Platform terms of service

Counterpart is operated by [OPERATOR_LEGAL_NAME], of [OPERATOR_BUSINESS_ADDRESS], [OPERATOR_COUNTRY] (Counterpart, we or us). Legal notices may be sent to [LEGAL_CONTACT_EMAIL]. These terms govern your use of the website and related account, application, engagement and support tools. They take effect only on [EFFECTIVE_DATE] after publication and the required acceptance process.

You must be at least 18, have legal capacity, provide accurate account information and have authority to act for any organization you represent. A trading name or venture profile does not identify the contracting legal person by itself. You are responsible for your credentials and authorized account activity; report suspected unauthorized access promptly.

Counterpart helps people discover ventures and jobs, exchange applications, record accepted terms, track work and compensation, and request support. Each builder, employer and counterpart is responsible for their own representations, authority and performance. Counterpart is not a party to an engagement merely because it hosts the record. If Counterpart's operator itself engages you, it must identify itself as a contracting party in a separate agreement.

We do not provide escrow, custody, payment processing, investment brokerage, legal representation or a guarantee of another member's performance. Email or optional identity verification does not certify solvency, company authority, product quality, safety or future results. These descriptions do not exclude duties that applicable law imposes on us.

A listing, application, shortlist or invitation to discuss work does not start an engagement. Ventures in development may accept applications while their product or commercial terms are still being prepared. Applicants should assess the disclosed stage. Productive work must wait for the relevant accepted paid terms; an application must not be used to obtain unpaid client work.

For a commercial engagement, the builder proposes a saved offer and the invited counterpart accepts that exact version before work starts. Offers expire after 14 days. Continuing beyond the paid trial requires both parties' recorded agreement. Job offers have their own written terms and acceptance. Public listing edits, a new platform policy or a performance entry do not amend an existing contract. Changes to scope, fees, ownership or duration require the affected parties' express agreement.

Members arrange and make payments outside Counterpart. A reported payment is the payer's assertion; an acknowledgment is the recipient's assertion. Neither is bank verification or a platform guarantee. Keep suitable evidence and use the claim and review tools for errors. Agree currency, due dates, eligible revenue, attribution, deductions, expenses and any post-exit commission tail before starting. No subscription, placement fee or commission is owed to Counterpart unless separately disclosed and expressly agreed before it is incurred.

Each party must meet applicable tax, invoicing, withholding, employment and benefits duties. Describing someone as a partner, contractor or intern does not determine their legal status or waive mandatory rights. Cash compensation and validly accrued rights do not disappear when access ends.

An equity percentage, performance score, grant entry or vesting calculation does not issue or transfer shares. Cofounder rights require the appropriate external signed instruments, corporate approvals and other legal steps. Company records and valid instruments govern ownership. Counterpart is not an authoritative share register and does not invite the public to invest through these tools.

Keep material claims about products, revenue, company identity, compensation and vacancies accurate and current. Disclose development status and material limitations. Publish only content you have the right to use. Do not impersonate others, fabricate traction or receipts, submit duplicate claims, make unlawful investment solicitations, misclassify workers to avoid mandatory protections, demand applicant deposits, harass, discriminate unlawfully, or retaliate against a good-faith complaint.

Do not compromise accounts, distribute malware, evade access controls, scrape private records or use personal information for unrelated solicitation. Permission to view information is not permission to republish it. The conduct and complaints policy explains how reports are handled; it must be adopted with these terms to form part of them.

You retain rights you hold in your content. You grant us a non-exclusive, worldwide, royalty-free permission to host, copy, format, transmit and display that content only as reasonably necessary to operate, secure and support the service, carry out your sharing choices, and meet lawful obligations. We may use service providers for those purposes. This permission does not transfer ownership or authorize unrelated advertising use of private work.

Public venture and job content can be viewed and copied by others. Private applications, messages and evidence are shared according to the service's access rules. Removing a public listing cannot recall copies made by recipients or search engines. On closure, our permission ends except for retained records needed for lawful recordkeeping, disputes, backups awaiting normal expiry or rights already granted to another contracting party. Ownership of engagement work must be addressed separately between its parties.

Use another member's non-public information only for the application, engagement or support purpose for which it was shared, or another authorized lawful purpose. Protect access credentials and restrict onward disclosure to people who need the information and are bound to protect it. Confidentiality does not prohibit lawful reporting to authorities, obtaining professional advice or exercising legal rights.

The privacy notice describes personal-data processing and your rights. Acknowledging that notice is not blanket consent to optional processing. Do not upload unnecessary identity documents, payment-card details, passwords or third-party personal data. Members who use applicant or customer data for their own business purposes remain responsible for that processing.

We may request clarification, limit visibility, hide a listing or restrict access when reasonably necessary to address misleading content, abuse, security incidents, legal duties or material violations. We aim to give a reason and an opportunity to respond where lawful and practicable. Immediate protective action may be needed. We do not promise to pre-screen every listing or investigate every dispute as a court would.

You may ask us to review a moderation decision or close your account through Support or [LEGAL_CONTACT_EMAIL]. We consider the evidence and proportionality of restrictions. Closure and suspension do not cancel debts, transfer intellectual property, remove lawful ownership or erase relevant evidence. Where access is restricted, request necessary records through the contact above; disclosure remains subject to identity checks and other people's rights.

We use reasonable care to operate the service, but cannot promise uninterrupted access, error-free records or a particular business result. Maintain your own copies of essential agreements and evidence, check calculations, and report discrepancies. Third-party websites and services have their own terms. Mandatory warranties, remedies and statutory duties remain unaffected.

To the extent permitted by law, neither party is liable to the other under these platform terms for indirect or consequential losses that were not reasonably foreseeable. For other claims arising from the platform service, our proposed aggregate contractual liability is limited to the greater of PHP 25,000 or fees you paid directly to Counterpart for the service during the preceding 12 months. This limit does not apply to fraud, wilful misconduct, gross negligence, our breach of confidentiality or data-protection duties, or liability that cannot lawfully be limited. It does not cap amounts owed under a separate engagement or bind a court's mandatory remedies.

You remain responsible for loss caused by your unlawful conduct or breach to the extent established by agreement or a competent forum. These terms do not impose a blanket indemnity for our own wrongdoing or authorize automatic deductions from compensation.

Send a platform complaint with the relevant record, requested remedy and safe contact details to Support or [LEGAL_CONTACT_EMAIL]. For engagement disputes, use the agreed process and the engagement review tools. We may facilitate communication and record an administrative outcome. We do not issue a binding judicial award, transfer money or determine legal share ownership through a support decision.

The proposed governing law is the law of the Philippines, subject to mandatory protections and conflict-of-laws rules that apply to the parties. Courts and authorities with lawful jurisdiction remain available. There is no mandatory private arbitration, exclusive distant venue, class-action waiver or contractual shortening of statutory claim periods in these terms. Urgent relief and reports to regulators or law enforcement do not require waiting for internal review.

We send service notices through your registered email or account. Keep your details current. Material changes will have a new version and effective date and will be communicated before taking effect where practicable. We will obtain renewed acceptance where required; a publication date alone does not prove acceptance. Changes apply prospectively and do not rewrite an accepted engagement.

These terms and the policies expressly incorporated at adoption govern the platform relationship. A separately accepted engagement governs the work between its parties; a valid external corporate instrument governs its subject matter. Mandatory law prevails in every case. If a provision is unenforceable, the remaining provisions continue so far as lawful. A delay in enforcement is not a waiver. Provisions intended to survive, including accrued obligations, confidentiality, record permissions and dispute provisions, survive closure to the extent appropriate.