Last Updated: August 8, 2022

These "Terms and Conditions" shall form part of the legally binding agreement between you (as Franchise Owner, as Requestor, or as Approver) and TGP Pharma, Inc. (as Franchisor and hereinafter referred to as "TGPPI") in accordance with the Franchise Agreement. Use of the TGP Franchisee Portal (hereinafter referred to as "Application") is conditioned on your acceptance without variation of the Terms and Conditions set out herein which TGPPI may vary from time to time at its sole discretion with or without notice. Your acceptance herein and your use of this Application constitute your express consent to all the Terms and Conditions as stated herein.

Scope of this Application

Through this Application, TGPPI provides an online platform through which you can browse all its products, place orders, and depending on the extent of your access, settle your open invoices online through available payment methods.

Access and Restriction of Use

1. The Franchise Owner will have an automatic access to the Application, where the login credentials will be provided by TGPPI. This login credentials will serve as the Admin account of the Franchise Owner.
2. The Application allows the Franchise Owner to delegate the placing of orders to the store personnel through a Requestor role access, delegate approval of orders through an Approver role access, and also delegate payment of invoices through a Payor role access.
3. The Franchise Owner, using his Admin account, will need to register users as Requestor, as Approver and as Payor.
4. The Admin account has an automatic Requestor, Approver and Payor role access for the franchise stores.
5. The Requestor role will be allowed to perform the following actions in the Application:
   1. Update his/her own profile
   2. Change his/her own password
   3. Place and submit orders of assigned store/s.
6. The Approver role will be allowed to perform the following actions in the Application:
   1. Requestor role access
   2. Approve orders based on the assigned store/s
   3. Check credit limit and credit balance of the assigned store/s
7. The Payor role will be allowed to perform the following actions in the Application:
   1. Requestor role access or Approver role access
   2. Pay invoices on behalf of the Franchise Owner given that there will be a dedicated company credit card to be used that is authorized by the Franchise Owner
8. The Admin account will be allowed by the system to perform the following actions in the Application:
   1. Requestor role access
   2. Approver role access
   3. Payor role access
   4. Register new users for franchise stores
   5. Assign roles as Requestor or as Approver to the registered users
   6. Reset password of registered users
   7. Settle open invoices via online payment
9. All users of this application are responsible in maintaining the confidentiality of his/her account and password.
10. Admin account's password can only be reset by TGPPI.

Ordering and Approval

1. The Application allows the Franchise Owner to delegate the placing and approval of orders. Orders approved by the Approver will be submitted to TGPPI for processing.
2. Requestors may submit orders for approval from 6AM to 12MN daily.
3. TGPPI will still follow the regular daily cutoff of 1PM in accepting orders, except Sundays, and will follow the scheduled order processing day for the store.
4. Approvers may approve submitted orders daily from 6AM to 11:30PM. Ordering Cut-Off is still 1PM. Please be informed that your order will be processed on the next business day. Your "DELIVERY" or "PICK-UP" schedule will be adjusted accordingly.
5. Approvers will automatically receive a confirmation email that the order has been submitted to TGPPI, however, this order receipt confirmation is not tantamount to stock reservation or order fulfillment. Actual order fulfillment will commence upon order processing based on scheduled order processing day and will reflect the latest stock availability and foregoing prices.
6. The Application facilitates ordering of your stocks as a one-way submission and is not updated with the actual delivered items. You should use the Order History section for reference only.
7. The Application will be updated daily with the credit status of the Franchise Owner. If you are the Approver or Admin, there may be cases when the Application will not allow you to approve any order due to the Franchise Owner’s credit standing. When this happens, please contact TGP Credit and Collection Department.
8. TGPPI reserves the right to restrict maximum order quantity or even remove/recall certain products, as necessary.
9. On case to case basis, an auto-substitution will be applied on selected medicines as determined by TGP Merchandising (e.g. Out of Stock). Auto-substitute stock is 30% of the QTY of the original order. A separate return policy and the promo may be provided in official communication.

Information Accuracy

1. TGPPI observes best efforts to ensure accuracy of all information in the Application, without giving full guarantee that discrepancies will not occur. While TGPPI exercises diligence on the accuracy of all information contained on the Application, TGPPI shall not be liable for any inadvertent mistake or errors. Should you become aware that the Application contains inaccurate information, please let TGPPI know by contacting your assigned FOO/FOM.

Responsible Use of this Application

1. Any content found in this Application may not be copied, distributed, uploaded, posted, or transmitted in any way, without prior written consent from TGPPI.

Open Invoices and Online Payment

1. The Application provides another means of settling your open invoices online. During the daily system maintenance, the Application will be updated with the latest summary of open invoices including credit memo information that can be applied during your online payment.
2. Only the Franchise Owner account and Payor access role will be allowed to use the online payment service of the Application.
3. As an added security, access to the online payment or Bills section will require a One Time Pin (OTP) as another layer of authentication.
4. The Application will start accepting online payments at 6AM with a daily cutoff set at 11:59PM. All payments made on or before 11:59PM will be posted the following day. Posting of payments will be reflected in the Application through the update of the credit balance.
5. TGPPI reserves the right to offer additional payment methods and/or remove existing payment methods at any time in its sole discretion. If you choose to pay using an online payment method, the payment shall be processed by our third-party payment service provider (Robinsons Bank Corporation). The Application and the online payment gateway service will not store your card information.
6. TGPPI will take reasonable care to facilitate safe payment schemes. TGPPI cannot be held liable for any loss you may suffer due to any unauthorized access to any data you provide when accessing, ordering, or paying from this Application.

System Maintenance / Upgrades

1. System maintenance will happen daily from 12AM to 6AM. This will allow TGPPI to refresh the information on the Application e.g. item updates, price changes, credit balance, images, etc.
2. TGPPI may, from time to time and without giving any reason or prior notice, upgrade, modify, whether in a whole or in part, this Application.

Privacy Policy

1. Registered users are required to keep their information updated by updating their profile details such as name, email address and other personal information in the Application. Franchise Owners are required, as part of the Franchise Agreement, to update information on their franchise stores by emailing their assigned FOO/FOM. Necessary documents may be required from the Franchise Owner for validation purposes.
2. You can manage the types of personal data you provide to us and can limit how we communicate with you, bearing in mind that the Application has a built-in email notification for certain transactions. Should you decide not to share any of the required information, you may not receive these notifications. You can manage your user profile through the Profile section of the Application or, for Franchise Owners, through your assigned FOO/FOM. Please note that we may still need to contact you with important transactional information related to your account and/or orders.
3. We control and process personal data for the following purposes:
   • operate, maintain, and improve the Application;
   • provide you with personalized direct marketing initiatives via email and direct marketing offers;
   • determine your eligibility for certain types of offers, products or services that may be of interest to you, and analyze advertising effectiveness;
   • answer your questions and respond to your requests;
   • establish and analyze individual and group profiles and customer behavior;
   • communicate and provide additional information that may be of interest to you about us;
   • send you reminders, technical notices, updates, security alerts, support and administrative messages, service bulletins, marketing messages, and requested information, including on behalf of business partners;
   • administer rewards, surveys, sweepstakes, contests, or other promotional activities or events;
   • manage our everyday business needs, such as administration of the membership, forum management, fulfillment, analytics, fraud prevention, and enforcement of our corporate reporting obligations or to comply with the law, comply with our legal obligations, resolve disputes, and enforce our agreements; and
   • enhance other information we have about you to help us better understand you and determine your interests and provide you with more relevant and compelling services.
4. We are not in the business of selling or renting personal data. We will not share your personal data, except with your consent or as otherwise required or permitted by law, as follows: with our affiliates and subsidiaries, and affiliated and unaffiliated service providers to provide services for us, subject to strict contractual obligations to protect your personal data and process it on our behalf and under our control only, as necessary to perform contractual obligations towards you with business partners to the extent you have availed goods or services offered by a business partner or participated in an offer, rewards, contest or other activity or program sponsored or offered through us or on behalf of that business partner, in case of a merger, acquisition or reorganization with a purchaser of our company, to comply with legal orders and government requests, or as needed to support auditing, compliance, and corporate governance functions, to combat fraud or criminal activity, and to protect our rights or those of our affiliates, business partners and users, or as part of legal proceedings affecting our company or group and in response to a subpoena, or similar legal process, including to law enforcement agencies, regulators, and courts. In case of sale of all or substantially all of our assets, your personal information would remain subject to the commitments contained in this Privacy Policy until such time that this Privacy Policy is updated or amended by the new owner or successor entity upon notice to you.
5. We have implemented an information security program that contains administrative, technical, and physical controls that are designed to reasonably safeguard personal data. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, we cannot guarantee its absolute security.
6. In accordance with applicable law, you may (i) request access to any other personal data we hold about you and request that it be updated, rectified, deleted or blocked, (ii) request that we refrain from further use of any personal data we hold about you, and (iii) object to our creation of user profiles about you. If you have any questions or comments about our privacy practices or this Privacy Statement, if you want to make use of any of the above rights, or other rights that you may have in relation to your personal data, you may communicate with us directly through phone, email or through your assigned FOO/FOM.
7. We will retain your personal data for as long as your account is active or as needed to provide you services and to maintain a record of your transactions for reporting compliance purposes. We will also retain your personal data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

OTHER CONDITIONS

1. These "Terms and Conditions" shall be governed by the laws of the Republic of the Philippines.
2. The provisions of these "Terms and Conditions" as well as all and any other manual, rules and procedures issued by TGPPI from time to time in connection herewith may be cancelled, changed or modified at any time and for whatever reason at the sole option of TGPPI without need of prior notice.
3. TGPPI has the right to terminate, suspend or delete your account and access to the Application for any reason, including, without limitation, if TGPPI, in its sole discretion, considers your use to be unacceptable, or in the event of any breach by you of the "Terms and Conditions". TGPPI may, but shall be under no obligation to provide you a warning prior to termination of your use of the Application.