign, in whole or part, this Agreement to any person or entity.