PalenquePH Vendor Agreement

Last Updated: 16 September 2026

This Vendor Agreement (“Agreement”) is entered into between PALENQUE PH OPC (“PalenquePH” or “Palenque”) and the person or entity registering as a vendor (“Vendor”).

By electronically accepting this Agreement in accordance with Section 17, the Vendor agrees to be bound by the terms and conditions below. Acceptance of this Agreement and initial verification are required before a Vendor may be approved for onboarding. Participation in live customer transactions remains subject to PalenquePH’s applicable Commerce Ready requirements.

This Agreement governs Vendors participating in the Palenque marketplace.

1. Definitions

Marketplace - The PalenquePH platform(website + mobile app).
Vendor - A business, store, or individual selling products on the marketplace.
Customer - Buyer placing and order.
Rider - Independent contractor performing deliveries.
PalenquePH Services - Listing, ordering system, payment handling, support, rider dispatch.

2. Nature of Relationship

By digitally accepting this Agreement, Vendor acknowledges that:

Palenque is a marketplace platform, not a reseller.
Vendor is an independent business responsible for their own products.
No employment, partnership, or joint venture is created.

This agreement does not create employment, partnership, or joint venture.

3. Digital Acceptance and Concent

The Vendor may accept this Agreement electronically through the Palenque website, application, Vendor Dashboard, registration process, or another electronic mechanism provided by PalenquePH.

Acceptance requires an affirmative action indicating the Vendor’s consent to be bound, such as selecting “I Agree,” “Accept,” “Register,” “Submit,” or another clearly identified acceptance mechanism after being provided access to this Agreement.

PalenquePH may maintain electronic records of the Vendor’s acceptance, including the version of the Agreement accepted, date and time of acceptance, account information, and other reasonably necessary records.

PalenquePH may amend this Agreement from time to time where reasonably necessary for operational, commercial, legal, regulatory, safety, or security purposes. Material changes shall be communicated to the Vendor through the platform, registered email address, or another reasonable electronic means. Where required by applicable law or where PalenquePH determines appropriate, renewed affirmative acceptance may be required.

Electronic acceptance and electronic records shall be recognized in accordance with applicable Philippine law, including Republic Act No. 8792 (Electronic Commerce Act of 2000) and applicable rules on electronic documents and evidence.

Further provisions concerning electronic acceptance and electronic records are provided in Section 17 of this Agreement.

4. Vendor Eligibility, Registration and KYC

PalenquePH uses staged Vendor verification. For an individual Vendor, initial verification may be completed using a valid government-issued identification document together with current contact information and the intended business or pickup location. For a juridical entity, applicable entity or business registration information is required for entity verification. Once initial verification is approved, PalenquePH may allow pre-launch onboarding, store setup, product preparation and training. Before the Vendor may participate in live customer transactions, the Vendor must satisfy the applicable Commerce Ready requirements, including BIR registration and other business, tax or regulatory evidence required for the Vendor’s legal form and activity. A permit or license legally required for a regulated product must be verified before that regulated product may be offered for sale.

The Vendor shall provide, as applicable:

Valid government-issued identification of the proprietor or authorized representative;
DTI Business Name Registration, SEC registration, CDA registration, or other proof of legal personality or business registration applicable to the Vendor’s business form;
BIR Certificate of Registration (BIR Form 2303/eCOR) and other tax information or documentation required by applicable law;.
Valid Mayor’s/Business Permit and other applicable LGU permits or clearances;.
Permits, licenses, certificates, or authorizations required for regulated products or business activities;
Verified business/store address and contact information; and;
Valid bank account, GCash account, or other Palenque-approved payout account.

The Vendor represents and warrants that it possesses, and shall maintain throughout its participation in the Palenque marketplace, all registrations, permits, licenses, tax registrations, clearances, certificates, and other governmental authorizations required by applicable Philippine law for the operation of its business and the offering, sale, preparation, handling, storage, or distribution of its products.

All information and documents submitted by the Vendor must be authentic, accurate, current, and valid. The Vendor shall promptly notify PalenquePH of any expiration, suspension, revocation, cancellation, material modification, or other change affecting its authority to operate its business or sell its products.

PalenquePH may refuse activation, restrict product listings, temporarily suspend a Vendor account, or terminate the Vendor’s participation where applicable KYC or regulatory requirements have not been satisfied, submitted information is materially inaccurate or fraudulent, required documents have expired or been revoked, or continued operation may violate applicable law or create a material regulatory or safety risk.

PalenquePH’s review, verification, or acceptance of any document does not constitute a representation or guarantee that the Vendor has satisfied every legal or regulatory requirement applicable to its business. The Vendor remains responsible for its own legal and regulatory compliance.

5. Product Listings

Vendor responsibilities;

Accurate description and photos.
Freshness Standards.
Weight accuracy.
Declaration of allergens.
Price transparency and taxes.

Forbidden items include:

Illegal goods.
Counterfeits.
Unregistered Pharmaceuticals.
Dangerouse or restricted items.

PalenquePH may delist items without prior notice.

6. Order Processing

Vendor agrees to:

Accept orders in real-time.
Prepare items within committed preparation time.
Follow fresh food and hygiene standards.
Support riders during pickup.

Failure to prepare orders repeatedly may result in:

Account penalties.
Reduced visibility.
Temporary or permanent suspension.

7. Product Sizes, Packs and Quantities

Products shall be offered using the sizes, pack quantities, units, variants, or other product attributes stated in the applicable product listing.

The Vendor shall ensure that the product supplied to the Customer substantially corresponds to the size, quantity, unit, variant, and other specifications shown in the confirmed order.

Where products are commonly sold by weight, the Vendor shall use the standardized weight or pack-size options made available or approved for the applicable product listing.

The Vendor shall not substitute a materially different size, quantity, variant, or product without authorization through the applicable Palenque order or customer-support process.

Any material shortage, incorrect quantity, or discrepancy between the confirmed order and the product supplied may be subject to PalenquePH’s applicable refund, adjustment, dispute, or Vendor performance policies.

8. Packaging and Hygiene

Vendor must follow:

Food-safe packaging.
Leak-proof containers.
Proper labeling.
Temperature control (hot/cold items).

Riders may refuse pickup if packaging is unsafe and Palenque may suspend or remove vendors violating standards.

9. Payment and Fees

Payout Cycle: Every two weeks.

Marketplace Commission. PalenquePH charges the Vendor a marketplace commission equal to twelve percent (12%) of the Commission Base. The 12% marketplace commission is inclusive of applicable value-added tax (VAT) on PalenquePH’s marketplace services.

Commission Base. The Commission Base is the final merchandise selling price attributable to the Vendor after Vendor-funded discounts, vouchers, credits, promotions, returns, and refunds. Any VAT or other tax already incorporated in the Vendor’s listed merchandise selling price remains part of the Commission Base. Separately stated delivery or shipping charges and other non-merchandise charges are excluded from the Commission Base. Discounts, vouchers, credits, or promotions funded by PalenquePH or another third party do not reduce the Commission Base. Cancelled, returned, or refunded merchandise shall be excluded from the Commission Base or appropriately reversed in the applicable settlement period.

For clarity, the Commission Base is a commercial fee-calculation basis and is separate from any tax withholding or gross-remittance base prescribed by applicable law.

PalenquePH collects customer payments and remits Vendor earnings less:

Marketplace fees.
Disputes applied.
Refunds and disputes.
Chargebacks (if vendor is at fault).

9A. Vendor Withdrawal Policy

9A.1. Payout Eligibility

All required KYC documents have been submitted and verified.
Bank/GCash account has been validated.
No active disputes or pending refund investigations.
Vendor account is in good standing.

Palenque reserves the right to deny or delay withdrawals if KYC requirements fail validation or appear inconsistent.

9A.2. Payout Schedule

Every two weeks, covering eligible orders completed and cleared during the applicable settlement period.
Subject to clearing periods, refunds, and dispute checks.

Palenque may adjust payout frequency as needed for operational stability.

9A.3. Clearing Period

New vendor accounts.
High-risk categories (fresh produce, meats, seafood, cooked food).
Vendors with rising refund or dispute rates.
Accounts flagged by fraud detection systems.

During this period, payout requests may be temporarily held.

9A.4. Fraud and Risk Holds

Unusual order spikes occur.
Suspicious behavior is detected
Chargebacks or refund claims increase.
Multiple customer complaints are reported.
KYC inconsistencies arise.
Vendor fails to comply with platform standards.

Vendor will be notified of the reason for the hold.

9A.5. Offset of Refunds, Chargebacks and Other Amounts Due

Approved customer refunds attributable to the Vendor;
Chargebacks attributable to the Vendor;
Amounts arising from shortages, incorrect quantities, incorrect products, or other confirmed order discrepancies attributable to the Vendor;
Cancellation or order-handling charges expressly provided under this Agreement or an applicable Vendor policy; and
Other amounts lawfully due from the Vendor to PalenquePH under this Agreement.

Any deduction or offset shall be reasonably related to the applicable transaction, claim, loss, charge, or obligation.

9A.6. Negative Balance Policy

Vendor's balance may enter negative status
Vendor must settle the amount within 7 days.
Palenque may suspend or block withdrawals until fully settled.
Continued negative balance may lead to account termination.

9A.7. Bank / GCash Account Verification

Use an account under their personal or business name
Ensure accuracy of account details.
Update details immediately upon change.

Palenque is not liable for failed transfers due to vendor error.

9A.8. Withdrawal Freezes for Investigation

Fraud investigation is ongoing.
Customer safety issues arise.
Regulatory compliance questions appear.
Vendor receives repeated complaints.
Evidence of food safety violations emerges.

Palenque may withhold funds until the investigation concludes.

9A.9. Termination & Final Payout

9A.10. Acceptance of the Withdrawal Policy

10. Refunds, Returns and Disputee

Vendor agrees to:

Cooperate with investigations.
Provide proof of freshness/weighting.
Accept returns/refunds where vendor error is clear.

If PalenquePH determines vendor fault, charges may be reversed.

11. Delivery and Logistics

Riders are independent contractors and not employees Vendor must:

Release orders promptly.
Support riders during pickup.
Provide accurate pickup notes.

12. Vendor Enforcement Measures

PalenquePH may take proportionate enforcement action where a Vendor violates this Agreement, applicable marketplace policies, or applicable law.

Depending on the nature, severity, frequency, and risk of the violation, PalenquePH may:

Issue a warning or require corrective action;
Restrict or delist a product;
Temporarily restrict account functionality or visibility;
Temporarily suspend the Vendor account;
Apply a fee, deduction, charge, or other monetary consequence expressly provided under this Agreement or an applicable policy accepted by the Vendor;
Terminate the Vendor’s participation in the marketplace; or
Take other action reasonably necessary to protect customers, marketplace participants, PalenquePH, or comply with applicable law.

Grounds may include:

Fraudulent or deceptive activity;
Counterfeit, prohibited, illegal, unsafe, or materially misrepresented products;
Repeated product quality or food-safety failures;
Repeated unjustified order cancellations or fulfillment failures;
Material misrepresentation;
KYC or regulatory compliance failures;

Manipulation of transactions, ratings, promotions, referrals, or payouts; or

Violations of applicable laws, regulations, or Palenque marketplace policies.;

Where appropriate and reasonably practicable, PalenquePH may provide the Vendor an opportunity to correct a violation before imposing suspension or termination.

PalenquePH may take immediate action where reasonably necessary because of suspected fraud, customer or public safety, unlawful activity, material regulatory risk, or other serious misconduct.

13. Data Privacy and Protection

PalenquePH OPC and the Vendor shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and applicable issuances of the National Privacy Commission.

PalenquePH acts as a Personal Information Controller (PIC) with respect to personal information for which PalenquePH determines the purpose and means of processing.

Where the Vendor processes personal information solely on behalf of and pursuant to the documented instructions of PalenquePH, the Vendor shall act as a Personal Information Processor (PIP) and shall process such information only to the extent necessary to perform its obligations under this Agreement.

Where the Vendor independently determines the purpose and means of processing personal information, including processing undertaken for its own legal, tax, accounting, regulatory, customer-service, or other legitimate business obligations, the Vendor shall be independently responsible for complying with applicable data privacy requirements with respect to such processing.

The Vendor shall:

access customer information only as reasonably necessary to process, prepare, fulfill, or resolve orders and perform its obligations through Palenque;
not use customer information obtained through Palenque for unauthorized marketing, solicitation, sale, disclosure, profiling, or purposes unrelated to the transaction unless independently permitted by applicable law;.
implement reasonable and appropriate organizational, physical, and technical security measures.
restrict access to personal information to authorized personnel who require such access;.
promptly notify PalenquePH of any suspected or confirmed unauthorized access, disclosure, loss, security incident, or personal data breach involving information obtained through Palenque; and;.
securely return, delete, or retain personal information when no longer necessary, subject to applicable legal and regulatory retention requirements..

PalenquePH may issue additional reasonable data-processing and security requirements to Vendors where necessary for compliance with applicable privacy laws.

14. Intellectual Property

The Vendor retains ownership of its trademarks, trade names, logos, product photographs, product descriptions, and other original content created or owned by the Vendor.

The Vendor grants PalenquePH a non-exclusive, royalty-free license during the Vendor's participation in the marketplace to host, reproduce, display, format, distribute, and otherwise use such content to operate, promote, and market the Vendor's store, products, and the Palenque marketplace.

PalenquePH retains ownership of the Palenque platform, applications, software, trademarks, branding, designs, documentation, and original content created by or for PalenquePH, subject to any third-party rights.

Termination of this Agreement does not transfer ownership of either party's intellectual property.

15. Termination and Vendor Withdrawal

PalenquePH may suspend or terminate the Vendor's participation for material violation of this Agreement, fraud or suspected fraudulent activity, material misrepresentation, failure to satisfy applicable KYC or verification requirements, repeated failure to comply with marketplace standards, unlawful activity, regulatory or safety concerns, or other grounds expressly provided in this Agreement.

Where appropriate and reasonably practicable, PalenquePH may provide the Vendor an opportunity to remedy a violation before termination. Immediate suspension or termination may be imposed where reasonably necessary to protect customers, PalenquePH, other marketplace participants, or comply with law.

The Vendor may voluntarily terminate its participation by providing at least fourteen (14) days' notice, subject to completion of outstanding orders, refunds, chargebacks, amounts due, investigations, and other surviving obligations.

Termination shall not extinguish rights, liabilities, payment obligations, confidentiality obligations, data-protection obligations, or other provisions which by their nature should survive termination.

16. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Subject to applicable law and any mandatory jurisdictional requirements, disputes arising from or relating to this Agreement that cannot be resolved amicably shall be submitted to the proper courts of Taguig City, Philippines.

17. Electronic Acceptance and Electronic Records

Without limiting Section 3, the Vendor may accept this Agreement electronically through the Palenque website, application, Vendor Dashboard, or other electronic mechanism provided by PalenquePH.

The Vendor may accept this Agreement electronically through the Palenque website, application, Vendor Dashboard, or other electronic mechanism provided by PalenquePH.

By affirmatively selecting “I Agree,” “Accept,” “Register,” “Submit,” or another clearly identified acceptance mechanism after being provided access to this Agreement, the Vendor signifies its consent to be bound by its terms.

Electronic acceptance, electronic records, and electronic communications relating to this Agreement shall be recognized in accordance with applicable Philippine law, including the Electronic Commerce Act of 2000 (Republic Act No. 8792) and applicable rules on electronic documents and evidence.

PalenquePH may maintain records evidencing acceptance, including the applicable version of this Agreement, date and time of acceptance, account information, and other reasonably necessary electronic records.

A physical or scanned signature shall not be required where electronic acceptance is legally sufficient, except where applicable law, regulation, a government authority, or the nature of a particular document or transaction requires another form of execution.

Contact Us

For questions, notices, compliance concerns, or matters relating to this Agreement::

Support Email: support@palenqueph.com

Corporate/Legal Notices: corporate@palenqueph.com

Website: palenqueph.com