Terms and Conditions (Philippines)
TERMS AND CONDITIONS
Electronic Commerce Act (RA 8792, 2000) | Civil Code of the Philippines (RA 386) | Consumer Act of the Philippines (RA 7394, 1992)
Effective Date: [Effective Date]
These Terms and Conditions ("Terms") govern your access to and use of the services and products provided by [Business Name] ("Company"), a business entity registered in the Philippines with registration number [Registration Number], with principal office at [Business Address], operating the platform at [Website URL] ("Platform").
By accessing, browsing, registering, or using the Platform, you ("User") acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable Philippine laws, including the Civil Code of the Philippines (Republic Act 386), the Electronic Commerce Act (Republic Act 8792, 2000), and the Consumer Act of the Philippines (Republic Act 7394, 1992). If you do not agree to these Terms, you must immediately cease using the Platform.
1. ELIGIBILITY AND ACCEPTANCE
1.1 You must be at least [Eligibility Age] years of age to use the Platform. Under the Family Code of the Philippines (Executive Order 209, 1988), persons below 18 years of age lack full legal capacity to enter into contracts without parental or guardian consent.
1.2 By using the Platform, you represent and warrant that you have full legal capacity to contract under Philippine law, that you are not prohibited by any court order or law from using the services, and that all information you provide is accurate and truthful.
1.3 The services described herein are available within [Geographic Scope]. The Company reserves the right to restrict access based on geographic or regulatory requirements.
2. DESCRIPTION OF SERVICES
2.1 The Company provides the following services through the Platform: [Service Description]
2.2 The Company reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice to Users, except where immediate suspension is necessary due to legal compliance requirements, security incidents, or force majeure events under Civil Code Article 1174.
2.3 Certain features of the Platform may require registration. By creating an account, you agree to provide accurate information and to maintain the confidentiality of your login credentials.
3. USER OBLIGATIONS AND PROHIBITED CONDUCT
3.1 Users shall use the Platform solely for lawful purposes consistent with applicable Philippine law, including the Cybercrime Prevention Act (Republic Act 10175, 2012), the Anti-Photo and Video Voyeurism Act (Republic Act 9995), and all regulations issued by the Securities and Exchange Commission (SEC), the Department of Trade and Industry (DTI), and the Bureau of Internal Revenue (BIR).
3.2 Users are prohibited from: (a) uploading or transmitting any content that is defamatory, obscene, threatening, or violates any third-party rights; (b) engaging in unauthorized data scraping, reverse engineering, or unauthorized access to any part of the Platform; (c) impersonating any person or entity; (d) using the Platform to facilitate any transaction that violates the Anti-Money Laundering Act (Republic Act 9160, as amended by RA 10365, 2013); (e) engaging in any conduct that violates the Data Privacy Act (Republic Act 10173, 2012).
3.3 The Company reserves the right to suspend or terminate any User account that violates these Terms without prior notice and without liability, subject to the User's right to appeal within fifteen (15) calendar days.
4. INTELLECTUAL PROPERTY
4.1 All content, software, trademarks, service marks, logos, and other intellectual property on the Platform are owned by or licensed to the Company and are protected under the Intellectual Property Code of the Philippines (Republic Act 8293, 1997). No intellectual property rights are transferred to Users by virtue of accessing or using the Platform.
4.2 Users are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose. This license does not include the right to sublicense, reproduce, distribute, publicly display, or create derivative works from any content on the Platform without the prior written consent of the Company.
4.3 Users who upload content to the Platform grant the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display such content solely for the purpose of operating the Platform. Users represent and warrant that they own or have the right to grant this license.
5. LIMITATION OF LIABILITY AND DISCLAIMER
5.1 To the fullest extent permitted by Philippine law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Platform. Nothing in this clause limits the non-waivable consumer protections under the Consumer Act of the Philippines (Republic Act 7394, 1992).
5.2 The Company's total aggregate liability to any User for any claims arising under or related to these Terms shall not exceed [Liability Limit], except in cases of gross negligence, fraud, or willful misconduct, which are not capable of limitation under Civil Code Article 1172.
5.3 The Platform is provided on an 'as is' and 'as available' basis. The Company makes no warranties, express or implied, regarding the accuracy, reliability, or fitness for a particular purpose of the Platform or its content, except as required by the Consumer Act (RA 7394) for goods sold to consumers.
6. DATA PRIVACY
6.1 The Company processes personal data in accordance with the Data Privacy Act of 2012 (Republic Act 10173) and the implementing rules and regulations of the National Privacy Commission (NPC). The Company's Privacy Policy, which is incorporated into these Terms by reference, sets out the basis for processing, data retention periods, and the rights of data subjects under NPC Circular 2022-01.
6.2 Users have the right to access, correct, and request erasure of their personal data by contacting the Company's Data Protection Officer at [Contact Email].
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1 These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines, including the Civil Code (Republic Act 386), the Electronic Commerce Act (Republic Act 8792), and the Consumer Act (Republic Act 7394).
7.2 Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through [Dispute Resolution Method]. Where required by the Local Government Code (Republic Act 7160, 1991), the parties shall first exhaust barangay-level conciliation through the Lupong Tagapamayapa before filing any court action.
7.3 The parties irrevocably submit to the exclusive jurisdiction of the courts of [Governing City], Philippines, for the resolution of any dispute that is not resolved through alternative dispute resolution.
8. MISCELLANEOUS
8.1 The Company may amend these Terms at any time by posting the revised Terms on the Platform with an updated effective date. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.
8.2 If any provision of these Terms is held invalid or unenforceable by a Philippine court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
8.3 For questions regarding these Terms, contact: [Business Name], [Business Address], [Contact Email].
Authorized Representative
________________
Signature
What Is a Terms and Conditions (Philippines)?
A Terms and Conditions in the Philippines governs the arrangement between the parties and the conditions on which it operates.
Under the Electronic Commerce Act (RA 8792), electronic contracts formed through websites and digital platforms are legally recognized and enforceable in the Philippines, provided that the essential requisites of a valid contract under Civil Code Articles 1305 to 1317 are satisfied — namely, consent, object, and cause. The Department of Trade and Industry (DTI) and the Securities and Exchange Commission (SEC) have issued guidelines on electronic contracting, and the Supreme Court of the Philippines has recognized clickwrap and browsewrap agreements as binding where users are given clear notice and an opportunity to review terms.
A Philippine Terms and Conditions document differs from a Privacy Policy in that T&C govern the overall contractual relationship — including payment, refunds, intellectual property, and dispute resolution — while the Privacy Policy specifically addresses the collection, use, and storage of personal data under the National Privacy Commission (NPC) Advisory Opinions and RA 10173. Both documents are typically required for Philippine e-commerce businesses registered with the SEC or DTI.
For businesses operating under the Revised Corporation Code (RA 11232, 2019), the T&C constitutes part of the company's commercial documentation and may be referenced in disputes before the Regional Trial Court (RTC) or submitted as evidence in arbitration proceedings under the Alternative Dispute Resolution Act (RA 9285, 2004). The Bureau of Internal Revenue (BIR) may also examine T&C in the context of determining the nature and taxability of transactions, particularly for VAT purposes under the National Internal Revenue Code (NIRC) as amended by the TRAIN Law (RA 10963).
The legal framework governing the Terms and Conditions (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Terms and Conditions (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Terms and Conditions (Philippines)?
Terms and Conditions are needed by any Philippine business, website, or application that provides services, sells products, or allows users to interact with a digital platform.
An e-commerce business registered with the DTI or SEC and selling goods or services online requires T&C to comply with the Consumer Act of the Philippines (RA 7394) and the Department of Trade and Industry's rules on consumer protection in electronic commerce. Without T&C, the business cannot effectively limit liability for product defects beyond statutory minimums or establish a clear refund and return policy.
A Software-as-a-Service (SaaS) company or mobile application developer deploying services to Philippine users needs T&C to define the license scope, restrict prohibited uses, and exclude warranties beyond those implied by law. The Intellectual Property Code of the Philippines (RA 8293, 1997) protects software as a literary work under copyright, and the T&C is the primary instrument through which the developer licenses rather than transfers that copyright.
A Philippine corporation registered under RA 11232 that offers subscription services needs T&C to establish the billing cycle, cancellation rights, and auto-renewal terms before each billing period. Courts under the jurisdiction of the Regional Trial Courts in Makati, Quezon City, and Pasig have enforced subscription T&C where users clearly consented.
A marketplace platform operating in the Philippines connecting buyers and sellers needs T&C to allocate liability between the platform and its merchants, a distinction that the SEC and DTI have emphasized in their guidelines on platform economy businesses.
Any business collecting personal data from Philippine residents must have T&C that cross-reference the Privacy Policy required under the Data Privacy Act (RA 10173) and the implementing rules of the National Privacy Commission (NPC).
Parties in Philippines should prepare a Terms and Conditions (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Terms and Conditions (Philippines)
A valid Philippine Terms and Conditions agreement must include the following essential elements.
Identification of Parties: Full legal name of the business (as registered with DTI, SEC, or LGU), principal office address, and SEC/DTI registration number. The counterparty (user or customer) should be identified by reference to their acceptance of the terms through registration or use.
Acceptance Mechanism: Clear description of how the user accepts the T&C — whether by clicking 'I Agree,' completing registration, or using the service. Under Civil Code Article 1319, acceptance must be absolute and unqualified for a valid contract to form.
Services or Products Description: Precise description of what is being offered, including any limitations on service availability, geographic restrictions, and eligibility requirements.
Intellectual Property Rights: Statement of ownership of all content, trademarks, and software under the Intellectual Property Code (RA 8293). A Philippine trademark registered with the Intellectual Property Office of the Philippines (IPOPHL) should be expressly noted.
Prohibited Conduct: List of activities users are prohibited from engaging in, including those that may violate the Cybercrime Prevention Act (RA 10175, 2012), the Anti-Spam Act, or the Data Privacy Act.
Limitation of Liability: Exclusion or limitation of the business's liability for indirect, consequential, or incidental damages, subject to the non-waivable consumer protections under the Consumer Act (RA 7394).
Governing Law and Dispute Resolution: Statement that Philippine law governs, with disputes submitted to the courts of a specified Philippine city or to arbitration under the Alternative Dispute Resolution Act (RA 9285). The Barangay Justice System (Lupong Tagapamayapa) under the Local Government Code (RA 7160) applies as a mandatory conciliation step for disputes between residents of the same barangay or municipality before court filing.
Amendment and Termination: Right of the business to amend T&C with notice, and grounds for termination of user access.
Additional compliance elements for a Terms and Conditions (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Terms and Conditions (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/contracts/terms-and-conditions-philippines
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title = {Terms and Conditions (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/contracts/terms-and-conditions-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes, Terms and Conditions are legally binding in the Philippines when they satisfy the essential requisites of a valid contract under Civil Code Articles 1305 to 1317 — namely, consent of the contracting parties, a certain object as subject matter, and a cause or consideration for the obligation. Electronic contracts formed through websites and apps are recognized as valid and enforceable under the Electronic Commerce Act (Republic Act 8792, 2000), which was the first Philippine law to grant legal recognition to electronic documents and signatures. The Supreme Court of the Philippines has upheld clickwrap agreements — where users must click 'I Agree' before proceeding — as valid contracts where the user is given a reasonable opportunity to read the terms. Browsewrap agreements, where acceptance is implied by continued use of a website, are generally more difficult to enforce and Philippine courts have placed greater scrutiny on whether users had actual or constructive notice of the terms. For maximum enforceability, Philippine businesses should require active acceptance (a checkbox or button), keep T&C accessible at all times, and maintain a log of user acceptance for dispute purposes.
Philippine Terms and Conditions must comply with several key statutes. The Civil Code of the Philippines (RA 386) governs contract formation, validity, and enforceability. The Consumer Act of the Philippines (RA 7394, 1992) protects consumers from deceptive and unconscionable business practices and establishes minimum standards for warranties on consumer goods that cannot be waived by contract. The Electronic Commerce Act (RA 8792, 2000) validates electronic contracts and signatures. The Data Privacy Act (RA 10173, 2012) requires that any processing of personal data be disclosed through a Privacy Policy, which T&C should cross-reference. The Cybercrime Prevention Act (RA 10175, 2012) makes it unlawful to use a platform to commit cybercrimes, and T&C should prohibit such use. The Intellectual Property Code (RA 8293, 1997) governs ownership and licensing of content on the platform. The Alternative Dispute Resolution Act (RA 9285, 2004) permits the inclusion of arbitration clauses, which Philippine courts generally uphold. The TRAIN Law (RA 10963) and VAT rules under the NIRC may also be relevant for the treatment of fees and charges.
Yes, Philippine websites and apps that process personal data of Philippine residents must have both a Terms and Conditions agreement and a separate Privacy Policy. The Data Privacy Act (RA 10173, 2012) and its Implementing Rules and Regulations (IRR) require personal information controllers to inform data subjects of the purpose of data collection, the basis for processing, data retention periods, and the rights of data subjects — including the right to access, correction, erasure, and data portability under NPC Advisory Opinions. These disclosures must appear in a Privacy Policy that is distinct from the general T&C, though the T&C may incorporate the Privacy Policy by reference. The National Privacy Commission (NPC), established under RA 10173, has issued Circular 2022-01 on data breach notification and multiple advisory opinions clarifying the mandatory content of privacy notices. Philippine businesses registered with the SEC or operating as sole proprietors registered with the DTI that collect, store, or process personal data — including names, contact details, purchase histories, and device identifiers — must register their data processing systems with the NPC if they employ 250 or more persons, or if their processing poses a risk to data subjects.
A Philippine business can limit its contractual liability through a Terms and Conditions agreement, but such limitations are subject to important exceptions under Philippine law. Under Civil Code Article 1172, liability for negligence cannot be reduced by contract if the negligence is gross or constitutes fraud. Civil Code Article 2229 prohibits penalties that are iniquitous or unconscionable, and courts may reduce excessive penalty clauses. The Consumer Act of the Philippines (RA 7394) provides non-waivable warranties on consumer products — particularly the implied warranty of merchantability and fitness for purpose for goods sold to consumers — meaning a business cannot disclaim these through T&C. In service transactions, the Supreme Court of the Philippines, in cases such as Cathay Pacific Airways v Vasquez (G.R. No. 150843, 2003), has held that carriers and service providers cannot fully disclaim liability for breach of duty to passengers or service recipients. Limitation of liability clauses are generally enforceable for commercial transactions between businesses (B2B) but are more strictly scrutinized in consumer (B2C) transactions. A well-drafted Philippine T&C should cap liability at the amount paid by the user in the preceding 12 months rather than entirely excluding it.
Philippine Terms and Conditions typically provide for dispute resolution through one or more mechanisms available under Philippine law. For smaller consumer disputes, the Consumer Act of the Philippines (RA 7394) establishes the DTI's Consumer Arbitration Officer (CAO) system and the product quality and safety enforcement mechanisms of the Bureau of Product Standards. The Alternative Dispute Resolution Act (RA 9285, 2004) authorizes the inclusion of binding arbitration clauses under the auspices of the Philippine Dispute Resolution Center Inc. (PDRCI) or the International Chamber of Commerce (ICC) Manila. The Katarungang Pambarangay Law under the Local Government Code (RA 7160, 1991) mandates barangay-level conciliation for disputes between parties in the same city or municipality before a complaint can be filed in court — making barangay mediation a required preliminary step for many consumer disputes. For disputes above the jurisdictional threshold (PHP 300,000 outside Metro Manila; PHP 400,000 in Metro Manila), the Regional Trial Court (RTC) has jurisdiction. Philippine courts in Makati, Pasig, and Taguig regularly handle commercial contract disputes arising from digital platforms and e-commerce T&C.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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