Terms and Conditions

1. Definitions and Interpretation

In this Agreement, the following terms have the meanings set out below:

• Affiliate — any entity controlling, controlled by, or under common control with another entity.
• Agreement — this document and its schedules, as amended in writing by the parties.
• Business Day — a day when banks are open for business in the Philippines.
• Commercial Terms and Conditions — the agreed terms forming part of this Agreement.
• Confidential Information — information designated confidential or proprietary, including subscriber data, contact details, billing information, trade secrets, and business plans.
• Driver — a third-party individual who bids for and completes Hitch job assignments.
• Logistic Provider — a third-party logistics service provider cooperating with Hitch for the delivery of goods.
• Data Processor — a person processing Personal Data solely on behalf of the Data User.
• Data User — a person processing Personal Data or controlling its processing.
• Disclosing Party — the party disclosing Confidential Information.
• End User — the person or entity requesting a delivery service through the Hitch App.
• Force Majeure — causes beyond reasonable control affecting performance (acts of God, riots, war, national emergency, epidemics/pandemics excluding COVID-19, statutory changes).
• Intellectual Property Rights — patents, trademarks, copyrights, designs, know-how, trade secrets, and related rights worldwide.
• Hitch App — the mobile application matching End User requests with Drivers or Logistic Providers.
• Goods/Items — the products that enable End Users to use Drivers and Logistic Providers for delivery.
• Client — the party selling goods, food, beverages, or operating as a retailer/wholesaler for the Hitch App.
• Personnel — directors, officers, employees, agents, and independent contractors.
• Personal Data — personal data under the Data User's control for which the Data Processor provides services.
• Online Payment Feature — the authorized platform for electronic payments.
• Services — as defined in Clause 4.
• Service Fee — as specified in the Commercial Terms and Conditions.
• Term — the Agreement period per Clause 3.1.
• Territory — the Republic of the Philippines and its territorial waters.
• Third Party Claim — a legal action commenced or threatened by a non-government third party.

2. Entire Agreement

2.1 This Agreement constitutes the entire understanding between the Parties and supersedes prior agreements, understandings, inducements, or conditions (express or implied, oral or written), except as stated in any attachments.

2.2 The Client acknowledges having read and agreed to the applicable Terms of Service for Transport, Delivery, and Logistics as referenced on Hitch's website, which may be updated periodically and form an integral part of this Agreement.

3. Term

3.1 This Agreement takes effect from the execution date and continues until terminated in writing by either Party.

4. Scope of Services

4.1 Hitch appoints the Client as: (i) a Hitch restaurant partner; and/or (ii) a Hitch retail partner; and/or (iii) a Hitch wholesale partner, enabling Hitch to accept orders on behalf of the Client from End Users (the "Services").

4.2 The Services are limited to:

1. Referring End Users to the Client;
2. Accepting orders and payments from End Users per Hitch specifications;
3. Passing payments and orders to the Client per Hitch methods, accounting for the agreed Service Fee;
4. Offering a Cash on Delivery feature where the Logistic Provider and Client collect directly from the End User.

4.3 Hitch may change the Services or suspend them without notice.

4.4 The Client agrees to: open and maintain cooperation with Hitch-authorized persons/entities for payment facilitation; grant consent for authorized entities to collect Service Fees or related fees by direct fund deduction; hold harmless authorized entities for such deductions; and allow Hitch to share transaction data and Personal Data with authorized entities solely for Online Payment Feature purposes.

5. Performance of Services

5.1 Hitch's Obligations

1. Present on the Hitch App the range of goods/items or limitations, food & beverage products, retail products, or wholesale products per Client communication;
2. Upon receiving orders, communicate order details to the Client for preparation; the Driver collects and delivers orders, collecting payment from the End User;
3. To maintain its reputation, reserve the right to terminate the Client relationship upon repeated bad reviews or complaints of unfulfilled orders.

5.2 Client's Obligations

1. Provide all necessary information including products, logo, images, menu, prices, and company identity (for small businesses: owner's full name and legal address; for corporations: company name, registered address, trade name, authorized signatory, TIN). Communicate relevant changes immediately and verify published information, notifying Hitch of mistakes, inaccuracies, or price changes;
2. Guarantee all published information satisfies legal requirements and End User protection standards (Hitch need not publish offerings until all relevant information is received);
3. Guarantee provided information does not violate third-party Intellectual Property Rights;
4. Process orders with reasonable care immediately upon End User submission and maintain availability of advertised products;
5. Guarantee provided products are of good quality and safe for consumption; the Client bears personal responsibility and legal liability for defective, damaged, or spoiled products, or those causing loss or injury to End Users, releasing Hitch from related claims;
6. Notify Hitch within 5 minutes if unable to fulfill an order so Hitch can notify the End User immediately;
7. Adhere to the product range and prices as provided to Hitch and described on the Hitch App;
8. Guarantee retail products, food, and beverages are high quality, with storage, production, and preparation complying with relevant safety regulations; notify Hitch of any authority-identified violations;
9. Guarantee possession of all licenses required by prevailing laws and the absence of ongoing criminal, bankruptcy, or tax proceedings, or outstanding penalties;
10. Maintain updated product range, prices, and associated terms and conditions;
11. Pay the Service Fee to Hitch per the specified method;
12. Provide a reasonable penalty fee if the Service Fee payment is not made by the due date;
13. Acknowledge and agree that a Driver may batch multiple orders for trip efficiency;
14. Agree that Hitch may reduce the Service Fee per the Commercial Terms and Conditions for Client profitability upon prior notification.

6. Service Fee and Payment Obligation

6.1 In consideration of the Services, the Client shall pay Hitch the Service Fee. The Client may not charge service charges to End Users.

6.2 The Client agrees to pay all costs and expenses related to its payment obligations, including promotion and campaign costs per Hitch specification, via a Hitch account, the Online Payment Feature, or other Hitch-authorized channels.

6.3 The Client bears all costs (admin fees, transfer fees, etc.) connected with transfers via the Online Payment Feature or other authorized channels to the Client's personal account.

7. Ownership and Rights

7.1 Each Party warrants being the legal licensee of all Intellectual Property Rights used under this Agreement, free from infringement or third-party violation, with no other party claiming ownership.

7.2 All reports, specifications, and documents compiled or prepared during this Agreement, including materials produced for the Services and any derived Intellectual Property Rights, become the absolute property of the relevant Party; such Intellectual Property Rights remain vested in the relevant Party.

7.3 Each Party warrants not using the other Party's trademark for marketing or promotional activities without prior written consent, except as conducted under this Agreement.

8. Costs and Stamp Duty

8.1 All preparation and completion costs, including legal costs and stamp duty, are borne equally by the Parties, provided such costs are agreed in advance.

9. Representations and Warranties

9.1 Each Party warrants:

1. Having the capacity and power to enter, perform, and comply with the Agreement obligations;
2. The Agreement is valid, binding, and enforceable per its terms;
3. Execution and performance do not violate applicable laws or any binding agreement;
4. Not being in default of any bound agreement with material adverse effect on financial condition or ability to perform, with no pending or threatened actions similarly affecting performance;
5. Complying with and owning all mandatory licenses, with authorized representatives.

9.2 Representations and warranties continue throughout the Agreement's subsistence. Each Party bears its respective risk and legal consequences if its representations prove incorrect; outstanding Service Fees remain due; and each Party shall promptly notify the other of any warranty becoming untrue.

10. Termination and Suspension

10.1 Either Party may terminate upon a material breach by the other Party if not cured within 2 days of notice.

10.2 Either Party may terminate by giving 30 days' written notice prior to the effective termination date.

10.3 Hitch may immediately terminate or temporarily suspend the Services upon written notice if: (a) Hitch suspects unlawful, illegal, or fraudulent acts by the Client or its employees/agents; (b) the Client repeatedly receives bad reviews or complaints of unfulfilled orders; or (c) the Client violates food safety or related restaurant regulations.

10.4 Either Party may terminate with 30 days' written notice. Either Party may terminate immediately upon written notice if the other violates Agreement provisions, terminates/suspends business, enters bankruptcy/insolvency, or becomes subject to laws/regulations preventing performance.

10.5 Termination does not relieve or limit obligations, responsibilities, and liabilities accruing before termination.

11. Indemnity

11.1 The Client agrees to defend, indemnify, and hold harmless Hitch, its assets, subsidiaries, Affiliates, agents, directors, officers, employees, and assignees from claims, damages, costs, judgments, losses, or expenses (including attorneys' fees) arising from matters outside Hitch's control, including product quality, food/beverage service quality, restaurant safety/hygiene, and Third Party Claims arising from the Client's violations of law.

11.2 Neither Party shall be liable to the other for loss of profit, goodwill, business opportunity, anticipated savings, or indirect/consequential damages.

11.3 Hitch cannot guarantee the Services are free from malfunctions but will exercise reasonable endeavors to resolve issues.

12. Confidentiality

12.1 Each Party keeps Confidential Information confidential and does not disclose or use it except for performing Agreement obligations. This does not apply to publicly available information and ceases to apply when the information becomes public other than through a breach.

12.2 The receiving Party may disclose Confidential Information to: (a) its directors and employees to the extent necessary for duty performance, instructed to maintain confidentiality; and (b) external auditors, lawyers, and professional advisers contractually bound by equivalent confidentiality provisions.

12.3 Confidentiality obligations endure 3 months after Agreement expiry or until the information enters the public domain.

13. Personal Data

13.1 Both Parties comply with their respective Data User and Data Processor obligations under applicable laws regarding Personal Data related to this Agreement.

14. Force Majeure

14.1 Both Parties are released from obligations and from work delays caused by Force Majeure events — unforeseeable, inevitable circumstances beyond reasonable control, including epidemics/pandemics (excluding COVID-19), natural disasters, war, rebellion, sabotage, riots, or governmental laws directly affecting performance.

14.2 A Party delayed or prevented from performing due to Force Majeure must promptly notify the other Party in writing.

14.3 If the affected Party fails to notify, it bears all resulting losses, risks, and consequences.

14.4 If Force Majeure continues beyond 60 calendar days and good-faith negotiations yield no resolution, either Party may terminate by written notice.

15. Severability

15.1 Invalid or unenforceable provisions do not prejudice or affect the validity of the remaining Agreement.

15.2 If a final court judgment or government order makes performance of the Agreement impossible, the Parties shall promptly use reasonable endeavors to agree to amendments ensuring compliance.

16. Variation

16.1 Hitch reserves the right to modify the general terms and conditions without Client consent. Hitch shall notify the Client of changes via email, giving the Client 2 weeks to object.

16.2 Client terms and conditions are not part of this Agreement unless Hitch expressly agrees in writing.

17. Assignment

17.1 Hitch may assign all or part of this Agreement, or its rights and obligations, to any Affiliate that can sufficiently execute the Agreement obligations.

18. Notices

18.1 All notices, demands, and communications are in writing and delivered personally, by email, registered post, or fax per the Commercial Terms and Conditions specifications.

18.2 A Party changing its address must inform the other Party at least 3 Business Days before the change's effective date.

18.3 Notices are deemed duly served: (a) if hand-delivered, on the actual delivery day per receipt; (b) if by facsimile, on the transmission day per a transmission report confirming full, error-free receipt; and (c) if by registered post, 3 days after posting. Any notice received on a non-Business Day or after business hours is deemed received the next Business Day.

19. Governing Law & Jurisdiction

19.1 This Agreement is governed by Philippine laws.

19.2 Disputes are filed exclusively in the proper Quezon City courts, to the exclusion of other venues/jurisdictions.

20. Driver as Third-Party Independent Contractor

20.1 The third-party Driver agreement, stipulating the Driver's provision of ordered goods/items to the Client's End User, constitutes an independent agreement between the End User and the Driver, who is not a Hitch employee or agent.

20.2 Hitch provides no transportation services and is not responsible for a Driver's actions, negligence, failure, lateness, or service rejection. Regarding Cash on Delivery, Hitch and its Affiliates are not responsible for losses from this payment method; losses/damages are entirely the Driver and End User's responsibility with third parties.

20.3 Hitch does not guarantee a Driver's safety, reliability, compatibility, or capability during delivery; the Client holds Hitch harmless from responsibility, claims, causes, or damages arising from the delivery service.

20.4 The Client shall not cause a Driver to assert claims or take actions: (a) adversely affecting the validity or enforceability of the Hitch App's Intellectual Property Rights; (b) harming, misusing, disreputing, or adversely affecting the Hitch App's rights/interests; or (c) obtaining registrations or challenging the validity of the Hitch App's ownership/rights.