Ayala Enterprise Circle (“AEC”) Terms of Service and Conditions

Please read these Terms of Service and Conditions (the “Agreement”) carefully before accessing or using (i) the AEC website (the “Website”) with all its contents and such other new features that may be added subsequently to the Website, and (2) the various services made available through the Website, including but not limited to those set forth in paragraph 2(i) of this Agreement (collectively, the “Service”). For purposes of this Agreement, the words “you” and “your” shall also refer to and include the company/business entity you are representing and which is the entity on whose behalf you have registered and/or effectively signed up as member of AEC, as may be applicable. It is understood that upon your submission of the registration form to AEC electronically, you agree to be bound by all the terms and conditions set forth below. Should you not accept these terms and conditions, you will not be able to access or use the Services. Ayala Group Club, Inc. or its assignee or successor-in-interest, may, at any time, revise this Agreement, and such revisions shall be effective immediately upon posting on the website. Your continued access or use of the Service shall be deemed to be your conclusive acceptance of the Agreement and its revisions, if any.

  1. USE OF THE SERVICE

    You understand that, except for information, products, or services clearly identified as being supplied by Ayala Corporation and/or its subsidiaries, affiliates or associates as well as their investee companies (collectively, the“Ayala Group”), the Ayala Group does not in any way operate, control, or endorse any information, products, or services on the Website. Except for the Ayala Group’s identified information, products, or services, all other information, products, and services offered through the Service or on the Internet generally are offered by third parties that are not affiliated with the Ayala Group.

    You understand that Ayala Group Club, Inc. cannot and does not guarantee or warrant that files available for downloading through the Service will be free of infection or viruses, worms, Trojan horses, malware, or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Service for the reconstruction of any lost data. You therefore assume total responsibility and risk for your use of the Service and the Internet.

    You understand that the Internet contains unedited materials, some of which may be offensive to you. You further understand that Ayala Group Club, Inc. has no control over and accepts no responsibility whatsoever for such materials. You may access such materials at your own risk.
    Ayala Group Club, Inc. does not make any express or implied warranties, representations, or endorsements whatsoever with regard to the Service, any merchandise, information, or service provided through the Service or on the Internet generally, and as such, Ayala Group Club, Inc. shall not be liable for any warranty claim and/or any cost or damage arising either directly or indirectly from any such use or availment. It is solely your responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services, merchandise, and other information provided through the Service or on the Internet generally.

    Ayala Group Club, Inc. does not warrant that the Service will be uninterrupted or error-free or that defects in theService will be corrected. The Service and any software made available on the Service are provided on an “asis, as available” basis.

    In no event shall Ayala Group Club, Inc. be liable for:

    a. any and all damages including but not limited to, direct, indirect, incidental, or consequential damages including but not limited to loss of profits or loss of business (even if previously apprised thereof) arising out of the use of or inability to use the Service or any information, or transactions provided on the Service or downloaded or hyper-linked from or to the Service even if Ayala Group Club, Inc. or its representatives have been advised of the possibility of such malfunction/breakdown of the Service; or

    b. any claim attributable to errors, omissions, or other inaccuracies in the Service and/or materials or information downloaded through or hyper-linked from the Service.

  2.  MEMBER CONDUCT

    As a condition of your use of the Service:

    (i) you are required to create an account with a unique user identification and password and to provide your complete name, your contact number, your affiliation or relationship with the business entity you are registering, your birthdate, and your company profile (consisting of business name, business entity government identifier (such as, identification numbers with the relevant government entity), industry classification of the business entity, business entity’s contact number, business entity’s email address, business entity’s office address, business entity’s size (i.e. number of employees) as well as identifiers within the Ayala Group including, but not limited to, the business entity’s BPI account number, or the business entity’s Globe account or mobile number).

    (ii)  you warrant that, in case of any change in the submitted information, including information pertaining to your duly authorized representatives or the company/business entity you represent and on whose behalf you have registered and/or signed up as member of AEC, when applicable, you shall immediately update your account details; otherwise, communication sent to the last correspondence details and to the last identified contact person shall be deemed to have been received by you and shall be conclusive and legally binding on you.

    (iii)  you warrant to Ayala Group Club, Inc. that you will not use the Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Service is provided primarily for the benefit of companies with or intending to have a commercial relationship with the Ayala Group;

    (iv)  you agree to abide by all applicable laws and regulations and are solely responsible for all acts or omissions that occur through the use of your account or password, including the content of your transmissions through the Service;

    (v)  you represent that you possess the legal capacity, right and ability to enter into this Agreement, and you are a representative of the company identified in the company profile with full authority to legally bind said company/business entity for purposes of this Agreement, and that the legal capacity and authority stated herein shall remain valid and effective unless and until otherwise duly communicated to Ayala Group Club, Inc. via Ayala Enterprise Circle and which communication Ayala Group Club, Inc. via Ayala Enterprise Circle has acknowledged; and

    (vi)  you represent and warrant that any and all information you provide are true and correct.

    You agree that Ayala Group Club, Inc. may, at its sole discretion, terminate your membership in AEC and restrict you from continuing to use the Service, should you be found to have violated any of your obligations and representations and warranties under this Agreement.

  3. DATA USE AND PROCESSING

    A. Scope

    As customers, suppliers and their authorized representatives (“Data Subjects”) of Ayala Group, you acknowledgethat your participation in AEC may involve the processing of Personal Information and Sensitive Personal information as defined in Section 3 of Republic Act No. 10173 or the Data Privacy Act of 2012 (DPA) (collectively,“Personal Data”) that you provide to us when you sign up for AEC and use our services more particularly describedin our Terms of Service (our “Services”).

    B. Personal Data We Collect

    We collect Personal Data to provide our Services, to communicate with you, or to make our Services better.

    We collect information, including Personal Data, in three ways: if and when you provide information to us, automatically through operating our Services, and from outside sources.

    Information You Provide Us

    When you register for our Services, you need to provide data including your name, e-mail address, contact number, relationship to the company (for corporate accounts) and birthdate. We also collect information that may not be personal in nature relating to the business including relevant company data such as company name, company website, and business entity government identifiers, such as the Tax Identifier Number (TIN) of the business, SEC Registration Number or DTI Registration Number of the business, as well as identifiers within the Ayala Group including, but not limited to the business’ BPI account number and its Globe account or mobile number.

    When you submit to us your company/business data, you represent and warrant that: (1) consent has been obtained from such company/business entity in accordance with this consent form and our Terms of Service; (2) that you have been designated as having the authority to perform acts on behalf of the company/business entity including the authority to give instructions and to sign documents electronically; (3) that you have been duly authorized to submit the same to us for purposes stated herein; and (4) that the company/business entity you represent shall be legally bound by your actions hereunder.

    For the avoidance of doubt, “consent” is used herein to refer to your consent, and to the consent of the representatives of the company/business entity and of the company/business entity itself you are representing and on whose behalf you have registered and/or signed up as member to avail of our Services, as may be applicable.

    Information We Collect Automatically

    We also collect some information automatically through our Services, including:

    • Log Information: This includes data on the way you use our services, such as the web pages you visit, thetime and date of your visit as well as your internet protocol (IP) address.

    • Device and browser information: This includes data on your device and browser specifications, such as thetype of operating system and version, browser type, and language settings.

    • Location Information: This includes the approximate location of your device from your IP address andinformation about your precise location via geotags in images you supply.

    • Cookie information: This includes our use cookies and other technologies to help us identify and track visitors, usage, and access preferences for our Services.

    Information We Collect from Other Sources

    We may also obtain other information, including Personal Data, from third parties and combine that with information we collect through our Services.

    C. How We Use Your Data

    We may collect, use, disclose and/or process your Personal Data for one or more of the following purposes:

    • To provide our Services, including, but not limited to, setting up and maintaining your account, processing and completing transactions, providing customer service and support, connecting you with AEC partners and otherAEC members, providing you with promotions from across the Ayala Group and AEC partners, or as may be reasonably necessary to fulfil our AEC service obligations.

    • To further develop and improve our Services, e.g., by adding new features that we think our users will enjoy or will help them use our Services more effectively;

    • To monitor and analyze trends and better understand how users interact with our Services, which helps us improve our Services and make them easier to use;

    • To measure, gauge, and improve the effectiveness of our advertising, and better understand user retention and attrition–for example, we may analyze how many individuals purchased a plan after receiving a marketing message or the features used by those who continue to use our Services after a certain length of time;

    • To monitor and prevent any problems with our Services, protect the security of our Services, detect and prevent fraudulent transactions and other illegal activities, fight spam, and protect the rights and property of the Ayala Group and others, which may result in us declining a transaction or the use of our Services;

    • To communicate with you, for example through an email, about offers and promotions offered by AEC and others we think will be of interest to you, solicit your feedback, or keep you up to date on AEC and our products;

    • To personalize your experience using our Services, provide content recommendations, target our marketing messages to groups of our users (for example, those who have a particular plan with us or have been our user for a certain length of time), and serve relevant advertisements;

    • To comply with the requirements of the law and legal proceedings, such as court orders and legal obligations;

    • To be used potentially to improve the Know Your Customer process by the Ayala Group;

    • To create a business directory listing all AEC-registered business enterprises for dissemination

      within theAyala Group and among the AEC members;

    • To develop a community and/or organization of business enterprises; and

    • For other legitimate business purposes.

    D. Sharing of Information Collected

    In line with the aim of AEC to connect SMEs to potential partners, suppliers, experts and mentors, you acknowledge that your Personal Data, including those pertaining to other representatives of the company that you represent aswell as any information relating to the company/business entity which may be provided or submitted to us from time to time for the purposes stated herein, may be shared by us to enable us to perform our obligations under ourTerms of Service and on the basis of our legitimate interest (“Shared Personal Data and Other Information”).

    Sharing within the Ayala Group

    Your Personal Data may be shared within the Ayala Group by granting an access right to servers, databases, or storage devices where all or some of the Shared Personal Data and Other Information are stored and encrypted against unauthorized access. Electronic and/or physical copies of all or some of the Shared Personal Data and Other Information can also be sent or delivered to the members of Ayala Group. The Shared Personal Data and Other Information may likewise be used to contact you about any matter, including updates, future events, promotions and benefits, and to create your profile should you choose to avail any of the programs, services, promotions and benefits being offered.

    In order to facilitate the provision of the Services, you and/or the company you are representing herein agree thatAGCI or its assignee or successor-in-interest may also collect and obtain from Bank of the Philippine Islands (BPI)relevant information about you and/or the company you are representing such as, where applicable, your company profile, BPI relationship status and credit profile (“BPI Profile Information”). For this purpose, you and/or the company you are representing herein expressly authorize BPI, from time to time, to disclose and share to AGCI or its assignee or successor-in-interest your BPI Profile Information as appearing in BPI’s records, and for AGCI or its assignee or successor-in-interest to process and use your updated BPI Profile Information obtained from BPI in accordance with these Terms and Conditions.

    Sharing with other SMEs and Independent Contractors

    We may share your Personal Data including the Shared Personal Data and Other Information with the following third parties to enable us to deliver our Services: Ayala Group partners, suppliers, distributors or resellers for further follow-up related to your interests, AEC partners and other AEC members that offer complementary products and services.

    Sharing with Third Parties

    We may share Personal Data, including the Shared Personal Data and Other Information, with the following third parties for a business purpose:

    • Third-party service providers (for example, analytics providers, website management, information technology and related infrastructure provision, customer service, e-mail delivery, auditing, and other similar service providers) in order for those service providers to perform business functions on behalf of the Ayala Group;
    • Relevant third parties in the event of a reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings);
      As required by law, such as to comply with a subpoena or other legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to government requests, including public and government authorities outside your country of residence, for national security and/or law enforcement purposes.

    E. Protection of Personal Data and Other Information

    Ayala Group shall take appropriate measures to prevent risks of unauthorized access to your Personal Data, the Shared Personal Data and Other Information including implementation of appropriate physical, technical and organizational measures in compliance with the requirements of applicable privacy laws and regulations.

    When third parties are given access to Personal Data, including the Shared Personal Data and Other Information, we will take appropriate contractual, technical and organizational measures designed to ensure that personal information is processed only to the extent that such processing is necessary, consistent with our Privacy Policy, and in accordance with applicable law.

    F. Data Retention and Disposal

    Your Personal Data, including the Shared Personal Data and Other Information, shall be retained only for as long as is necessary for the fulfillment of the declared, specified, and legitimate purposes provided above, or when the processing is relevant to such purposes, strictly in accordance with our records retention policy but should not exceed a period of five (5) years, unless extended by another agreement. After which, your Personal Data, including the Shared Personal Data and Other Information shall be disposed or discarded in a secure manner that would prevent further processing, unauthorized access, or disclosure to any other party or the public, or prejudice your interests.

    G. Your Rights as Data Subject

    i. The Right to be Informed – We honor your right to be informed of the purposes, scope and methods ofpersonal data processing involved in your registration for Ayala Enterprise Circle. Please note that we are constantly trying to improve and evolve the capabilities of Ayala Enterprise Circle to automate the validation, verification, and processing of Personal Data. This could involve changes to the purpose, scope and method of personal data collection and processing. To this extent, we shall endeavor to inform you of any such changes and, when necessary, ask you to review and accept supplemental terms covering new programs and services.

    ii. The Right to Object – You have the right to object to the further processing and disclosure of your personal data at any time. You shall be informed of any changes to the Terms and Conditions and your consent obtained thereto, when appropriate.

    iii. The Right to Suspend and/or Withdraw Consent Anytime – Whenever data processing is based on consent, you may suspend and/or withdraw your consent at any time. If you suspend and/or withdraw your consent, this will not affect the lawfulness of our collecting, using and sharing of your Personal Information up to the point in time that you withdraw your consent. Even if you suspend and/or withdraw your consent, we may still use your information if we have other lawful bases for processing (e.g., fulfillment of contractual obligations and for legitimate business interests) and such information that has been fully anonymized and does not personally identify you.

    Unless duly communicated to us in writing and which communication we have acknowledged, the consent you have given upon registration shall remain in full force and effect, and shall continue to authorize us to process your Personal Data, including the Shared Personal Data and Other Information, for purposes stated herein. Suspension and/or withdrawal of consent shall not be presumed from non- use of our Services for any length of time.

    iv. The Right to Access, Correction and/or Blocking – You have the right to request for a copy of any of your Personal Data processed under these Terms and Conditions. We may charge you reasonable fees to defray the costs of reproduction of the Personal Data being processed. Furthermore, you have the right to have it corrected if you think it is inaccurate or incomplete, subject to the submission of sufficient proof.You have the right to suspend, withdraw or order the blocking, removal or destruction of your Personal Data should you: (a) discover that it is incomplete, outdated, false, unlawfully obtained, used for an unauthorized purpose, no longer necessary for the abovementioned purposes; (b) withdraw your consent thereto; or, (c) discover violations of your right as a data subject.

    H. Use of Cookies

    Ayala Enterprise Circle may from time to time implement identifiers that are transferred to your computer or mobile device that allow us to recognize your computer or device and tell us how and when the Services or website are used or visited, by how many people and to track movements within our website (“Cookies”) or other potential features that allow us or third parties to collect or share information that will help us improve our Site and the Services that Ayala Enterprise Circle will offer. We may link cookie information to your member profile. Cookies may also link to information regarding Services and/or products you have viewed or purchased. This information is used to keep track of your shopping cart, as an example, when we choose to launch more of our Services. We will use Cookies to also deliver content to deliver content specific to your interest and monitor website usage.

    Refusal to the use of cookies can be enabled by selecting the appropriate settings on your web browser. However, this may result to not being able to use the full functionality of the Site and our Services

    I. Google Analytics

    Ayala Enterprise Circle may utilize certain Google Analytics functions. Please see this link for how your data is collected and this link for instructions on how to opt-out of any Google Analytics data tracking.

  4. INDEMNIFICATION

    You agree to indemnify, defend, and hold free and harmless, the Ayala Group companies and their respective officers, directors, employees, agents and service providers, from and against all losses, expenses, damages, and costs, including reasonable attorneys` fees, resulting from any violation of this Agreement by you.
    You shall hold the Ayala Group companies and their respective officers, directors, employees, agents and service providers, free and harmless from suit or action arising from improper use or unlawful exposure of data, and unauthorized intrusion into the site by third parties.

  5. THIRD PARTY RIGHTS

    The provisions of paragraphs 1 (Use of the Service), and 3 (Indemnification) are for the benefit of the Ayala Group companies including Bank of the Philippine Islands, and their respective officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

  6. INFORMATION MADE AVAILABLE

    You understand that it is your sole responsibility to evaluate the accuracy, completeness, and usefulness of any opinion, advice, services, or other information provided on the Website. While the information provided on the Website is believed to be reliable when posted, the Ayala Group cannot guarantee that information will be accurate, complete, and current at all times. Furthermore, the information on the Website and the Service maybe changed or updated at any time without notice.

  7. DISCLAIMER

    The information, services, products, and materials contained in this website, including, without limitation, text, graphics, and links, are provided on an “as is” basis with no warranty. To the maximum extent permitted by law,Ayala Group Club, Inc. disclaims all representations and warranties, express or implied, with respect to such information, services, products, and materials, freedom from computer virus, and implied warranties arising from course of dealing or course of performance. In addition, Ayala Group Club, Inc. does not represent of warrant that the information accessible via this website is accurate, complete or current.

    Any use or distribution of materials on the Website without the prior written permission of Ayala Group Club, Inc.is strictly prohibited.

  8. MEMBER CONDUCT LIMITATION

    As a condition of your use of the Service, you warrant to Ayala Group Club, Inc. that you will not use the Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Service is provided to individuals only and for personal use only.
    You agree to abide by all applicable laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. Byway of example, and not as a limitation, you agree not to:

    a. use the Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);

    b. defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

    c. publish, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful material or information;

    d. advertise or offer to sell or buy any goods or services for any non-personal purpose;

    e. harvest or otherwise collect information about others, including email addresses, without their consent;

    f. create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message;

    g. use, download, or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a Service member any directory of the Service members or other user or usage information or any portion thereof other than in the context of your use of the Service as permitted under this Agreement;

    h. transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;

    i. transmit or upload any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless you own or control the rights thereto or have received all necessary consents;

    j. interfere with or disrupt networks connected to the Service or violate the regulations, policies, or procedures of such networks;

    k. attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service, through password mining or any other means;

    l. violate any applicable laws or regulations including, without limitation, laws regarding the transmission of technical data or software through the Service;

    m. interfere with another member’s use and enjoyment of the Service or another individual’s or entity’s use and enjoyment of similar services.

  9. ACCEPTANCE OF THE TERMS OF SERVICES AND CONDITIONS, AND RELATED OBLIGATIONS

    Acceptance of these Terms of Services and Conditions constitutes your express consent and the express consent of the company/business entity you are representing herein and on whose behalf you have registered herein to the collection, use, storage, disclosure and general processing of your Personal Data, the Personal Data of your company’s/business entity’s representatives including the Shared Personal Data and Other Information by Ayala Group for the purposes stated herein.

    Your acceptance shall also be tantamount to you and/or the company you are representing herein taking full and sole responsibility over the truthfulness, accuracy and completeness of the Personal Data as well as the Shared Personal Data and Other Information you provide to Ayala Group for the stated purposes, and that you undertake to immediately notify AC, AGCI or Ayala Group of any change thereto. The foregoing also constitutes your express consent as well as the express consent of the company you are representing herein under the applicable confidentiality and bank secrecy laws of the Philippines and other jurisdictions.

    In case of violation hereof or any form of misrepresentation, you and/or the company/business entity you are representing and legally bound by your actions herein commit to defend, indemnify and hold free and harmless AC, AGCI and the Ayala Group, their directors, officers and employees from any and all claims, suits, liability, loss, cost, damage and/or injury which may arise therefrom or in connection with the implementation and compliance with the authorization conferred by you under these Terms and Conditions .

If you have any questions, concerns, objections about this instrument, you may contact us directly through the following:

Office of the Data Protection Officer
Ayala Group Club, Inc.
Contact Information
Tel: (02) 7908 3921
Email: dpo@ayalaenterprisecircle.com
Office Address 3rd Floor, Makati Stock Exchange
Building, Ayala Avenue,
Makati City 1200

Updated: June 17, 2022