Terms and Conditions

Version: 9 September 2026. Applies to bookings accepting this version.

These Terms and Conditions govern vehicle rentals and transportation services provided by Voyagez Professionnel Incorporated, trading as VPI Cars (the “Company,” “we,” or “us”). “Client” or “you” means the person or organization entering into the booking. For Self-Drive rentals, the Client is also the renter or lessee.

Part A applies to all bookings. Part B applies only to With-Driver services. Part C applies only to Self-Drive rentals. Part D contains general contractual provisions.

Part A — Terms for All Bookings

1. Your booking and acceptance

Please read these terms before confirming your booking. By expressly accepting these terms through our booking process or signing an agreement incorporating them, you agree to the applicable provisions and the booking details confirmed in writing.

Your agreement consists of these terms, your accepted quotation, booking confirmation, any signed rental or corporate agreement, and applicable annexes, including the Vehicle Condition Report for Self-Drive rentals.

If these documents conflict, an expressly agreed provision in a signed rental or corporate agreement takes priority, followed by an expressly agreed booking-specific provision in the accepted quotation or written confirmation. The relevant service-specific section of these terms takes priority over a general provision. An invoice alone does not amend agreed terms.

A booking is confirmed only when we issue written confirmation and the required payment and documentation conditions have been met, unless approved credit terms apply. All times and notice periods refer to Philippine time. For refund and administrative processing deadlines, business days mean Monday to Friday, excluding Philippine public holidays.

2. Prices and payment

Your quotation identifies the vehicle category, service, dates, duration, rate, inclusions, exclusions, applicable taxes, and payment schedule. Additional services, changes, extensions, or expenses outside the agreed scope may incur additional charges.

Payment must be made through our authorized channels within the stated deadline. A quotation or booking request does not, by itself, guarantee vehicle availability. All prices and payments are in Philippine pesos (PHP). Fees stated on this page include applicable VAT unless expressly marked otherwise. The accepted quotation must show the total payable, including applicable taxes and agreed mandatory charges, before payment.

Full payment is required before vehicle release or service commencement unless we approve a different payment schedule or corporate credit arrangement in writing. The payment methods available for a booking are those shown on our official payment instructions or payment page. Card payments must be authorized by the cardholder and may require verification through the payment provider. These terms do not authorize unrestricted additional card debits; any later collection must follow the agreed payment authorization and provider rules.

Services are supplied on the dates and at the pickup and return locations in the written confirmation. Self-Drive vehicles are handed over after required documents, payment, and deposit are completed. With-Driver service is performed by the assigned vehicle and driver. Delivery or collection outside an agreed location requires prior approval and a disclosed charge.

Recurring payments through PayMongo

The following applies only where the cardholder separately agrees to recurring payments. For this provision, “Merchant” means Voyagez Professionnel Incorporated (VPI Cars).

By agreeing to recurring payments, the cardholder authorizes PayMongo to automatically deduct payment from the given credit/debit card account until he/she revokes such authorization. The payments shall be charged at the start of each billing cycle, which shall be dependent on the agreed products/plans. After the processing of payment, the Merchant shall reach out to the cardholder if his/her payment is successful or not. PayMongo shall not be held liable for the Merchant's failure to notify the cardholder regarding the payment status. The cardholder further acknowledges and agrees that the billing cycle and amount to be deducted are dependent on the instructions made by the Merchant to PayMongo.

3. Booking changes

You may request changes to booking details up to three times before service begins. Changes are subject to written approval, availability, operational feasibility, and any applicable price adjustment. A change of date is a rebooking request under Section 5.

Submit requests through our official email, telephone number, or other authorized communication channel during business hours: Monday to Sunday, 8:00 AM–5:00 PM. Booking-change and rebooking requests received outside these hours are treated as received at the start of the next service-office day. Cancellation notices are timestamped when they reach our official written channel, including outside office hours; staff acknowledgment is not required to preserve the cancellation timestamp. A request is not approved until we confirm it in writing.

For urgent incidents during an active rental, use the operational contact details supplied with your booking; the business-hours restriction does not delay incident reporting.

4. Cancellation, Return and Refund Policy

A non-refundable reservation fee equal to 20% of the total booking amount, forming part of that amount, applies upon confirmation.

For voluntary cancellations before service begins, the following schedule applies:

For a fully paid booking, these charges correspond to refunds of 80%, 50%, and 0%, respectively, before permitted excluded costs. Amounts already paid are credited against the cancellation charge; the reservation fee is not charged a second time. Any remaining cancellation balance is payable by the Client. For voluntary cancellations, actual non-recoverable payment-processing and third-party costs may be deducted only where disclosed before payment, permitted by law and the payment provider, and not already recovered through the cancellation charge. We will itemize any deduction. Dispatch before the scheduled pickup does not move your booking into a higher cancellation tier. If service has already begun at your request, Section 6 applies.

For non-airport With-Driver pickups and Self-Drive handovers, a no-show occurs if you have not attended within 60 minutes of the confirmed time and have not agreed a revised arrangement with us. We will attempt to contact you using the supplied contact details before treating the booking as a no-show. The clock runs only while we are ready to provide the agreed service. This attendance window does not extend the paid service period. Airport-arrival waiting rules are in Section 12.

After service begins, voluntary shortening or early return is governed by Section 6 and, where applicable, Section 23. Company-caused non-performance and force majeure are addressed separately in Sections 7 and 8.

To cancel or request a refund, send your booking reference, name, scheduled service date, and request through our Contact Us form or by replying to your official booking email. Do not send full card details, CVV, passwords, or one-time codes. Telephone assistance is available at +63 917 136 8081 or +63 917 726 8990; confirm a cancellation in writing to establish its receipt time.

We will acknowledge a refund request within two business days and issue a decision or explain any essential missing information within five business days. Approved refunds will be submitted to the payment provider within seven business days of approval. We will provide confirmation once submitted. The bank or payment provider controls the additional time before the credit appears in your account.

Card refunds are returned through the original payment transaction to the original card. Other payments are refunded to the original payment method where supported. If that is unavailable, we will arrange a verified alternative permitted by the provider; a card refund will not be replaced with cash or a transfer to another person. Reversing an uncaptured authorization releases a hold rather than creating a refund, and issuer release times vary.

For vehicle returns, Section 19 governs the return procedure and Section 20 governs deposit settlement. Because the purchase is a rental or transport service, returning the vehicle does not by itself create a right to refund used service. Duplicate or erroneous payments and refunds required because of our failure will be corrected without a voluntary-cancellation penalty. Nothing in this policy removes applicable consumer rights or the cardholder’s right to raise a payment dispute.

5. Rebooking and voluntary downgrades

Date-change requests must be received within the following notice periods before the scheduled pickup or first day of service:

Rebooking requires written approval and is subject to availability, prevailing rates, and operational feasibility. Any additional amount must be paid before confirmation of the revised booking.

If you voluntarily request a lower vehicle category, shorter duration, or reduced service, the original booking amount remains payable; the difference is not refundable, creditable, or transferable. This provision does not apply to a downgrade caused by our inability to supply the agreed service.

An unapproved request does not change the original booking. If you cancel instead, the applicable cancellation charge is determined by when your cancellation is received. Conversion of a non-refundable amount into a one-time rebooking credit requires our written approval, which will state its value, expiry, and permitted use. Rebooking does not restore an amount already non-refundable: on a later voluntary cancellation, the retained amount is the higher of the previously non-refundable amount and the charge under Section 4 for the revised date, without double charging.

6. Unused services and early completion

For With-Driver bookings, this includes releasing the vehicle and driver before the scheduled completion or cancelling remaining days after a multi-day booking has commenced.

For Self-Drive rentals with an agreed term of 30 days or more, the early-termination provisions in Section 23 apply instead of requiring payment for the entire unused term.

An expressly agreed termination provision in a signed corporate or long-term agreement takes priority. Company-caused non-performance and force majeure are governed by Sections 7 and 8, subject to applicable law. Cancellations before commencement are governed by Section 4.

7. Changes or cancellation by VPI Cars

If we cannot provide the agreed vehicle or service for a reason attributable to us, we will notify you and offer an appropriate alternative where available. A material substitution or downgrade requires your agreement, including any price adjustment.

If no acceptable alternative is agreed, we will refund the amount paid for the affected service that we cannot provide, without deducting our payment-processing fees. The Client cancellation charges do not apply to that service. This does not limit rights or remedies that cannot lawfully be excluded.

8. Force majeure and safety interruptions

Events beyond reasonable control, such as severe weather, flooding, earthquakes, civil disturbance, government restrictions, or road closures, may prevent safe performance. We may suspend, reroute, shorten, reschedule, or cancel an affected service where reasonably necessary for safety or compliance with law.

We will notify you as soon as reasonably practicable and explain the available arrangements. These may include an agreed reschedule, travel credit, or refund for the unperformed portion less documented non-recoverable costs, subject to applicable law. Credit or rescheduling will not replace a legally required refund without your agreement.

To the extent permitted by law, we are not responsible for indirect losses, missed flights, missed appointments, or separate travel and accommodation costs caused by such events. This clause does not excuse a failure attributable to our own fault merely because it involves a vehicle breakdown or operational difficulty.

9. Safe and permitted use

Vehicles must be used lawfully, safely, and within their passenger, load, and operational limits. Smoking and vaping are prohibited. The applicable cleaning charges appear in the relevant service section.

Prohibited activities include illegal use, overloading, racing, unauthorized driving, towing or pushing, transporting hazardous or illegal items, and operating on unsuitable roads or through floodwater. You must not request an unsafe route or maneuver or instruct a driver to violate traffic rules. Animal transport requires prior approval for With-Driver services; animals are prohibited in Self-Drive vehicles under the current rental policy.

We may refuse unsafe instructions or suspend or terminate service for a material breach. You remain responsible for charges and documented losses properly attributable to your breach, subject to applicable law. Normal wear and tear is not chargeable damage.

10. Overdue accounts

Invoices must be settled by their due dates. We may suspend new bookings, extensions, vehicle releases, or dispatches while an account remains overdue, subject to existing contractual and legal obligations.

If an invoice remains unpaid after seven calendar days following its due date, the unpaid principal incurs simple late-payment interest at 3.5% per month, beginning on the eighth overdue day. Interest is calculated daily as unpaid principal × 3.5% ÷ 30 × days chargeable. Interest does not compound, is not imposed on penalties or interest, and partial months are not rounded up. This applies unless an expressly agreed signed contract provides a different lawful rate.

Payments will follow any legally effective allocation; otherwise, they are applied to the oldest outstanding principal first and then accrued charges. Only reasonable, documented collection or legal costs recoverable under applicable law may be charged. There is no automatic 10% invoicing fee or 15% deposit-deduction fee. This section does not affect the separately disclosed corporate incidental-advance surcharge in Section 16.

Part B — With-Driver Services

11. Service scope and incidental expenses

Your booking covers the agreed itinerary, vehicle category, and service period. Any additional stop, route, trip, or extension is subject to availability, approval, and applicable charges. Only the Company’s assigned or authorized driver may operate the vehicle.

Unless included in your quotation, fuel, tolls, parking, and driver meals are for your account. For overnight out-of-town trips, driver meals and accommodation are also for your account unless an agreed allowance or inclusive package applies.

For out-of-town drop-offs, standard fuel, tolls, parking, and service costs are included unless the quotation states otherwise. Any charge for the driver and vehicle’s return travel to our garage must be disclosed in the quotation before confirmation. The quotation’s express inclusions govern; the same cost will not be charged twice.

12. Airport transfers

Airport-arrival pickups include up to two hours of waiting time. Additional waiting is charged at PHP 350 per hour, subject to continued availability.

For an airport-arrival pickup with timely supplied flight details, the two-hour waiting period starts at the later of the actual flight arrival, the confirmed pickup time, or the time our driver is ready at the agreed pickup point. Flight delays before actual arrival do not consume the included waiting time. Additional waiting is billed at PHP 350 for each started hour after the free period. For airport drop-offs originating outside the airport, the non-airport pickup attendance rule in Section 4 applies.

If a material flight change makes the pickup operationally impossible, we will offer a revised arrangement; if no arrangement is agreed, the applicable cancellation or force-majeure provision applies. We do not classify a passenger as a no-show solely because their notified flight has not arrived.

Provide flight details at least one day before departure so we can monitor arrival information. Keep the supplied contact number reachable and notify us promptly of delays or changes. Failure to attend or contact us within the applicable waiting period may be treated as a no-show, with no refund.

13. Service hours and overtime

Service billing begins at the confirmed pickup time if our vehicle and driver are ready. If we are late, billing begins when we are ready; Client-caused delays do not move the billing start. One-Way and Airport Transfers cover the confirmed route and their applicable waiting terms, not an automatic five- or ten-hour disposal package.

For Full-Day bookings, time beyond the included ten hours or midnight, whichever comes first, incurs overtime. Unused hours at midnight are forfeited. Half-Day overtime begins after the included five hours.

Multi-Day overtime applies after the daily allocation at the quotation’s rate, billed per full hour or fraction thereof. The midnight cut-off applies to Multi-Day service as well. If an approved trip continues past midnight, that continuous extension is overtime for the preceding service day until final drop-off; it is not also deducted from the next day’s separately booked allocation. A new day’s service remains subject to confirmed scheduling and safe driver rest. Half-Day and Full-Day overtime is also billed per started hour at the rate disclosed in the quotation. If no overtime rate has been agreed, agree the rate in writing before extending service; the airport-arrival waiting rate in Section 12 is the exception already specified here.

Overtime is subject to approval and may be declined because of driver availability, subsequent bookings, operational limits, or safety considerations.

14. Shuttle use

Unless a different service scope has been approved, making more than three round trips between two locations reclassifies the booking as Shuttle Service and attracts a 50% surcharge. Please disclose repeated shuttle movements before booking.

The surcharge is 50% of the base rental charge for the affected vehicle on the affected service day, excluding incidentals and separately itemized add-ons; applicable tax is shown in the revised total. We will disclose the amount and obtain approval before operating the fourth round trip. If approval is declined, the additional shuttle movements will not be performed.

15. Passenger conduct and damage

You are responsible for damage caused by you, your passengers, guests, or representatives through misuse, negligence, misconduct, or unsafe instructions. You are not responsible under this clause for normal wear and tear or damage attributable solely to the Company or its driver.

Smoking or vaping incurs a PHP 5,000 cleaning and restoration charge per violation.

Minor cosmetic damage is charged from PHP 3,500 per affected panel or area, supported by the damage assessment. Major damage may include properly attributable repair, restoration, towing, recovery, diagnostics, insurance participation, and loss-of-use costs, plus an administrative charge of up to 25% of the assessed claim amount. Administrative costs must not be charged twice under different descriptions. Insurance recoveries are credited against the same loss.

We will provide an itemized assessment and supporting information. You may raise a question or dispute through our official channels without giving up any legal rights.

16. Corporate billing

Approved corporate clients may use deferred billing or a no-cash-outlay arrangement on the terms confirmed in writing. Where we advance incidental expenses under this arrangement, a 15% surcharge on the total incidental charges advanced applies. Invoices are payable within the approved payment period.

Cancellation liability starts when the booking is confirmed in writing, even if driver and vehicle details have not yet been sent. The same cancellation schedule applies to approved credit bookings, with any unpaid cancellation charge invoiced to the Client, unless an expressly agreed corporate contract provides otherwise.

Part C — Self-Drive Rentals

17. Authorized drivers and vehicle care

Only the renter and any additional driver expressly authorized by us in writing may drive. Each driver must hold a valid license legally permitting them to drive the vehicle in the Philippines and provide the documents required before release.

You must take proper care of the vehicle, use the correct fuel, and follow operating instructions. In addition to Section 9, inter-island transport, carrying persons or property for hire, unapproved repairs or alterations, mechanical or electrical tampering, and cleaning with damaging chemicals or brushes are prohibited. Do not operate during conditions that make driving unsafe, including flooding or excessively heavy rain.

Ownership remains with the Company. You may not sell, pledge, sublease, assign, or otherwise dispose of the vehicle or your rights under the rental without our written approval.

18. Handover, maintenance, and breakdowns

Inspect the vehicle with our representative at handover. Existing damage, fuel level, and supplied keys, tools, accessories, and equipment should be recorded in the Vehicle Condition Report. We will provide a vehicle suitable for ordinary agreed use.

If you discover a mechanical problem or abnormal condition, stop driving when safe, contact us immediately and in any event within 24 hours, and follow our instructions. Do not arrange repairs without approval except where immediately necessary for safety or required by law.

We are responsible for routine maintenance and failures not caused by the renter. If repairs or maintenance take more than two days, we will arrange a temporary replacement, which may be in a different vehicle class. Where the agreed service cannot be supplied, Section 7 applies.

19. Return and extensions

Return the vehicle at the agreed time and location in substantially the same condition as supplied, allowing for normal wear and tear, with the recorded fuel level and all supplied items.

Request an extension at least 24 hours before the scheduled return. Extensions require written approval, availability, and payment of the additional rental charges. A request alone does not extend the booking.

For delays beyond 24 hours, charge one daily rate for each completed 24-hour period and apply the table to the remaining delay. Use the daily rental rate stated in the booking; for a monthly rental without a stated daily rate, use the monthly rental divided by 30. Charges for a delay period will not exceed the next band’s charge or one daily rate for that 24-hour period. Exactly on-time return incurs no late-return charge.

Unauthorized retention may result in a demand for immediate return and lawful recovery action. Additional losses must be substantiated; the same period or loss will not be billed twice.

20. Security deposit and return charges

A PHP 5,000 security deposit is required. It is separate from the reservation fee and is not a limit on your liability.

We will inspect the vehicle against the handover record. The deposit may be applied to properly assessed outstanding rental charges, damage, missing items, cleaning, fuel, or other amounts due under the agreement, subject to any valid damage waiver. We will provide an itemized statement, refund any remaining balance, and invoice any shortfall.

We will provide an initial itemized assessment within three business days after return and initiate repayment of the undisputed deposit balance within seven business days after return. If a repair quotation or claim assessment is still needed, we may retain only a reasonable amount supported by the initial findings and will update you at least every seven business days. We will finalize deductions or return the retained balance within 30 calendar days after return; any longer retention requires your written agreement or a legal basis. Any outstanding supported claim may be pursued separately. Card or bank posting time follows Section 4. The deposit is not automatically forfeited merely because a breach has occurred.

You are responsible for fuel, tolls, parking, and ordinary operating expenses during the rental. RFID top-ups are your responsibility; unused credits are not refundable or convertible to cash by VPI Cars.

Charges require supporting assessment and must not duplicate another charge for the same loss. Damage discovered after return may be charged where evidence establishes that it arose during the rental; we will notify you and provide the basis of the assessment.

21. Optional Collision Damage Waiver

A Collision Damage Waiver (CDW) applies only if selected and confirmed for your booking and its conditions are met. It is a contractual waiver of specified amounts otherwise payable to VPI Cars, not a promise of unlimited insurance coverage.

We assess whether damage is minor or requires an insurance claim using inspection findings and, where relevant, insurer requirements, and will explain that assessment.

The waiver does not apply where an exclusion is triggered, including failure to meet reporting or documentation requirements, reckless or intoxicated driving, unauthorized use, gross negligence, off-road use, overloading, improper refueling, or another material breach that causes or contributes to the incident. An unrelated minor breach does not automatically void the waiver. A reporting or documentation failure disqualifies coverage only to the extent it materially prevents verification or recovery of the claim; a written extension or waiver granted by us is respected.

A valid waiver takes priority over conflicting general damage charges. Fuel, tolls, missing accessories, ordinary rental charges, and other matters outside the waiver remain payable. Basic coverage does not cap excluded loss-of-use or administrative costs at PHP 10,000.

22. Accidents, loss, insurance, and third-party claims

Immediately report any accident, damage, theft, or loss, whether or not you purchased a waiver. Report the incident and provide available photographs, driver details, and an initial account within 24 hours of the incident, or as soon as reasonably possible where injury or circumstances beyond your control prevent reporting. Submit the police report, notarized affidavit, and driver’s license as soon as reasonably available, normally within three business days. Other documentation reasonably required by us or the insurer must be submitted by the reasonable deadline we notify to you. Tell us promptly if an official document is delayed so we can arrange a written extension. Obtain a police report promptly where legally required.

For eligible minor damage under the Basic Waiver, we may waive the police report requirement in writing. Other documents remain required unless expressly waived. Purchasing a waiver does not remove your reporting or cooperation obligations.

Without a valid applicable waiver, your liability may include the PHP 20,000 insurance deductible per incident where applicable, uninsured repair or replacement costs, substantiated depreciation, recovery and administrative expenses, and loss of use at PHP 2,500 per day, exclusive of VAT, for the reasonable period of unavailability attributable to the damage. Insurance proceeds and other recoveries must be credited; you will not be charged both the insured repair cost and the deductible as duplicate recovery of the same loss. A replacement rental requested while a renter-damaged vehicle is repaired is separately chargeable.

Third-party injury and property claims are separate from CDW. Any insurance response depends on the actual policy, coverage limits, exclusions, and claim requirements; no property-damage coverage is promised solely because compulsory third-party insurance exists. Provide incident documents and available license details of involved drivers and cooperate with the claim.

Liability for injury, death, or third-party damage is determined by applicable law and the parties’ respective responsibility. Nothing in these terms excludes liability that the Company cannot lawfully exclude.

23. Early return and long-term termination

For an agreed rental period of less than 30 days, voluntary early return does not reduce the agreed rental charge or create a refund or credit for unused days. This does not apply where early return results from our failure or breach.

For an agreed rental term of 30 days or more, an early-termination charge applies equal to two months’ rental or 30% of the rental charges for the remaining unexpired term, whichever is higher, where you voluntarily end the rental without fault or breach by the Company. Accrued rental charges and other properly payable amounts remain due.

The charge is capped at the rental charges for the remaining unexpired term. Notify us in writing before or at vehicle return; the effective termination date is the date of actual return to us, unless a signed contract requires a different notice period or date. Rent accrues through that date. We will credit prepaid rent for the unused period against the early-termination charge and other amounts properly due, and refund any surplus under Section 4. For calculation, a month is 30 days unless the signed agreement specifies calendar-month billing.

This charge replaces the general demand for the entire unused Self-Drive term; it does not add a second charge for that same future period. An expressly agreed long-term contract provision takes priority.

24. Traffic and parking violations

You are responsible for traffic, parking, toll, and applicable non-contact apprehension violations committed during your rental by you or an authorized driver.

This responsibility continues after the vehicle is returned. Upon receiving a later notice, we will provide the corresponding citation and evidence linking it to your rental period. You must promptly pay or reimburse the applicable fine and penalties, subject to any lawful contest or correction of the citation. Return of the deposit does not extinguish this obligation.

25. Material breach and vehicle recovery

We may terminate the rental for material breach or failure to perform your obligations, notify you of the reason, and require return to the agreed location. Immediate action may be required for unlawful use or a serious safety risk. Recovery and enforcement will be carried out through lawful means.

If we terminate without fault on your part, reasonable notice and the refund provisions in Section 7 apply. You remain responsible for documented damage beyond normal wear and tear and other properly accrued amounts.

Part D — General Provisions

26. Personal belongings

Check for belongings before leaving or returning the vehicle. We are not responsible for unattended or forgotten items except to the extent responsibility arises under applicable law. Contact us promptly if you believe an item was left behind.

27. Personal information

Personal information supplied for bookings, driver verification, service delivery, billing, and claims will be handled in accordance with applicable privacy law and our separate Privacy Policy made available on this website. If you provide information about passengers or other drivers, ensure you are authorized to do so and that they receive the relevant privacy information.

28. Questions, disputes, and governing law

Contact Voyagez Professionnel Incorporated (VPI Cars) through our Contact Us form, by replying to your official booking email, or by calling +63 917 136 8081 / +63 917 726 8990. Office address: 4/F Unit C & D, Commerce and Industry Plaza Building, McKinley Town Center, Taguig, Metro Manila 1630, Philippines. Service-office hours are Monday to Sunday, 8:00 AM–5:00 PM, Philippine time.

Quote your booking reference when raising a billing question, complaint, or dispute. We will acknowledge complaints within two business days and provide a response or progress update within five business days. For urgent issues during an active rental, use the operational contact supplied in your confirmation. Contacting us does not restrict access to your payment provider or other available remedies.

These terms are governed by Philippine law. Subject to mandatory jurisdiction, venue, and consumer-protection rules, proceedings shall be brought before the proper courts of Taguig City. Recoverable legal and collection costs remain subject to applicable law and any required court determination.

29. Written changes and continuing obligations

Changes to the agreement require written agreement by authorized parties. A waiver must be confirmed in writing by the party granting it. If a provision is held unenforceable, the remaining provisions continue to apply to the extent they can operate independently.

Obligations intended to continue after service ends, including unpaid charges, supported damage claims, traffic violations, and dispute provisions, survive expiry or termination.

The version accepted at booking applies to that booking. Later website updates apply to future bookings unless a change is separately agreed or required by law.