Terms of Service

1.1 These Terms of Service govern access to the Eksphi website at eksphi.com and the business software and related services we agree to provide (the “Services”). The provider is Helix Software Technologies Corporation (“Eksphi,” “we,” “us,” or “our”). “You” means the person using the Services and, where that person is authorized to act for a business, that business (the “Customer”).

1.2 You accept these Terms when you expressly agree to them through our acceptance process or enter into a service agreement that incorporates them. A person accepting for a Customer must have authority to bind it. Authorized users must follow the provisions applicable to their use. If you do not accept, do not activate or use the account-based Services.

1.3 Merely contacting us, requesting a presentation, receiving an invitation, or submitting an application does not create a paid subscription or authorize a charge. A paid engagement begins under the agreed commercial arrangements.

2.1 Your agreement may include an accepted quotation, order form, service agreement, statement of work, service-level agreement, and data processing agreement (collectively, the “Service Agreement”). These documents identify the Customer, covered entities and branches, modules, users, capacity, implementation work, responsibilities, fees, service period, and any particular commitments.

2.2 Mandatory law applies first. A data processing agreement controls conflicts about processing Customer personal data. Otherwise, a separately signed Service Agreement controls conflicts with these Terms within its stated scope; these Terms govern remaining matters. A service-level agreement governs its expressly stated service commitments.

2.3 Our Privacy Policy explains personal-data handling. It is not blanket consent to every form of processing. Additional product terms apply only when supplied and accepted for the relevant service. A purchase order does not alter our agreement unless we expressly accept its additional terms.

3.1 Account holders must be at least 18 years old and have authority to perform their assigned business functions. You must provide accurate business and contact details, maintain required authorizations, and promptly inform us of relevant changes.

3.2 Access may require an assessment, invitation, verification, completion of applicable onboarding work, and activation by authorized personnel. An invitation permits the stated onboarding activity; it is not an operational login, government approval, or assurance that an application will be accepted.

3.3 We may request information reasonably necessary to verify identity, authority, business details, and lawful use. We may decline or defer activation for incomplete requirements, security concerns, unlawful activity, or a service requirement we cannot support, subject to applicable law and any existing contractual obligations.

4.1 The Customer designates its administrators and determines which employees, accountants, and other representatives may access its workspace. Access must remain within the agreed company, branch, role, and module permissions. Keep credentials, invitation codes, access keys, and recovery information secure; do not share individual logins.

4.2 Review user permissions regularly, remove access when a person leaves or changes responsibilities, and promptly report suspected unauthorized access to success@eksphi.com. You are responsible for your authorized users and instructions given within their authority, subject to applicable law. This does not excuse a security failure or breach attributable to us.

4.3 We may rely on instructions reasonably verified as coming from an authorized representative. If account ownership or authority is disputed, we may restrict the affected access while seeking evidence or a lawful direction. Such restrictions do not transfer ownership of Customer records.

5.1 During the agreed service period, we grant the Customer a limited, non-exclusive right to use the purchased Services for its authorized business operations, within the agreed scope. This includes allowing approved representatives to act for the Customer. The Services are licensed, not sold.

5.2 Access for another legal entity, resale, a service bureau, or broader group use requires agreement. An API or integration right exists only when expressly included and activated. Announced, preview, waitlisted, or future products are not included merely because they appear on the website.

5.3 You may download, print, and share your own business records and outputs with authorized recipients, advisers, auditors, and authorities. Restrictions on our software or confidential materials do not prevent these legitimate uses.

6.1 Depending on your Service Agreement, the Services may include electronic invoicing, accounting workflows, inventory records, reporting, document storage, implementation, training, and human compliance support. Features and service levels depend on the modules and work actually contracted and activated.

6.2 We will perform the agreed work with reasonable care and skill. You must provide complete and accurate source information, timely approvals, suitable equipment and connectivity, and the cooperation reasonably needed for delivery. Each party remains responsible for its own obligations and errors.

6.3 General guidance, tutorials, calculations, templates, and software outputs require review in the context of your business. They do not establish an attorney-client relationship or replace professional advice outside our agreed engagement. Any separately contracted professional work remains subject to its express scope and standards.

7.1 The Service Agreement must identify the compliance work assigned to us, the Customer's responsibilities, required authorizations, and any external provider. A relationship with a sister company, or an authorization relating to a named system, does not automatically extend that authorization to every customer, product, version, or transaction.

7.2 Where a service involves 1nvoice.net or another transmission provider, the engagement must identify that provider's role and the available evidence of submission and acceptance. Creating an invoice, exporting a file, or displaying an internal workflow status is not itself proof that a government agency received or accepted it.

7.3 Each party must monitor the work and exceptions assigned to it. Government decisions, system availability, and timelines may depend on external requirements. Any compliance guarantee must specify its coverage, prerequisites, exclusions, and remedy in the Service Agreement. These Terms do not cancel an express written guarantee or excuse failure to perform agreed work.

8.1 “Customer Data” means business information, personal data, documents, files, records, and instructions supplied by or for the Customer, together with customer-specific records produced through its use of the Services. As between the parties, the Customer retains its rights in Customer Data, subject to the rights of individuals and other rights holders.

8.2 The Customer is responsible for its source records, selections, approvals, and lawful accounting and tax treatment. Review imported information, calculations, recipients, and outputs before issuance or submission. We remain responsible for delivering our agreed processing functions and correcting defects attributable to us.

8.3 A copy entered from a paper document must preserve the original transaction and avoid duplicate recording. Changes to issued or posted records must use supported correction, adjustment, or reversal procedures. A request to close an account or erase personal data does not authorize falsifying records or removing information that must lawfully be preserved.

9.1 Fees, currency, applicable VAT or other taxes, transaction bands, storage allowances, billing frequency, payment dates, and any minimum commitment are those in your accepted Service Agreement. An example, preliminary discussion, or unaccepted quotation does not set your price.

9.2 Setup, implementation, compliance work, recurring service, additional capacity, and third-party charges must be identified where applicable. We will obtain agreement before supplying chargeable work outside the agreed scope. Recurring billing starts at the expressly agreed activation or commencement event.

9.3 Use an agreed payment method and provide the information needed to reconcile payments. Recurring card charges require an appropriate payment authorization. Post-dated checks, credit terms, withholding documentation, and collection arrangements apply only where agreed. Recording a payment in Eksphi does not mean Eksphi holds or transfers that money.

9.4 Notify us promptly of a billing dispute with enough detail to investigate. Pay undisputed amounts when due. Late charges, automatic renewals, overage rates, and price increases apply only as disclosed and agreed, subject to law. We will not change an agreed fixed-term price retrospectively.

10.1 The subscription period and any renewal or cancellation notice requirement are stated in the Service Agreement. A fixed term does not automatically renew unless that arrangement was expressly accepted. Stopping use does not, by itself, cancel an agreed subscription.

10.2 Cancellation requests must be sent by an authorized Customer representative to success@eksphi.com or through an agreed cancellation channel. We will confirm the effective date and any remaining agreed obligations. Early termination charges apply only where expressly agreed and legally enforceable.

10.3 Fees for completed work and services already supplied remain payable. Refunds and credits follow the Service Agreement and mandatory law. If we terminate for our convenience before the end of a prepaid service period, we will refund the unused prepaid recurring fees for the terminated period. This does not limit other remedies available for our breach.

11.1 You must not use the Services to create false transactions, falsify records, evade lawful controls, impersonate others, disclose information without authority, commit fraud, or infringe intellectual property, confidentiality, or privacy rights.

11.2 You must not bypass access controls, access another customer's records, introduce malicious code, disrupt availability, harvest credentials or personal data, or carry out security testing without written authorization. Automated activity must use authorized interfaces and respect applicable usage limits.

11.3 You must not reproduce, sell, or reverse engineer our software or confidential implementation materials except as expressly permitted by agreement or applicable law. This does not restrict legitimate record exports, legally protected interoperability rights, or good-faith reporting of a vulnerability discovered without prohibited conduct.

11.4 Customer-directed email, SMS, and other communications must have an appropriate lawful basis and respect applicable recipient choices. You remain responsible for the instructions, content, and recipients you select.

12.1 We and our licensors retain rights in the software, designs, documentation, trademarks, and underlying technology. You retain your rights in Customer Data. You authorize us to process Customer Data only as needed to provide the agreed Services, carry out lawful instructions, protect the Services, and meet applicable obligations.

12.2 Each party will protect the other's non-public business information with reasonable care, use it only for the relationship's permitted purposes, and disclose it only to people who need it and are bound by suitable confidentiality duties. These duties do not cover information lawfully public, independently developed, or lawfully obtained without restriction.

12.3 Legally required disclosures are permitted to the necessary extent. Where lawful, the receiving party will give notice and reasonable assistance in seeking protection. We require separate permission to use the Customer's name, logo, identifiable records, or testimonial in marketing. Confidentiality obligations continue while the information remains confidential.

13.1 Both parties must comply with applicable data protection law. The Customer must have a lawful basis for information it supplies and provide required notices to affected people. Consent must be obtained when the applicable processing requires it; merely uploading a person's data does not establish consent.

13.2 Where we process personal data for the Customer, the Customer is ordinarily the personal information controller and we act as its processor under documented instructions. Where we determine a separate purpose, such as our own billing or account security, our role and obligations are explained in the Privacy Policy.

13.3 The applicable data processing agreement must address processing scope, instructions, confidentiality, security, subprocessors and locations, incidents, individual-rights assistance, audits, and return or deletion. These public Terms do not replace that agreement. Neither party may use a contract to remove an individual's statutory rights.

14.1 External platforms, payment services, government systems, communications services, and customer-selected integrations may have their own terms. We will identify material dependencies within the agreed scope. You must authorize integrations and ensure you may supply the data involved.

14.2 We remain responsible for our own contractual duties and applicable obligations when selecting and using service providers. We do not control an independently operated third-party system or guarantee its availability. A third-party failure does not automatically release us from an express service commitment.

15.1 Support hours, response targets, uptime commitments, maintenance arrangements, backup coverage, and recovery objectives are those expressly agreed. The Services may experience interruptions, errors, or maintenance; uninterrupted access and recovery of every possible loss are not promised unless expressly covered.

15.2 We will give reasonable notice of planned changes that materially affect use, where practicable. If we materially discontinue a paid core function during a committed term without a reasonably equivalent replacement, the Customer may terminate the affected service and receive a proportionate refund of unused prepaid recurring fees, subject to any stronger agreed remedy.

15.3 Preview or trial functionality must be identified as such and used within its stated limits. Do not rely on it for live statutory processing unless that use is expressly supported. No general disclaimer removes a mandatory legal duty or an express obligation in your Service Agreement.

16.1 Storage duration, capacity, backup arrangements, export formats, and any continuing archive service must be stated in the Service Agreement and applicable retention schedule. An intended five- or ten-year relationship does not, by itself, create unlimited storage, perpetual access, or free storage after cancellation.

16.2 Maintain the records and independent copies your business must keep, and test that exports meet your needs. We remain responsible for the storage, export, and recovery work we expressly undertake. Legal preservation requirements may prevent immediate deletion of particular records.

16.3 Unless a longer period is agreed or law requires otherwise, the Customer may request an export of its available records and associated stored files for 30 days after termination. We will coordinate a secure handover; bespoke conversion or migration work requires a separate agreement. A necessary security restriction may require supervised delivery instead of restoring ordinary access.

16.4 After the exit period, we will return or delete personal data as required by the processing agreement and law, including handling remaining copies under the applicable backup schedule. We will identify lawful retention exceptions. Account closure does not establish that all copies have already been erased.

17.1 We may restrict affected access where reasonably necessary to address a security threat, unlawful conduct, a binding legal requirement, or a material contractual breach. For overdue undisputed fees, we will first provide written notice and at least 15 calendar days to remedy the non-payment.

17.2 Either party may terminate for a material breach not remedied within 15 calendar days after written notice describing it. Immediate action may be taken where a breach cannot reasonably be cured, continued processing would be unlawful, or urgent protection is necessary. Restrictions should be proportionate; we will explain them when lawful and safe.

17.3 A suspension does not itself authorize destruction of Customer Data. We will coordinate lawful access to essential records where feasible and secure. Upon termination, access rights end, accrued obligations remain, and the exit, confidentiality, privacy, liability, and dispute provisions continue as applicable.

18.1 Except for express commitments and obligations that cannot lawfully be excluded, we do not warrant that the Services will satisfy every requirement, be uninterrupted or error-free, or secure an outcome controlled by a third party. Each party must take reasonable steps to limit losses and promptly report material problems.

18.2 To the extent permitted by law, neither party is liable to the other for indirect or consequential losses arising from the agreement. Subject to clause 18.3, each party's total aggregate liability is limited to the fees paid or payable for the affected Services during the 12 months immediately before the first event giving rise to the claim.

18.3 Those exclusions and the cap do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality or personal-data protection obligations, infringement of the other party's intellectual property, or liability that cannot legally be limited. They do not reduce payment or refund obligations, bind regulators or affected individuals, or override a higher liability commitment in the Service Agreement.

19.1 Each party is responsible, to the extent of its fault, for third-party claims caused by its unlawful acts, infringement, or material breach of this agreement. Any indemnity agreed in the Service Agreement must be read with section 18 and applicable law; these Terms do not create an unlimited indemnity for the other party's own wrongdoing.

19.2 A party seeking reimbursement must promptly notify the other, allow reasonable participation in the defense, and provide reasonable cooperation. Neither party may agree to a settlement that admits fault, imposes a non-monetary duty, or leaves liability on the other without that party's written consent.

20.1 A party is excused from delay only to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome. It must notify the other, mitigate the impact, and resume performance as soon as reasonably possible. Ordinary resource shortages or avoidable security failures do not automatically qualify.

20.2 This provision does not excuse accrued payment duties, mandatory data protection duties, or agreed continuity obligations. If the affected Services remain materially unavailable for 30 consecutive days, either party may terminate those Services, with a proportionate refund of unused prepaid recurring fees unless the Service Agreement provides a stronger remedy.

21.1 We will identify the effective date of revised Terms and give at least 30 days' notice of material changes affecting existing Customers, unless an earlier change is required by law or necessary to address an urgent security issue. We will explain any shorter notice where practicable.

21.2 A posted revision does not retrospectively change accrued rights, signed fixed-term commercial commitments, or an agreed data processing purpose. Material changes requiring agreement will be presented for acceptance. If you do not accept a change, contact us to discuss its application, renewal, or exit under your existing agreement.

22.1 Philippine law governs these Terms, without removing any mandatory protection that otherwise applies. Contact success@eksphi.com with a description of a concern, relevant references, and the resolution sought. The parties will try in good faith to resolve contractual disputes through their authorized representatives.

22.2 Unresolved disputes may be brought before a court with jurisdiction under applicable law, unless the parties separately agree to a lawful alternative process. Nothing prevents urgent protective relief, stops a limitation period, or restricts a complaint to the National Privacy Commission, another regulator, or another legally available remedy.

23.1 The agreement does not create a partnership, employment relationship, or general authority to bind the other party. Any representation before an authority requires the appropriate separate authorization. Neither party may transfer the agreement without the other's written consent, except as expressly permitted in the Service Agreement or required by law.

23.2 If a provision is unenforceable, the remaining provisions continue to the extent lawful. A delay in enforcing a right is not a waiver. These Terms and the applicable Service Agreement form the agreement for their subject matter; they do not exclude liability for fraud or override mandatory rights.

23.3 Contract notices may be sent to the authorized business email addresses recorded in the Service Agreement. Keep those details current. Contact Eksphi through success@eksphi.com or at Hallare Building, East Capitol Drive, Kapitolyo, Pasig City, Metro Manila 1603, Philippines. Formal legal service remains subject to applicable procedural requirements.