Terms of Service

1. Acceptance of Terms

By creating an account or using Toleds (the "Platform"), you agree to these Terms of Service ("Terms") and our Privacy Policy. If you do not agree, do not use the Platform. These Terms form a binding agreement between you and Toleds.

2. Definitions

• Customer — a user who places orders, reservations, or requests on the Platform.
• Business — a merchant, store, restaurant, service provider, or other entity listed on the Platform.
• Rider — an independent individual who accepts and fulfills delivery or errand requests through the Platform.
• Delivery Partner — an organization or group that operates one or more Riders on the Platform.
• Order — any request for goods, food, errand, delivery, or service placed through the Platform.
• Markup — a margin Toleds may apply to a Business's base prices when displaying them to Customers, as further described in Section 7.
• Wallet — an in-app balance that may be made available for receiving rewards, vouchers, refunds, payouts, or, where enabled, payments.

3. Eligibility

• You must be at least 18 years old to create an account and transact on the Platform.
• Persons under 18 may use the Platform only under the supervision of, and with the express consent of, a parent or legal guardian, and only where permitted by law.
• Riders, Business owners, Delivery Partner representatives, and other roles requiring verification must be at least 18 years old.
• You must provide accurate, current, and complete information during registration and keep it up to date.

4. Account

4.1 Registration

• One account per person, unless multiple roles (such as Customer and Rider) are explicitly permitted on the same account.
• You are responsible for all activity on your account.
• Do not share your password or account access with others.
• Notify us immediately of any unauthorized access or suspected breach.

4.2 Suspension and Termination

We may suspend, restrict, or terminate your account, or any specific feature, where we reasonably believe you have violated these Terms, applicable law, or Platform policies; engaged in fraud, abuse, or activity harmful to other users; or where required by law, regulation, or court order. Where reasonably practicable and permitted, we will:

• Notify you of the action and the reason;
• Allow fourteen (14) days from the date of notice to file an appeal by emailing hello@toleds.app;
• Permit you to settle outstanding obligations (pending orders, payouts, balances).

We may take immediate action, without prior notice, where necessary to protect users, the Platform, or third parties, including in cases of suspected fraud, safety incidents, or legal risk.

4.3 Account Deletion

You may delete your account at any time via Settings > Delete Account. Deletion is processed in accordance with the Privacy Policy and is subject to legal and operational retention obligations.

5. Content and Conduct

5.1 Your Content

You retain ownership of content you post (text, photos, videos, ratings, reviews, listings, menu items, and similar). By posting content, you grant Toleds a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for formatting and display purposes), distribute, and display your content within the Platform and our marketing channels. This license continues for content reasonably required to operate, secure, and promote the Platform, and survives account deletion to the extent the content has been shared with other users or used in aggregated form.

5.2 Prohibited Conduct and Content

The following are prohibited on the Platform:

• Hate speech, threats, harassment, or discrimination
• Sexually explicit or exploitative content
• Child sexual abuse material (CSAM); strictly prohibited and reported under Republic Act No. 9775 and related laws
• Doxxing, stalking, or unauthorized sharing of another person's personal information
• Misinformation presented as fact, including health, safety, election, or emergency disinformation
• Election-related content prohibited by COMELEC rules during applicable periods
• Spam, unsolicited commercial messages, or off-platform solicitation
• Content that violates Philippine law
• Impersonation of individuals, businesses, organizations, or government entities
• Copyrighted or trademarked material used without authorization
• Listing or transacting prohibited items, including illegal substances, weapons, hazardous materials, counterfeit goods, stolen property, prescription medication outside of regulated channels, live animals (except where lawfully permitted), and any item restricted under Philippine law
• Manipulating ratings, reviews, dispatch, pricing, vouchers, raffles, or other Platform mechanisms
• Creating fake accounts, multi-accounting to circumvent limits, or engaging in fraud
• Soliciting transactions outside the Platform to avoid fees, markups, or oversight
• Attempting to interfere with, reverse engineer, scrape, or otherwise compromise the Platform

5.3 Moderation

We use automated filters, human review, and community reports to identify policy violations. Content may be hidden, removed, demoted, or flagged. Repeated or serious violations may result in suspension or termination. You may appeal moderation decisions by emailing hello@toleds.app.

6. Business Listings

6.1 Accuracy

Businesses are solely responsible for the accuracy of their listings (hours, prices, menu items, photos, descriptions, contact information, allergen and ingredient details, and applicable permits). Toleds is not responsible for errors in information provided by Businesses.

6.2 Claiming a Business

You must be the actual owner or an authorized representative to claim a business listing. False claims may result in suspension, termination, and legal action. Businesses may be required to sign a separate Merchant Service Agreement governing their use of the Platform.

6.3 Customer Orders

Orders placed through Toleds form a transaction between the Customer and the Business. Toleds facilitates the connection, order processing, and (where applicable) delivery dispatch. Subject to applicable law, including the Internet Transactions Act of 2023 (Republic Act No. 11967), Toleds is not the seller of goods listed by Businesses.

7. Pricing, Markup, and Fees

7.1 Customer Prices

Prices displayed to Customers may include a platform markup set by Toleds in addition to the base price set by the Business. Total order amounts (including any delivery fee, service charge, surcharge, voucher, or discount) are displayed before order confirmation.

7.2 Markup and Business Margin

The base price for any item is set by the Business. The price shown to the Customer may differ from the base price by a markup set by Toleds. The Business receives the base price (less any applicable adjustments described in the Merchant Service Agreement). Toleds retains the markup as platform revenue. Markup rates may vary by Business, item, time, region, or promotion, and may change with notice as provided in the Merchant Service Agreement.

7.3 Delivery Fees

Delivery fees are calculated based on factors such as distance, vehicle type, surcharges, and Delivery Partner rates. Riders receive the delivery fee in accordance with the Rider Service Agreement. Specific allocations between Toleds, Delivery Partners, and Riders are described in those agreements.

7.4 Other Fees

Toleds may introduce service fees, subscription fees, listing fees, payment processing fees, or other charges. Where new fees apply to you, they will be disclosed before they are imposed and, for material changes affecting fees you pay, at least thirty (30) days' notice will be provided where reasonably practicable.

7.5 Payment Methods

At launch, transactions are settled via Cash on Delivery (COD) unless otherwise indicated in the app. Toleds may add additional payment methods (such as e-wallets, online banking, or in-app payments) over time. Where third-party payment processors are used, their terms and privacy policies also apply to those transactions.

8. Order Cancellation and Refunds

• Customers may cancel an Order while it is in a pre-acceptance state, in accordance with the cancellation rules displayed in the app.
• Businesses may reject or cancel an Order if items are unavailable, the business is closed, or other operational reasons apply.
• Riders may cancel an accepted Order subject to the rules in the Rider Service Agreement.
• Toleds may cancel any Order due to safety, legal, fraud, or operational reasons.
• Refunds, if any, may be issued through the original payment channel, Wallet credit, voucher, or other reasonable method, in accordance with the refund policy displayed in the app.

9. Vouchers, Raffles, and Promotions

Toleds and participating Businesses may issue vouchers, codes, and promotions. Each voucher or promotion has its own terms (minimum order, expiry, redemption limits, eligible items or users). Vouchers are non-transferable, non-cashable, single-use unless stated otherwise, and may be combined only where explicitly permitted. Toleds may void or revoke vouchers obtained or used fraudulently or in violation of their terms.

Where promotions involve raffles or prize draws subject to the Department of Trade and Industry (DTI) rules, Toleds will obtain the required DTI Fair Trade Permit and publish official mechanics. Participation in any raffle is governed by those mechanics in addition to these Terms.

10. Wallet

Where a Wallet feature is enabled, Wallet balances may include referral rewards, voucher credits, refunds, promotional credits, payouts, or top-ups. Wallet funds do not earn interest. Wallet funds are not legal tender and may be subject to expiry, verification, and anti-money-laundering checks. Where required, we may freeze, hold, or reverse Wallet entries to investigate suspected fraud, abuse, or legal violations. On account closure, you may request withdrawal of available Wallet funds (subject to verification and minimum amounts) before deletion is finalized. Wallet funds attributable to promotional credits, referral rewards, or other non-cash credits may be non-withdrawable.

11. Delivery Services

11.1 Delivery Riders

Delivery Riders are independent operators, not employees of Toleds. Toleds connects Customers and Businesses with Riders but does not guarantee delivery times or quality. Riders are governed by the Rider Service Agreement.

11.2 Delivery Conditions

Delivery may be affected by traffic, weather, business preparation time, address accuracy, and circumstances beyond Toleds' control. You agree to provide accurate addresses and instructions and to be available to receive Orders.

12. Community Features

12.1 Posts and Comments

Community content is user-generated and does not represent the views of Toleds. We do not endorse or verify user-generated content. Use the Report feature to flag inappropriate content.

12.2 Polls and Local Issues

Poll results reflect user participation and are not scientific samples. Issue reports are community submissions, not official government channels. For emergencies, contact local emergency services directly.

13. Compliance with the Internet Transactions Act

Toleds is committed to compliance with Republic Act No. 11967 (the Internet Transactions Act of 2023) and its implementing rules. Without limitation:

• We register and maintain our business with the appropriate Philippine government agencies, including the Department of Trade and Industry where required.
• We perform reasonable verification of Businesses and Riders before they are made available to Customers.
• We provide a dispute resolution mechanism: complaints submitted to hello@toleds.app are acknowledged within three (3) business days and addressed within fifteen (15) business days, subject to the complexity of the case.
• We maintain return, refund, and redress mechanisms displayed in the app for eligible Orders.
• We cooperate with the DTI E-Commerce Bureau and other agencies on consumer protection matters.

14. Intellectual Property

The Toleds name, logo, mark, app design, source code, content, and visual identity are our property or licensed to us. You may not copy, modify, distribute, or create derivative works without our prior written consent. Aggregated, de-identified, or anonymized statistics derived from Platform activity may be published, licensed, or sold by Toleds (see the Privacy Policy).

15. Disclaimer of Warranties

The Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, or non-infringement.

We do not guarantee:

• Uninterrupted or error-free service
• Accuracy of business listings, menus, prices, or user content
• Safety, quality, legality, or fitness of products and services from Businesses
• Availability of Riders or specific delivery times
• That the Platform will meet your specific requirements

16. Limitation of Liability

To the maximum extent permitted by Philippine law, Toleds, its officers, directors, employees, affiliates, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, data, goodwill, or business opportunity, arising from or relating to the Platform, even if advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Toleds arising out of or relating to the Platform or these Terms shall not exceed the greater of (a) Five Thousand Pesos (PHP 5,000.00) or (b) the total amounts you paid to Toleds in the six (6) months immediately preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot lawfully be limited under Philippine law.

17. Indemnification

To the extent permitted by law, you agree to indemnify, defend, and hold harmless Toleds, its officers, directors, employees, and affiliates from and against reasonable claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or applicable law;
• Your content, listings, or activity on the Platform;
• Your violation of the rights of any third party;
• Your negligence or willful misconduct.

This indemnity does not apply to losses caused by Toleds' own gross negligence or willful misconduct.

18. Force Majeure

Toleds is not liable for any failure or delay in performance caused by events beyond our reasonable control, including typhoons, floods, earthquakes, fires, pandemics, war, civil unrest, government action, power or telecommunications disruptions, internet outages, processor or hosting failures, or similar events.

19. Changes to Terms

We may update these Terms from time to time. The "Last updated" date reflects the most recent revision. For material changes that affect your rights, fees, or obligations, we will provide at least thirty (30) days' advance notice through the Platform, in-app notification, email, or other reasonable means, unless a shorter period is required by law or necessary for security or compliance reasons. Continued use after the effective date constitutes acceptance.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of the Philippines, without regard to its conflict-of-laws rules.

The parties shall first attempt to resolve any dispute through good-faith negotiation. Unresolved disputes shall be submitted to the exclusive jurisdiction of the proper courts of Cebu City, Philippines, except where Philippine law (including consumer protection laws) provides otherwise.