Terms & Conditions

1. Agreement to these Terms

By accessing or using bovaoffice.com, you agree to these Terms & Conditions as they apply to your use of the website.

If you engage BOVA for services, these Terms & Conditions also apply to that engagement unless a separate written service agreement, proposal, statement of work, or other agreement signed or accepted by both parties provides otherwise.

If there is a conflict between these Terms & Conditions and a written service agreement for a specific engagement, the specific service agreement will control to the extent of the conflict.

If you do not agree to these Terms & Conditions, please do not use the website or engage BOVA for services.

2. Our services

BOVA provides back-office virtual assistance and related digital support services, which may include administrative, content, outreach, operations, systems, creative, website, and other support services.

The specific services, scope of work, deliverables, working arrangements, service levels, fees, and timelines for an engagement will be set out in the applicable proposal, statement of work, or service agreement.

BOVA will perform services with reasonable care and skill. Unless expressly agreed in writing, BOVA does not guarantee any particular business, financial, marketing, sales, audience, traffic, recruitment, or other outcome from the services.

Results may depend on factors outside BOVA's control, including client decisions, market conditions, third-party platforms, algorithms, technical systems, and information supplied by the client.

3. Fees, billing, and payment

Fees, billing schedules, payment methods, and payment terms will be specified in the applicable proposal, invoice, or service agreement.

Unless otherwise agreed in writing:

• Invoices must be paid by the applicable due date.
• BOVA may suspend or pause services where an account is overdue.
• The client remains responsible for fees for services properly performed before suspension or termination.
• Any third-party costs, subscriptions, software, advertising spend, or other expenses will be the client's responsibility where agreed or authorized in advance.
• Applicable taxes, duties, or government charges will be handled in accordance with applicable law and the terms of the engagement.

Any deposits, prepaid fees, or cancellation charges will be governed by the applicable service agreement.

4. Client responsibilities

The client agrees to:

• Provide accurate, complete, and timely information, instructions, access, approvals, and materials reasonably required for BOVA to perform the services;
• Ensure that it has the authority to provide BOVA with access to accounts, systems, data, content, and other materials;
• Maintain appropriate security over its own accounts and credentials;
• Promptly notify BOVA of any suspected unauthorized access or security incident involving an account used for the services;
• Review and approve materials where client approval is required;
• Ensure that materials supplied to BOVA do not infringe the rights of third parties or violate applicable law; and
• Cooperate reasonably with BOVA so that the services can be performed as agreed.

BOVA is not responsible for delays or failures caused by the client's failure to provide required information, access, approvals, or materials in a timely manner.

5. Client instructions and acceptable use

The client will not require BOVA to perform activities that BOVA reasonably believes:

• Violate applicable law or regulation;
• Infringe intellectual property, privacy, or other rights of another person;
• Involve fraud, deception, harassment, abuse, or other unlawful conduct;
• Violate the terms or policies of a third-party platform or service; or
• Create an unreasonable security, legal, or operational risk for BOVA or its personnel.

BOVA may refuse, suspend, or discontinue an instruction that falls within these circumstances.

6. Confidentiality

Each party agrees to protect the other party's non-public and confidential information and to use it only as reasonably necessary to perform or receive the services or otherwise fulfill the applicable engagement.

Confidential information may include business information, customer information, financial information, credentials, internal processes, strategies, unpublished materials, proprietary information, and other information that a reasonable person would understand to be confidential.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms;
• Was lawfully known to the receiving party before disclosure;
• Is independently developed without use of the other party's confidential information;
• Is lawfully received from a third party without a duty of confidentiality; or
• Must be disclosed by law, regulation, court order, or government authority, provided that disclosure is limited to what is legally required where permitted.

These confidentiality obligations survive the end of the engagement.

Nothing in this section limits either party's obligations under applicable data protection or privacy laws.

7. Data privacy

BOVA processes personal data in accordance with its Privacy Policy and applicable Philippine data protection laws and regulations, including Republic Act No. 10173, the Data Privacy Act of 2012.

Our handling of personal data is described in our Privacy Policy.

Clients are responsible for ensuring that they have an appropriate lawful basis and authority to provide personal data to BOVA for processing where required by applicable law.

Where an engagement involves BOVA processing personal data on behalf of a client, the parties may enter into additional data processing or privacy terms where required.

8. Intellectual property

Unless otherwise agreed in writing:

• Materials and content supplied by the client remain the client's property.
• BOVA retains ownership of its pre-existing materials, templates, processes, systems, methodologies, frameworks, know-how, tools, and reusable resources.
• Third-party materials remain subject to the applicable third-party ownership and licensing terms.
• Deliverables specifically created by BOVA for the client as part of an engagement will be assigned or licensed to the client, as applicable, upon full payment of the fees for those deliverables.

Where a deliverable incorporates BOVA's pre-existing materials, BOVA retains ownership of those underlying materials while granting the client the rights reasonably necessary to use the completed deliverable for the agreed purpose.

BOVA may use general skills, knowledge, ideas, techniques, and know-how developed or acquired during an engagement, provided that doing so does not disclose the client's confidential information or violate the client's rights.

9. Third-party platforms and services

BOVA may use or work with third-party platforms, software, hosting providers, communication tools, social networks, advertising platforms, payment services, or other external services as part of an engagement.

BOVA is not responsible for outages, service changes, account restrictions, algorithm changes, security incidents, data loss, suspension, termination, or other events caused by third-party platforms or services, except to the extent caused by BOVA's own breach, negligence, or other liability that cannot lawfully be excluded.

Clients remain responsible for maintaining their own accounts and complying with the terms and policies of third-party services they use.

10. Service availability and delays

BOVA will make reasonable efforts to perform services according to agreed schedules. However, timelines may be affected by circumstances outside BOVA's reasonable control, including client delays, third-party outages, platform changes, technical failures, internet or telecommunications issues, natural disasters, government actions, or other events beyond reasonable control.

Where reasonably practicable, BOVA will communicate material delays and work with the client on an appropriate adjustment to the schedule.

11. Termination

Either party may terminate an engagement in accordance with the notice period and termination provisions stated in the applicable service agreement.

Where the service agreement does not specify a termination process, either party may request termination by providing reasonable written notice.

BOVA may suspend or terminate services immediately where reasonably necessary because of:

• Material nonpayment;
• A material breach of these Terms or the applicable service agreement;
• Unlawful or fraudulent activity;
• A significant security risk;
• Conduct that threatens BOVA personnel or systems; or
• Other circumstances where continued performance would create a significant legal or operational risk.

Upon termination, the client remains responsible for all fees and approved expenses incurred up to the effective termination date.

Provisions that by their nature should survive termination, including confidentiality, intellectual property, payment obligations, limitations of liability, and applicable dispute provisions, will survive termination.

12. Limitation of liability

To the maximum extent permitted by applicable law, BOVA will not be liable for indirect, incidental, special, exemplary, or consequential losses, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings arising from or related to an engagement.

To the maximum extent permitted by applicable law, BOVA's aggregate liability arising out of or relating to a particular engagement will not exceed the total fees actually paid to BOVA for the services giving rise to the claim during the applicable period specified in the service agreement, or, where no period is specified, the three months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

13. No professional or regulated advice

Unless expressly agreed in writing and provided by appropriately qualified professionals, BOVA's services do not constitute legal, accounting, tax, financial, medical, or other regulated professional advice.

Clients remain responsible for obtaining professional advice where appropriate and for making their own business and legal decisions.

14. Independent contractor relationship

BOVA provides services as an independent contractor.

Nothing in these Terms or an engagement is intended to create an employment relationship, partnership, joint venture, or general agency relationship between BOVA and the client.

Neither party may represent that it has authority to bind the other party unless expressly authorized in writing.

15. Changes to these Terms

BOVA may update these Terms & Conditions from time to time to reflect changes in our services, business practices, technology, or applicable legal requirements.

The updated version will be posted on this website with a revised “Last updated” date.

Changes to terms governing an existing service engagement will not automatically modify a signed service agreement unless permitted under that agreement or separately agreed by the parties.

16. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

17. No waiver

A failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it later.

18. Governing law and jurisdiction

These Terms are governed by and interpreted in accordance with the laws of the Republic of the Philippines, without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or an engagement will be handled in accordance with the dispute-resolution provisions of the applicable service agreement. Where no such provisions apply, the parties will attempt in good faith to resolve the dispute before pursuing formal legal remedies.

19. Contact

For questions regarding these Terms & Conditions, please contact:

Email: contact@bovaoffice.com

BOVA (Back Office VA)