TERMS OF SERVICE

Last Updated: August 2026

These Terms of Service (“Terms”) govern access to and use of the websites, accounts, online services, subscriptions, software-as-a-service offerings, licensing services, digital product delivery, customer portals, and related services provided by BKES Information Technology Solutions, operating under the BKE Digital Solutions brand (“BKE,” “we,” “us,” or “our”).

By creating an account, placing an order, purchasing or subscribing to a Service, accepting a quotation that incorporates these Terms, or accessing or using a Service, you agree to be bound by these Terms.

If you accept these Terms on behalf of a company, government office, organization, or other entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, do not use the applicable Services.

BKE software installed or downloaded onto a device may also be governed by the BKE End-User License Agreement (“EULA”) and any product-specific license terms.

Our processing of personal information is governed by our Privacy Policy. Certain business customers may also enter into our Data Processing Addendum.

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1. DEFINITIONS

For purposes of these Terms:

“Account” means an account created to access BKE Services.

“Customer” means the individual or organization purchasing, subscribing to, or otherwise authorized to use a BKE Service.

“Customer Content” means data, files, information, images, documents, text, media, or other materials submitted by or on behalf of a Customer through a Service.

“Digital Product” means downloadable software, digital files, digital assets, subscriptions, licenses, or other electronically delivered products offered by BKE.

“Order” means a purchase, subscription, quotation, purchase order, statement of work, or other transaction accepted by BKE.

“Service” or “Services” means BKE websites, SaaS products, online platforms, account services, licensing services, software delivery, subscriptions, support services, custom technology services, and other services offered by BKE.

“Software” means downloadable or installed computer software supplied by BKE.

“User” means an individual authorized to access a Customer Account or Service.

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2. ELIGIBILITY AND AUTHORITY

You must have legal capacity to enter into a binding agreement.

If you use a Service for a business, government office, agency, institution, or organization, you represent that:

1. you are authorized to act for that organization;

2. information supplied to BKE is accurate;

3. your use of the Service is authorized by that organization; and

4. you will comply with applicable laws, regulations, policies, and procurement or contracting requirements that apply to you.

BKE is not responsible for determining whether an individual has complied with an organization’s internal authorization procedures.

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3. ELECTRONIC TRANSACTIONS

BKE may enter into agreements, receive orders, issue invoices, deliver notices, provide records, receive acceptances, and conduct transactions electronically.

By clicking an acceptance button, completing checkout, electronically signing, activating a subscription, using a license, or otherwise manifesting acceptance through an electronic system, you agree that such action may constitute your electronic acceptance of the applicable agreement.

Electronic transactions and electronic documents are recognized under Philippine law.

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4. ACCOUNTS

Certain Services require an Account.

You agree to provide accurate and reasonably current information when creating or maintaining your Account.

You are responsible for:

• protecting your login credentials;

• maintaining control over authorized users;

• using reasonable security practices;

• enabling additional authentication measures where required;

• promptly removing access from persons who are no longer authorized; and

• promptly notifying BKE of suspected unauthorized access.

You may not sell, transfer, lease, or otherwise transfer an Account unless expressly authorized by BKE.

Where there is a legitimate dispute concerning ownership or administration of an Account, BKE may temporarily restrict access while requesting reasonable evidence of authority.

BKE may rely on relevant information including payment records, organization records, account-creation records, contracts, purchase orders, or other reliable evidence.

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5. SERVICES AND PRODUCT-SPECIFIC TERMS

BKE may offer:

• SaaS subscriptions;

• commercial software licenses;

• perpetual software licenses;

• time-limited software licenses;

• trials;

• beta software;

• downloadable software;

• digital products;

• licensing and activation services;

• software updates;

• support services;

• implementation services;

• custom software development;

• systems integration; and

• other information-technology services.

Specific functionality, limits, pricing, duration, supported versions, device limits, user limits, storage limits, usage limits, or license conditions may be stated in the applicable product page, Order, quotation, EULA, statement of work, or other product-specific agreement.

Product-specific terms supplement these Terms.

Where a negotiated written agreement expressly conflicts with these Terms, the negotiated agreement controls for that specific transaction.

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6. SOFTWARE IS LICENSED, NOT SOLD

Unless BKE expressly states otherwise in writing, purchasing Software gives the Customer a license to use the Software and does not transfer ownership of BKE intellectual property.

Software license rights are governed by the applicable EULA and product-specific license terms.

Ownership of source code, object code, designs, architecture, documentation, trademarks, licensing technology, and other BKE intellectual property remains with BKE or its licensors.

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7. ORDERS, PRICING, AND PAYMENT

Prices will be displayed, quoted, or otherwise disclosed before the Customer becomes obligated to pay.

You agree to provide accurate billing and transaction information.

BKE may use independent payment processors. Payment information submitted directly to such providers may be handled under their own terms and privacy policies.

An Order is not necessarily final until BKE or its payment provider confirms acceptance or successful payment.

BKE may reject or cancel an Order where reasonably necessary because of:

• pricing or listing errors;

• payment failure;

• suspected fraud;

• legal restrictions;

• product unavailability;

• duplicate transactions;

• security concerns; or

• circumstances making fulfillment impossible or unlawful.

Where BKE cancels a fully paid Order before fulfillment, amounts paid for the cancelled portion will be refunded where applicable.

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8. TAXES AND INVOICES

BKE will issue invoices, receipts, or other transaction documents as required by applicable Philippine law and BKE’s registered invoicing arrangements.

Prices may be stated as tax-inclusive or tax-exclusive as indicated at checkout, in the quotation, invoice, or Order.

Customers remain responsible for taxes, duties, withholding obligations, or reporting responsibilities legally imposed directly upon them.

Nothing supplied by BKE constitutes tax, accounting, or legal advice.

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9. SUBSCRIPTIONS

Some Services are offered on a recurring subscription basis.

The applicable billing interval will be disclosed before purchase.

If automatic renewal is enabled and disclosed for a subscription, the Customer authorizes recurring charges according to the agreed billing interval until cancellation.

Customers may cancel eligible subscriptions using the cancellation method provided by BKE.

Unless otherwise stated, cancellation prevents the next renewal and does not automatically terminate access before the end of the already-paid subscription period.

Refunds are governed by the BKE Refund Policy and applicable law.

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10. NON-PAYMENT

If an amount becomes overdue, BKE may:

• notify the Customer;

• retry an authorized payment method where permitted;

• restrict paid functionality;

• suspend licensing or subscription access where the applicable license depends on an active subscription; or

• terminate the affected Service after reasonable notice where appropriate.

BKE will not remotely terminate a valid perpetual license merely because optional support or maintenance has expired unless the applicable license expressly provides otherwise.

Amounts properly incurred before termination remain payable.

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11. TRIALS

BKE may offer free or paid trials.

Trial terms may specify:

• duration;

• product;

• functionality;

• usage limits;

• device limits;

• activation limits; and

• conversion to a paid subscription.

Trials may not be repeatedly created or manipulated to avoid payment.

A trial provides temporary evaluation rights only and does not create a perpetual license.

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12. BETA AND PRE-RELEASE SERVICES

BKE may provide beta, preview, experimental, development, or pre-release Services.

Beta Services may:

• contain defects;

• be incomplete;

• change substantially;

• have limited support;

• be unavailable at times;

• be discontinued; or

• be replaced by a commercial release.

Unless expressly stated otherwise, beta access is temporary.

Free beta use does not transfer ownership of the product, source code, design, intellectual property, or commercial licensing rights.

Free beta access also does not create a perpetual right to continue using a later commercial version without a commercial license.

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13. CUSTOMER RESPONSIBILITIES

Customers and Users must:

• use Services lawfully;

• comply with the Acceptable Use Policy;

• maintain appropriate security;

• protect Account credentials;

• maintain lawful rights to Customer Content;

• obtain required permissions or consents for information they submit;

• comply with licenses applicable to third-party components;

• use Services only within purchased or authorized limits; and

• cooperate reasonably with BKE when investigating security incidents or abuse.

Customers are responsible for actions of Users they authorize.

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14. ACCEPTABLE USE

Use of the Services is subject to the BKE Acceptable Use Policy, incorporated into these Terms by reference.

Serious or repeated violations may result in restriction, suspension, or termination.

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15. CUSTOMER CONTENT

As between BKE and the Customer, the Customer retains ownership of Customer Content that the Customer lawfully owns.

The Customer grants BKE a limited right to host, store, copy, transmit, display, process, back up, and otherwise handle Customer Content only as reasonably necessary to:

• provide the Service;

• maintain and secure the Service;

• perform requested support;

• comply with lawful obligations; and

• perform other processing expressly authorized by the Customer.

BKE does not obtain ownership of Customer Content merely because it is processed through a Service.

The Customer represents that it possesses sufficient rights and lawful authority to submit Customer Content.

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16. CUSTOMER PERSONAL DATA

Where BKE determines the purposes and means of processing personal information, BKE acts as a Personal Information Controller.

Where BKE processes personal information solely on behalf of a business Customer under that Customer’s instructions, BKE may act as a Personal Information Processor.

Such processing may additionally be governed by the BKE Data Processing Addendum.

The Data Privacy Act permits outsourcing of personal-information processing while requiring appropriate safeguards and accountability.

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17. CUSTOM SOFTWARE AND PROFESSIONAL SERVICES

BKE may provide custom software development, configuration, implementation, integration, consulting, or related professional services.

Such work may require a separate quotation, Statement of Work (“SOW”), project agreement, or acceptance criteria.

Unless expressly stated otherwise in writing:

1. the Customer retains ownership of Customer materials supplied to BKE;

2. BKE retains ownership of tools, libraries, frameworks, techniques, templates, infrastructure, software, code, know-how, and intellectual property created or owned by BKE independently of the Customer-specific deliverable;

3. reusable or general-purpose components do not become Customer-exclusive merely because BKE uses them in a project;

4. Customer rights in a custom deliverable are determined by the applicable SOW or project agreement; and

5. work outside the agreed scope may require additional fees.

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18. THIRD-PARTY SERVICES

BKE Services may depend upon or integrate with third-party:

• cloud infrastructure;

• payment systems;

• email services;

• operating systems;

• APIs;

• databases;

• libraries;

• open-source software;

• software applications;

• hardware;

• networks; or

• other services.

BKE does not control independent third-party services and cannot guarantee their continued availability or compatibility.

A third party may change, discontinue, restrict, or charge for its service.

BKE may modify an integration where reasonably necessary because of changes made by a third-party provider.

Use of independent third-party services may be governed by separate terms between the Customer and that provider.

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19. OPEN-SOURCE AND THIRD-PARTY SOFTWARE

BKE products may contain open-source or third-party components.

Those components remain subject to their applicable licenses.

Where an open-source or third-party license grants rights that differ from this Agreement, that license controls with respect to the applicable component.

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20. BKE INTELLECTUAL PROPERTY

Except for Customer Content and third-party materials, BKE and its licensors retain all rights in BKE products and Services.

Protected materials may include:

• software;

• source code;

• compiled code;

• architecture;

• algorithms;

• licensing systems;

• product names;

• product interfaces;

• documentation;

• graphics;

• designs;

• databases;

• websites;

• trademarks;

• logos;

• workflows;

• templates; and

• proprietary business materials.

Computer programs are recognized as protected works under Philippine intellectual-property law.

No rights are granted except those expressly provided by BKE.

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21. FEEDBACK

If you voluntarily provide suggestions, ideas, comments, or feature requests concerning BKE products, you permit BKE to consider and use that feedback without payment or obligation to implement it.

This provision does not transfer ownership of your confidential information, Customer Content, or independently owned intellectual property.

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22. PRODUCT UPDATES

BKE may release:

• bug fixes;

• security updates;

• compatibility updates;

• maintenance releases;

• minor updates;

• feature updates; or

• major versions.

Entitlement to updates depends upon the applicable product license.

A perpetual license to one version does not necessarily include every future major version.

A subscription may include updates only while the subscription remains active.

BKE may require use of a supported version before providing technical remediation.

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23. SERVICE CHANGES

BKE may reasonably modify Services to:

• improve functionality;

• address security issues;

• maintain legal compliance;

• replace obsolete technology;

• maintain third-party compatibility;

• improve performance; or

• develop the Service.

BKE will not intentionally remove a material paid entitlement during a prepaid fixed term without providing an appropriate substitute, adjustment, or other remedy where required by the applicable agreement or law.

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24. SERVICE AVAILABILITY

BKE aims to provide reliable Services but does not promise uninterrupted availability unless a specific Service Level Agreement states otherwise.

Availability may be affected by:

• maintenance;

• software defects;

• cybersecurity incidents;

• network failures;

• third-party infrastructure;

• telecommunications failures;

• force majeure events; or

• circumstances outside BKE’s reasonable control.

Specific uptime guarantees apply only when expressly stated in a separate SLA or contract.

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25. SUPPORT

Support is governed by the BKE Support Policy and any product-specific or enterprise support agreement.

General support does not include guaranteed response or resolution times unless expressly provided by an SLA or separate written agreement.

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26. SECURITY

BKE implements reasonable technical and organizational safeguards appropriate to its Services.

Customers remain responsible for securing their own:

• devices;

• credentials;

• networks;

• administrators;

• integrations;

• operating systems; and

• Customer-controlled configurations.

No computer system or Internet service can be guaranteed to be completely secure.

Suspected security vulnerabilities should be reported through BKE’s designated security or support channel.

Unauthorized penetration testing, exploitation, or security scanning is prohibited unless BKE has given prior written authorization.

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27. SUSPENSION

BKE may temporarily suspend or restrict access where reasonably necessary because of:

• material non-payment;

• suspected fraud;

• compromised credentials;

• security threats;

• illegal activity;

• serious Acceptable Use Policy violations;

• deliberate license circumvention;

• excessive activity threatening Service stability;

• a lawful government order; or

• activity that materially threatens BKE or other users.

Where reasonably practicable, BKE will provide notice and an opportunity to remedy the issue.

Immediate action may be taken when necessary to protect users, systems, evidence, or legal compliance.

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28. TERMINATION

The Customer may terminate a Service according to the applicable subscription, Order, or agreement.

BKE may terminate a Service for:

• material breach;

• repeated non-payment;

• fraud;

• unlawful activity;

• deliberate piracy or license circumvention;

• serious cybersecurity abuse; or

• other material violations that remain uncured after reasonable notice where cure is appropriate.

Termination does not remove obligations properly incurred before termination.

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29. DATA AFTER TERMINATION

Customer-data handling following termination depends upon the relevant Service.

BKE may establish reasonable export, retention, archival, backup, and deletion periods.

Where a business Service processes Customer-controlled personal data, return or deletion may additionally be governed by the Data Processing Addendum.

BKE may retain records where reasonably necessary for:

• legal obligations;

• accounting;

• taxation;

• fraud prevention;

• licensing records;

• security;

• audit;

• dispute resolution; or

• enforcement of legal rights.

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30. REFUNDS

Refunds, payment reversals, duplicate charges, subscription cancellations, failed delivery, and defective Digital Products are governed by the BKE Refund Policy.

Nothing in these Terms limits remedies that cannot lawfully be waived under applicable Philippine consumer law.

Internet transactions involving digital goods and services are covered by the Philippine Internet Transactions Act.

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31. WARRANTIES

BKE warrants that it will provide paid Services with reasonable care and in material accordance with applicable product documentation, subject to any more specific warranty contained in an Order, EULA, or agreement.

Except to the extent prohibited by law or expressly warranted:

• BKE does not warrant that a Service will be completely uninterrupted or error-free;

• BKE does not guarantee compatibility with every third-party product;

• BKE does not guarantee any particular commercial, financial, audience, operational, or business result;

• BKE does not warrant independent third-party services; and

• beta or experimental Services may be provided without production-level warranties.

Mandatory consumer warranties and statutory remedies remain unaffected.

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32. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, BKE will not be liable for indirect, incidental, special, exemplary, or consequential losses that were not reasonably foreseeable and were not directly caused by BKE’s breach.

For business Customers, unless a separate agreement states otherwise, BKE’s aggregate contractual liability arising from a particular paid Service will not exceed the total amount paid by the Customer to BKE for that affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

For a one-time license or project purchased less than twelve (12) months before the event giving rise to the claim, the applicable cap will not exceed the amount actually paid for that affected license or project.

These limitations do not apply where liability cannot lawfully be excluded or limited, including rights available under mandatory consumer or data-protection law.

Nothing in these Terms excludes liability for fraud, willful misconduct, or other liability that Philippine law does not permit a party to exclude.

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33. CUSTOMER INDEMNITY

To the extent permitted by law, a business Customer agrees to indemnify BKE against third-party claims resulting directly from:

• unlawful Customer Content;

• infringement caused by materials supplied by the Customer;

• the Customer’s unauthorized or unlawful use of the Services;

• fraud or willful misconduct by the Customer;

• the Customer’s violation of the Acceptable Use Policy; or

• the Customer’s violation of third-party rights.

This provision does not require a consumer to waive protections that cannot lawfully be waived.

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34. FORCE MAJEURE

Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, including:

• natural disasters;

• severe weather;

• fire;

• war;

• civil unrest;

• widespread telecommunications failures;

• widespread Internet outages;

• major cloud infrastructure failures;

• government orders;

• labor disruptions;

• epidemics or pandemics; or

• similar events beyond reasonable control.

The affected party must resume performance when reasonably possible.

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35. COMPLAINTS AND REDRESS

Customers may submit complaints through BKE’s designated support or complaint channel.

BKE will maintain an internal process for addressing complaints concerning Internet transactions, purchases, digital products, subscriptions, and Services.

Customers retain the right to pursue remedies through appropriate government agencies, courts, or other lawful mechanisms where available.

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36. GOVERNING LAW

These Terms are governed by the laws of the Republic of the Philippines.

The parties are encouraged to attempt good-faith resolution of disputes before commencing formal proceedings.

Business parties may mutually agree to mediation, arbitration, or another lawful alternative dispute-resolution process.

Nothing in these Terms deprives a consumer of a forum, remedy, or protection that cannot lawfully be waived.

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37. NO WAIVER

Failure by BKE to enforce a provision on one occasion does not permanently waive that provision.

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38. SEVERABILITY

If a provision is held invalid or unenforceable, it will be limited or removed only to the extent necessary, and the remaining provisions will continue in effect.

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39. ASSIGNMENT

Customers may not assign their rights under these Terms without BKE’s consent unless applicable law provides otherwise.

BKE may assign an agreement as part of a lawful reorganization, business transfer, succession, or transfer of the relevant business, provided applicable Customer rights remain protected.

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40. CHANGES TO THESE TERMS

BKE may update these Terms as its Services, business operations, or legal obligations evolve.

Material changes will be communicated where required by law.

Changes will not retroactively deprive a Customer of a fully paid perpetual license or other vested contractual entitlement unless permitted by the applicable agreement and law.

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41. ENTIRE AGREEMENT

These Terms, together with applicable:

• Orders;

• quotations;

• EULAs;

• product terms;

• Support Policies;

• Refund Policies;

• Acceptable Use Policies;

• Privacy Policies;

• Data Processing Addenda; and

• negotiated agreements

form the applicable agreement between BKE and the Customer.

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42. CONTACT

BKES Information Technology Solutions

Operating under the BKE Digital Solutions brand

Philippines

Support:

support@bkedigitalsolutions.com