1. Purchase Order Terms and Conditions (PH)

Purchase Order Terms and Conditions (PH)

These Terms, together with the Purchase Order constitute the entire agreement between the parties (the “Agreement”). This Agreement constitutes the parties' entire contractual agreement and supersedes any previous oral or written representations, including but not limited to provisions in quotations, proposals, acknowledgments or other documents.

The Terms of this Agreement may not be varied or modified in any manner. Any modification of the Terms or any attempt by Vendor to modify the Terms shall be rejected and void.

Except for transactions governed by a written agreement, executed by both parties as described above, the Terms shall be deemed accepted by Vendor by delivering the Goods or Services by the date specified in the Purchase Order (“PO”).

1. Definitions

1.1 Affiliate: means any entity that is controlled by, or is under the common control of an entity where “control” means ownership of 50% or more interest and authority of the Affiliate.

1.2 Applicable Law: means all international, federal, state, provincial, and local laws, rules, regulations, directives, or other governmental requirements applicable to obligations under this Agreement.

1.3 Background Materials: means any Materials created, acquired, invented, licensed, or otherwise owned by either party either: (a) before the Commencement Date; or (b) during the term of the Agreement but independently from the Services provided under the Agreement.

1.4 Business Day: means any day other than a Saturday, Sunday or a public holiday recognized in locale where Services are being performed.

1.5 Commencement Date: means the date the Agreement commences as set out in the Details.

1.6 Expiration Date: means the date the Agreement will conclude set out in the Details, or as may be extended by the parties.

1.7 Deliverables: means a work made for hire, invention, or other item which is supplied to Canva by Vendor in the course of performing the Services or otherwise in connection with Vendor’s provision of Services under this Agreement.

1.8 Fee: means the fee described in the applicable Order.

1.9 Goods: means items and materials, including products, hardware, furniture, equipment, or merchandise that are provided by the Vendor as identified in an Order.

1.10 Intellectual Property Rights: means any and all intellectual property rights existing anywhere in the world, including:

(a) copyright and rights in the nature of or analogous to copyright;

(b) patents, petty patents, inventions, know-how, trade secrets, and similar rights;

(c) trademarks, service marks, business names and domain names;

(d) designs and circuit layouts; and

(e) all other rights of a similar nature arising through intellectual activity in the industrial, scientific, literary and artistic fields.

1.11 Loss: means any liabilities, damages, costs, expenses (including reasonable legal fees, costs and expenses of investigation, litigation, settlement, and judgment), interest, and penalties.

1.12 Materials: means any documentation, data, know-how, processes, methodologies, formulas, designs, works of authorship, inventions, software, or technologies.

1.13 Moral Rights: has the meaning set out under applicable law and namely includes:

(a) the right of attribution;

(b) the right not to have work falsely attributed; and

(c) the right not to have work subject to derogatory treatment.

(d) or reports provided to Canva, including, without limitation, franchise fees, other fees payable by Vendor to any third party.

1.14 Order: including, Order Forms, Statements of Work (“SOW”) and Purchase Orders, that sets out the Goods, Services, and Deliverables to be provided by Service Provider to Canva.

1.15 Personnel: means either party’s employees, agents, consultants, contractors, and/or Subcontractors.

1.16 Services: The work or services to be performed by Vendor in accordance with this Agreement, as described in, or contemplated by an Order or elsewhere under this Agreement.

1.17 Subcontractor: means the entity or person hired or engaged by Vendor to perform some or all of Vendor’s obligations under this Agreement.

2. Personnel

2.1 Vendor is responsible for all of its Personnel and will be liable to Canva for any of Vendor’s Personnel’s acts or omissions relating to this Agreement.

2.2 Vendor warrants, represents and ensures that each of the Vendor Personnel: (a) have undergone adequate background investigations including criminal history (to the extent permitted by Applicable Law) to any specifications, if any, provided by Canva; (b) are legally entitled to work in the country or territory in which Services are performed; and (c) has entered into an agreement with

2.3 Vendor with terms that are no less protective of Canva’s rights than this Agreement.

If Canva raises any legitimate, lawful, and non-discriminatory concerns regarding the Vendor’s Personnel, and upon Canva’s reasonable request and notice of such concerns, Vendor shall promptly address and remediate such concerns. If after a reasonable consultation between the parties to remediate such concerns, Canva or a Canva Affiliate (as applicable) may request that such Vendor Personnel be removed and replaced as quickly as possible.

3. Subcontracting

Vendor will:

(a) be liable for the acts and omissions of any Subcontractor, as if they were the acts and omissions of Vendor; and

(b) not, by subcontracting the Services, be relieved of any of its obligations or liabilities under this Agreement.

4. Confidentiality

Recipient agrees that it: (a) will not use any Confidential Information other than as expressly permitted under this Agreement or as expressly authorized in writing by Discloser, (b) will protect the Confidential Information against disclosure with at least the same degree of care as it uses to protect its own confidential information of similar nature, but in no circumstances less than reasonable care, and (c) will not disclose the Confidential Information to any person or entity other than Recipient’s officers, employees, and consultants who need access to such Confidential Information to effect the intent of this Agreement, and who are bound by written confidentiality obligations at least as protective as those set forth in this Section 4.

Confidential Information does not include information that:

(i) was in Recipient’s possession before receipt from Discloser;

(ii) was independently developed by Recipient without use of the Discloser’s Confidential Information as can be shown by documentary evidence;

(iii) was rightfully disclosed to Recipient by a third party without restriction on disclosure;

(iv) is or becomes a matter of public knowledge through no fault of Recipient; or

(v) as required by law to the extent required by law or court order provided Recipient makes commercially reasonable efforts to provide Discloser with notice of such disclosures as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order or other judicial remedy.

A recipient of Confidential Information will protect the discloser’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

5. Fees, Invoicing, Payment, & Delivery

5.1 All invoices will be due and payable within Net thirty (30) days from receipt of an undisputed invoice. containing the applicable PO number, date of issue, purchaser’s legal name, fees, tax, and payment terms.

5.2 Fees will be paid in the currency set out in the applicable PO.

5.3 The Fee is exclusive of any tax, impost, levy, contribution, or other amount (“Taxes”) which Canva may be required by law to pay in relation to the provision of the Services, and applicable Taxes will be billed on a separate line item in an applicable invoice.

5.4 Delivery.

(a) Time is of the essence in respect of the Vendor’s obligation to deliver. The Vendor shall deliver the Goods to the agreed upon location, or perform the Services, by the due date(s) stated on the Order (“Delivery Date(s)”). The Vendor shall notify Canva if and promptly when it anticipates or reasonably should anticipate that delivery or performance, as the case may be, will not be made by the Delivery Date(s). If the Vendor fails to deliver the Goods to the agreed upon location, or perform the Services, by the Delivery Date(s), Canva may, without prejudice to any other rights or remedies it may have under the Order or otherwise, terminate the Order, without liability to the Seller.

(b)DDP Incoterms shall apply to the delivery of any Goods.

6. Warranties

6.1 Each party warrants that it:

(a) Has full power and authority to enter into the Agreement, and that it has all necessary rights to perform its obligations under these Terms; and

(b) Will comply with all Applicable Laws.

6.2 Vendor warrants that it:

(a) Will perform any Services with professional skill and in accordance with industry standards;

(b) Will meet any Specifications or other obligations set forth in the Agreement, or any applicable Order;

(c) Will ensure Goods, Services, and Deliverables do not infringe, misappropriate or otherwise violate the Intellectual Property Rights, right of privacy, right of publicity or any other right of any third party;

(d) Will be solely liable for its Personnel’s actions and omissions;

(e) The Goods, Services, and Deliverables will comply with any requirements provided in an applicable Order or otherwise in writing;

(f) the Goods and Services are free of any liens, encumbrances or defects; and

(g) The Vendor will pass through any warranties, licenses, or indemnities from any original equipment manufacturer.

7. Indemnification

Vendor will indemnify and defend Canva, Canva’s Affiliates, and their respective officers, directors, employees, successors, assigns, customers, and contractors for and against, all liabilities, claims, damages, Losses relating to Vendor’s or its Personnel’s acts or omissions arising from or in connection with:

(a) personal injury (including death and illness) to any person;

(b) loss or damage to any real or personal property of Canva or any other person;

(c) any allegation, claim, suit or action that the Goods, Services, Deliverables, or the authorized use of the Goods, Services, or Deliverables infringes, misappropriates, or violates a third party’s Intellectual Property Rights or Moral Rights;

(d) noncompliance with Applicable Law;

(e) breach of applicable data protection laws causing unauthorized access or use of Personal Data (as defined in the GDPR and other applicable data privacy laws; or

any allegation, claim, suit or action arising from wilful misconduct, gross negligence, or fraud.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 7 (INDEMNIFICATION), 10 (INTELLECTUAL PROPERTY RIGHTS), AND 4 (CONFIDENTIALITY), OR AS A RESULT OF A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IRRESPECTIVE OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES ARISES UNDER BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR OTHER THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NEITHER PARTY WILL BE LIABLE FOR: (A) ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DAMAGES GREATER THAN FEES PAID AND PAYABLE UNDER THIS AGREEMENT FOR THE 12 MONTH PERIOD PRECEDING THE CLAIM FROM WHICH LIABILITY AROSE.

9. Insurance

9.1 Vendor, at its sole expense, must maintain and provide evidence of insurance coverage and limits as described in this Section (Insurance) and any additional insurance as required by Applicable Law during the term of this Agreement or until the Services under an applicable Order are completed (whichever occurs last).

(a) Public Liability insurance covering liability arising from Premises Liability, Completed Operations Liability, Personal Injury, Advertising Injury, or Products Liability with minimum limits of: (i) AU $5M per occurrence; and (ii) AU $20M in the annual aggregate on a worldwide basis;

(b) Statutory Workers Compensation, as required by Applicable Law with minimum limits of AU $1,000,000 for Bodily Injury per accident, per employee; and

(c) Professional Liability insurance covering Errors and Omissions and Privacy and Cyber-Risk Liability with a minimum limit of AU $5M per occurrence or claim and annual aggregate on a worldwide basis.

For any claims, liability, or losses arising out of the Services, Vendor will ensure that its insurance coverage is primary and on a non-contributory basis with a waiver of subrogation as respects to applicable coverage(s) favoring Canva.

10. Intellectual Property Rights

10.1 Each party will continue to own and maintain Intellectual Property Rights which exist in that party’s Background Materials and unless expressly stated, nothing in this Agreement grants or transfers any rights in such Background Materials from one Party to the other.

10.2 To the extent any of Vendor’s Background Materials (including related Intellectual Property Rights) are incorporated into or necessary for the use of the Goods, Services, or Deliverables, Vendor grants Canva a non-exclusive, assignable, sublicensable, royalty-free, worldwide, perpetual, irrevocable, license and right in such Background Materials (including related Intellectual Property Rights) to the extent necessary to use, disclose, make, reproduce, display, create derivative works of, distribute, and otherwise utilize the Deliverables as contemplated under this Agreement.

10.3 Vendor: agrees that Canva exclusively owns and Vendor hereby assigns to Canva (and will procure relevant assignments from Personnel) all right, title and interest in any Intellectual Property Rights in the Deliverables, including a present assignment of future Intellectual Property Rights for Deliverables created in connection with the performance of the Services.

11. Termination

11.1 Canva may Terminate the Agreement or an applicable PO for any reason whatsoever, by giving Vendor at least ten (10) Business Days’ notice in writing without any obligation, liability, or penalty of any kind. Fees for Services provided on and prior to the effective date of termination will be paid in accordance with any applicable undisputed invoices.

11.2 Canva may terminate this Agreement and any and all applicable POs immediately without notice if:

(a) Vendor materially breaches this Agreement;

(i) Vendor violates Applicable Law or causes Canva to be in violation of Applicable Law;

(ii) Vendor becomes insolvent, receives a ruling approving bankruptcy, files a petition (voluntarily or involuntarily)for bankruptcy that is not dismissed within sixty (60) days, or seeks any other similar legal relief under any bankruptcy law or related statute.

(b) Vendor engages in conduct that may:

(i) create a conflict of interest for Canva; or

(ii) detrimentally affect the business or reputation of Canva.

11.3 Vendor may terminate this Agreement and/or an applicable PO for nonpayment of undisputed fees upon thirty (30) days’ written notice identifying the basis for termination.

11.4 Vendor will only be entitled to payment of Fees incurred up to the effective date of termination. Canva will be entitled to a pro rata refund for any pre-paid fees for any Goods, Services, or Deliverables not received by Canva due to termination arising under Section 11.2.

11.5 On receipt of a notice under Section 11 (Termination), Vendor must immediately:

cease the performance of the Services;

provide to Canva all Deliverables created prior to the date of termination;

return all Confidential Information;

(d) upon request from Canva, provide a written plan for the orderly migration of the Services from the Vendor to either Canva or at Canva's discretion and direction to a successor Vendor;

(e) provide all reasonable assistance and undertake actions as are reasonably necessary to minimise disruptions to the Services and preserve the continuity of the Canva’s business operation; and

(f) coordinate with the Canva and/or the successor Vendor (as applicable) and act in all good faith to ensure a satisfactory handover to the Canva or to a successor Vendor.

12. General

12.1 Modern Slavery: For the purposes of this clause, "Modern Slavery" means any activity, practice or conduct that would constitute an offence in relation to slavery, forced labour, servitude, debt bondage, human trafficking, and other slavery-like exploitation as prohibited or defined as a modern slavery offence under anti-slavery and human trafficking laws, statutes and codes from time to time in force worldwide, including, but not limited to, the Australian Criminal Code Act 1995 (Cth), schedule 1, divisions 270 and 271 or laws regulating the same subject-matter in another jurisdiction. For the avoidance of doubt, Modern Slavery includes any conditions or practices similar to those prohibited under those laws, statutes, regulations and codes.

12.3 Severance: If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of the Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

12.4 Third Party Beneficiaries: There are no third party beneficiaries under the Agreement other than Canva Affiliates and Vendor’s authorized Affiliates.

12.5 Entire Agreement & Order of Precedence.

This Agreement with any Exhibits, Amendments, Schedules and applicable SOWs constitute the entire agreement and supersede any other understandings between the parties; and

If there is a conflict between terms of this Agreement, and any other document disclosed between the parties, unless explicitly described in writing agreed to by the parties, the following order of precedence will preside (with the first listed taking the highest precedence): these Terms and Conditions (and any Amendments thereto), a fully executed Data Processing Agreement (if applicable), Exhibits to these Terms and Conditions, a fully executed SOW, or Change Order (as applicable), or a Purchase Order.

12.6 Assignment: Except an assignment to a Canva Affiliate, neither party may assign this Agreement or any obligations hereunder without the other party’s written consent, which will not be unreasonably withheld, conditioned, or delayed. Any assignment made without written consent will be deemed void.

12.7 Non-Solicitation: During the term of the Agreement and for a period of 12 months following the expiration or termination of the Agreement, neither party will indirectly or directly solicit to hire, hire, or engage with the Personnel of the other party. Notwithstanding the foregoing, this Section (Non-Solicitation) will not apply where a member of the party’s Personnel seeks employment with the other party in response to a public advertisement or job posting.

12.8 Waiver: A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right. A party is not liable for any Loss incurred by any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.

12.9 Governing Law: The Agreement is governed by and is to be construed in accordance with the laws applicable in Makati City, Philippines. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Makati City and any courts which have jurisdiction to hear appeals from any of those courts.

12.10 Non-exclusive: The appointment of Vendor by Canva is non-exclusive. It does not restrict Canva’s right to contract with other persons for the performance of services similar in nature to the Services, or to perform any services itself.

12.11 Survival. The terms and conditions of this Agreement that are intended to survive termination include: Section 1 (Definitions); Section 3 (Subcontracting); Section 4 (Confidentiality); Section 6 (Warranties); Section 7 (Indemnification); Section 8 (Limitation of Liability); Section 10 (Intellectual Property Rights); Section 12.7 (Non-Solicitation); and 12.9 (Governing Law).