Terms & Condition

PJ Lhuillier Incorporated (“us”, “we”, “our”, the “Company”) is a corporation duly organized under the laws of the Republic of the Philippines. These Terms and Conditions (“Terms”) constitute a legal and binding document between you (“you”, “your”, the “User”) and the Company.

 

By downloading, installing, and/or using PeraPal, whether it be web-based or through a mobile application, and its services (collectively the “Services”), you acknowledge that you have read, understood, accept, and agree to be bound by these Terms, which may be amended, modified, or supplemented from time to time by us, in our sole and absolute discretion, by posting a revised or updated version of the Terms accessible in <https://perapal.com.ph/terms-and-conditions/>. You shall be notified of any such changes at least thirty (30) days prior to the implementation of such changes. These Terms shall form part of any Master Service Agreement between you and the Company, or any other similar agreement, unless the contrary is expressly provided in writing.

 

In the event of conflict between the provisions of the Master Service Agreement and these Terms, the provisions of these Terms shall prevail.

 

  1. Definition and Interpretation
    • 1. Any reference in these Terms to applicable law, rules and regulations shall be construed as a reference to that law and rules and regulations including any amendments thereto.
    • 2. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms.
    • 3. Any conflict or inconsistency between any two or more provisions contained herein shall be resolved and interpreted in a manner that shall allow for effective application of these Terms.
    • 4. All capitalized terms that are not defined in these Terms shall have the meanings ascribed to them in the Master Service Agreement. For purposes of these Terms, and except where the context requires otherwise:
      • 4.1. “Affiliates” shall mean a parent, subsidiary, brother or sister company or other company or entity which controls the Company or which the Company controls or which is under common control with the Company.
      • 4.2. “API“ means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by the Company or its third-party licensors that may be used by you to access the Services.
      • 4.3. “Card Processing Services” shall mean:
        • 4.3.1. processing services, which enable you to accept credit cards and debit cards as modes of payment on a website or mobile platform and to receive inbound payments from cardholders through such modes of payment, and which include a bank-sponsored merchant account, fraud protection tools, recurring billing functionality, payment card storage, foreign currency acceptance, white glove customer support, and other necessary software, APIs and services and technology as described in the Services Documentation; and
        • 4.3.2. gateway services, which equip you with the software and connectivity required to allow real-time secure data transmission for the processing of credit and debit card payments on a website or mobile platform.
      • 4.4. “Cardholder” means a natural or legal person holding a debit or credit card, issued by a bank or an institution allowed to issue said cards.
      • 4.5. “Charge” means a credit or debit instruction to authorize or capture funds from an account that a cardholder maintains with a bank or other financial institution for in connection with a transaction between the cardholder and you.
      • 4.6. “Chargeback” means a challenge to a payment to you that an End-User files directly with his or her credit or debit card issuer.
      • 4.7. “Confidential Information” means any data or information, oral or written, treated as confidential that relates to either Party’s (or, if either Party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research or development activities, including any unannounced products and services, any information relating to developments, Services Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personally, identifiable data of End-Users, to such extent that said data is not otherwise subject of a separate agreement between the Parties, and the financial terms of the Services Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Services Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Services Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.
      • 4.8. “Dashboard” means a web-based reporting platform provided by the Company to you.
      • 4.9. “Destination Account” means the bank account or E-wallet specified by you into which, upon your instruction made in accordance with the procedure stipulated by the Company or its third-party licensors, funds will be transferred by us or our third-party licensors.
      • 4.10. “Disbursement” means the act done by us or our third-party licensors or service providers on your behalf which sets in motion a movement of funds from a Top-Up Account either to a Destination Account or the in-person collection of funds by payees from Retail Outlets via API or by way of manual upload; and “Disbursements” shall mean any two or more of such instances of such acts.
      • 4.11. “Electronic Wallets or E-Wallets” shall mean electronic accounts through which owners of the accounts store electronic money (e-money) or monetary value and are created and/or operated by banks or duly-authorized issuers of e-money.
      • 4.12. “End-User” means a person or entity that uses your services or products.
      • 4.13. “Losses” shall mean any losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by a party.
      • 4.14. “PHP” or “Philippine Peso” means the lawful currency for the time being of the Philippines.
      • 4.15. “Refund” means an instruction initiated by you to return funds to an End-User for an existing Charge.
      • 4.16. “Retail Outlets” shall mean payment or collection centers with whom we or our third-party licensors have agreements or arrangements allowing the in-person payment by End-Users or the in-person collection by payees of Disbursements.
      • 4.17. “Reversal” means an instruction initiated by any bank, money services business, payment network, or other financial intermediary, or the Company, its third-party licensors or its service providers to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a bank, money services business, payment network, or other financial intermediary; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or use of the Card Processing Services by you violates these Terms or the Master Services Agreement.
      • 4.18. “Master Service Agreements” means an agreement entered between the Parties in relation to the Services provided by us to you.
      • 4.19. “Services Documentation” means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to you (including, but not limited to, those incorporated by reference such as the information found on https://docs.xendit.co/), and that are intended for use in connection with the Services.

 

  1. The Services
    • 1. PeraPal is a Filipino fintech company that provides payment infrastructure across the Philippines with PJ Lhuillier, Inc (PJLI) serving as its mother company. PeraPal processes payments, runs marketplaces, disburses payroll and loans, detects fraud and helps other businesses grow exponentially. We serve these companies by providing a suite of world-class APIs and a dashboard UI that simplifies processes. We’re able to provide these services & are powered by our Indonesian tech partner Xendit.
    • 2. You agree to access and/or use the Service in good faith and only for lawful purposes and in a lawful manner at all times. You agree to comply with any and all guidelines, notices and instructions pertaining to the use of the Service as well as any amendments thereto that may be issued by the Company from time to time.
    • 3. In order to avail of the Service, you shall register and create an account at https://perapal.com.ph/sign-up/. You agree that any information you provide to avail of the Service is true, accurate, current and complete, and that the Company may rely on them as such. The Company reserves the right to suspend or terminate your access to and use of the Service if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You shall ensure that your information is current at all times.
      • 3.1. You shall be solely responsible for the password to your account secure. The Company shall not be liable for any disclosure or unauthorized use of your password due to your fault or negligence and transactions initiated with a stolen password. You agree not to divulge your password to any other person, and you agree not to use another person’s password. If, notwithstanding the foregoing prohibition, you disclose your password to another person, you will be deemed to have authorized such person to use that password for any and all purposes, without limitation. You must ensure that you keep your username and password secret and that you do not disclose them to anyone as you will be responsible for all activities which occur under your account. You agree to assume full responsibility at all times for the supervision, management, control and confidentiality of your password. You agree that you will assume the full risk for fraudulent or unintentional use of your password and the Company shall have no responsibility or liability whatsoever to you or any other person for any losses or damages which you or anyone else may suffer if you disclose your password to any other person, including any losses or damages arising out of the disclosure of your password by the recipient to another person, or should your password be stolen and used without your consent. It is your responsibility to notify us immediately of any unauthorized use of your password.
    • 4. You understand that the Company or its third-party licensors may add, remove, modify features, functionalities and products that comprise the Service at any time without prior notice to You. Should we or our third-party licensors exercise its rights under this section, you acknowledge that the Company will not be liable for any loss or damage suffered by you.
    • 5. The Service in whole or in part may be provided to you through our third-party licensors or service providers, and in such cases, those parts of the Service shall be governed by the terms and conditions of our third-party licensors or service providers. You, in using the Service, agree to be bound by such terms and conditions, including, but not limited to:
      • 5.1. Xendit’s Terms and Conditions which may be accessed at https://www.xendit.co/en/terms-and-conditions/ (“Xendit’s Terms”);
      • 5.2. And such other terms which may be incorporated in agreements you enter from time to time
    • 6. You may have access to services of third parties when using the Service (“Third Party Services”). In said cases, you understand that the use of Third Party Services will be governed by the terms and conditions of said third parties. Your transactions with third parties and the use of Third Party Services will solely be between you and the relevant third party. The Company does not make any representations or warranties for such Third Party Services.
    • 7. You agree that we may contact you through communication channels, electronic or otherwise, through the contact details provided by you when you use the Services.

 

  1. Service Fees
    • 1. Unless agreed otherwise between the Parties in writing, the service fees to be paid by the you to the Company for the Services (including, where applicable, any foreign currency and other fees which shall be borne by you) shall be as set out in the Fee Schedule of the Master Service Agreement and incorporated herein by this reference.
    • 2. You shall pay the fees for the Services to the Company in accordance with the terms set forth in the Master Service Agreement.
    • 3. The Company shall be entitled to revise the Fee Schedule and the fees and charges agreed therein at any time, provided that notification of such change has been provided to you in accordance with the Terms.
    • 4. You agree that the Company is entitled to immediately offset any expenses, fees, costs or charges owed by you to the Company, provided that such are due, in accordance with the Fee Schedule or any Losses legally and rightfully incurred by the Company as a result of your or your representatives’ actions, as determined in accordance the Master Services Agreement and these Terms, before transferring any amount to which you are otherwise entitled to.
    • 5. In the event that any outstanding amount (or any part thereof) stated in an invoice is not fully settled within seven (7) days from the date of such Invoice, the Company shall be entitled to charge interest at the rate of one per cent (1%) per month on such outstanding amount (or part thereof), which shall be chargeable from the date falling seven (7) days from the date of such invoice up to and including the date that such outstanding amount (or part thereof) is fully settled by you. The interest described in the immediately preceding sentence shall accrue automatically, without any need of demand or further action from the Company.

 

  1. Disbursement Services

 

Any Disbursements performed or to be performed by the Company or its third-party licensors on your behalf are always subject to Xendit’s Terms. Please refer to Section 2.6.1.

 

  1. Collection Services

 

Any Collections performed or to be performed by the Company or its third-party licensors on your behalf via Retail Outlets or E-wallets are always subject to Xendit’s Terms. Please refer to Section 2.6.1.

 

  1. Card Processing Services

 

Any Card Processing Services performed or to be performed by the Company or its third-party licensors on your behalf are always subject to Xendit’s Terms. Please refer to Section 2.6.1.

 

  1. Invalid Payments And Other Liabilities

 

  • 1. You acknowledge and agree that the Company and each of its Affiliates shall not be liable or responsible in any respect, and that you shall be liable for all Losses incurred by the Company arising out of:
    • 1.1. any over-payment, payment error, refund or other invalid payment caused by you or your End-Users (collectively, “Invalid Payment”)
    • 1.2. any error, default, negligence, misconduct or fraud by you or your employees, directors, officers, representatives, or anyone acting on your behalf; and/or
    • 1.3. any Losses incurred by the Company in respect of a failure by you to comply with the terms of the Master Service Agreement or these Terms.
  • 2. Invalid Payments shall be governed by Xendit’s Terms.

 

  1. Security and Fraud
    • 1. You represent and warrant that, at all times while the Master Service Agreement is in effect, you shall maintain and adhere to all reasonable security measures to protect your Computer Systems and the data contained therein from unauthorized control, tampering, or any other unauthorized access and comply with all applicable laws, rules and regulations and (where applicable) card company rules, including, without limitation, the Payment Card Industry Data Security Standard. For the purposes of this clause, “Customer’s Computer Systems” shall mean the computer systems operated by you or on your behalf that capture or store End-User data or that transmit End-User data to us or our third-party licensors.
    • 2. Unless caused solely by our or our third-party licensor’s gross negligence, fraud or willful or deliberate act, you shall be responsible for all Losses incurred when there has been a compromise of your username or password or any other unauthorized use or modification of your account on PeraPal. Each of the Company and its Affiliates does not and will not insure you against any Losses caused by fraud. Further, you acknowledge and agree to fully reimburse the Company for any direct or indirect Losses incurred by the Company in respect of the use of lost or stolen credentials or accounts of your account, unless such credential or accounts have been lost or stolen solely through the gross negligence, fraud or willful and deliberate act of the Company or its third-party licensors.
    • 3. The Company may assist you with any investigations with law enforcement to recover lost funds. However, where the Company agrees to assist you in such investigations, the Company shall not be liable to you, or responsible for any financial or non-financial (whether direct or indirect) Losses or any other consequences of such fraud.
    • 4. The onus is on you to review all security controls provided or suggested by us or our third-party licensors and to determine if such security controls are sufficient or appropriate for its purposes and, where appropriate, independently implement other security procedures and controls not provided by us or our third-party licensors. The Company does not represent, warrant or guarantee that you or any End-User will never become victims of fraud.
    • 5. You agree that you will immediately provide evidence of your compliance with clause 8.1 to the Company upon the request of the Company. Failure to provide evidence of such compliance to the satisfaction of the Company may result in the suspension of Services or termination of the Master Services Agreement.
    • 6. The Company may provide you with subjective data regarding the possibility or likelihood that a transaction may be fraudulent, which will require action or review by you. The Company may also incorporate action or inaction against you into any future subjective scoring when identifying future potential fraud. However, you acknowledge and agree that your are solely responsible for any action(s) that you may choose to take (or otherwise) in relation to such data, and for providing inaccurate or incorrect information to us. The Company does not represent, warrant or guarantee that such subjective data will be accurate in detecting fraud in all instances, and shall not be liable for any Losses incurred in respect of any fraudulent transaction undetected by the subjective data provided to you.
    • 7. The Company or its third-party licensors may provide or suggest best practices for implementation to help prevent losses and ensure the smoothest experience. You agree to review all the best practices that we or our third-party licensors suggest and choose those that are appropriate for your business, and independently implement other security procedures and control not provided by the Company or our third-party licensors.

 

  1. License and Intellectual Property

 

  • 1. The grant of the license to use the Service’s API shall be governed by Xendit’s Terms.
  • 2. Subject to these Terms and Xendit’s Terms, the Company hereby grants the you a limited, non-exclusive, non-transferable royalty-free license to use the the Company’s trademarks (whether registered or unregistered), logos, and service marks (collectively the “Company Marks”); provided that you agree to change, at your sole expense, any Company Marks which the Company, in its sole judgment, determines to be inaccurate, objectionable, misleading, or a misuse of the Company’s trademarks and/or service marks. You, upon written demand by the Company, shall immediately cease the use of any Company Marks that the Company deems to be in violation of this Clause 9.2. Notwithstanding any provision in these Terms to the contrary, such license shall be revoked immediately and automatically upon termination of the Master Service Agreement. You will not add to, delete from, or modify any Company Marks, Services Documentation or forms provided by the Company or its third-party licensors without the prior written consent of the Company.
  • 3. You acknowledges and agrees that except for the rights and licenses expressly granted to you under these Terms, as between you and the Company, the Company or its licensors shall retain all right, title and interest in and to the Services, APIs, Services Documentation, and any derivatives of the foregoing (the “Company IP”); and, nothing contained in the Master Services Agreement or these Terms shall be construed as conferring upon you by implication, operation of law, estoppel, or otherwise, any other license or right. You shall not: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any of the Company IP for any purpose other than as specified in these Terms; (ii) make the Company IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market the Company IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any of the Company IP.
  • 4. You acknowledge and agree to give the Company permission to use your name, logo, trademark on the Company’s website for any lawful purposes including marketing purposes.
  1. Representations and Warranties
    • 1. The Company’s representations and warranties shall be as follows:
      • 1.1. You acknowledge that some part or the whole of the Services may be provided to you by the Company’s third-party licensors and/or service providers. As such, such part or whole of the Services shall be governed by the warranties and representations of such third-party licensors and/or service providers. You may check Xendit’s Terms for warranties and representations in relation to the services provided by Xendit.
      • 1.2. The Company represents and warrants that it will not use or disclose unique, non-public End-User data submitted by you except as reasonably necessary (i) to provide the Services to you hereunder, (ii) where applicable, to provide fraud screen services generally without disclosing personally identifiable End-User information, or, (iii) as otherwise permitted or required by law.
    • 2. Your representations and warranties shall be as follows:
      • 2.1. You represent and warrant that: (i) you have all necessary right, power and ability to execute the Master Services Agreement and to perform its obligations thereof (including but not limited to these Terms); (ii) no authorization or approval from any third party is required in connection with your execution, delivery or performance of the Master Services Agreement; (iii) the Master Services Agreement constitutes a legal, valid and binding obligation, enforceable against you in accordance with its terms, and does not breach any other agreement to which you are bound; (iv) your use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) are complying and will comply with all applicable laws, rules and regulations.
      • 2.2. You further represent and warrant that the installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Services Documentation and the terms of the Master Services Agreement and in particular (where applicable) the specifications set forth in the Services Documentation or any other terms and conditions by any of the third-party licensors or service providers of the Company, as shall be stipulated by the Company and which are incorporated herein by this reference.
      • 2.3. You further represent and warrant that, prior to transmitting End-User information to the Company, you will provide all reasonably necessary disclosures and/or obtain all reasonably necessary consents from each End-User regarding the intended disclosures and uses of the End-User data.
      • 2.4. You further represent and warrant that (i) you have all necessary rights and authorizations to sell or distribute products or services for which you are using the Services, (ii) you are complying and will comply with all applicable laws and regulations as related to its use of the Services, and (iii) none of your products or services infringe or violate the Intellectual Property rights of any third party and does not and will not contain any content which violates any applicable law, regulation or third party right.
      • 2.5. You represent and warrant that you comply with all applicable laws and restrictions and that none of your products or services are exported or imported from.
      • 2.6. You further represent and warrant that you have not engaged in and are not now engaging in any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and you are conducting your business in compliance with the applicable anti-corruption anti-bribery laws.
      • 2.7. You represent and warrant that your operations are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and anti-money laundering and counter-terrorism financing laws and regulations in the Republic of the Philippines and all other jurisdictions in which you conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Anti-Money Laundering Laws”) and no action or suit or proceeding with respect to Anti-Money Laundering Laws involving you is pending before any court or governmental agency, authority or body or any arbitrator.
      • 2.8. You represents and warrants that any goods or services that is sold or rendered by you and your Merchants, if any, to end-users shall be delivered or rendered accordingly based on its promises to the end-user and that you shall not hold the Company and its Affiliates responsible nor liable for its relationship with end-user.

 

  1. Restricted Activities
    • 1. You acknowledge that the Company is thus prohibited to engage in or provide services in activities prohibited under Philippine laws including Unlawful Activities as such term is defined under the Anti-Money Laundering Act of 2001, as amended, and its Revised Implementing Rules and Regulations (“Restricted Activities”). The list of Restricted Activities may change from time to time due to changes in regulations. Thus, you acknowledge that the Company may unilaterally change, revise or modify the list of Restricted Activities below without prior notification to you. The list below is representative but not exhaustive. If you are not certain as to whether your business is classified as a Restricted Activities, or have questions about how these requirements apply, please contact us.
    • 2. You legally acknowledge and confirm your consent or agree that you will not use the Service to accept or disburse payment in connection with any of the Restricted Activities including but not limited to:
  2. Acts penalized under Secs. 4, 5, 6, 8, 9, 10, 11, 12,13, 14, 15 and 16 of Republic Act No. 9165, otherwise known as the “Comprehensive Dangerous Drugs Act of 2002”, as amended by Republic Act No. 10640;
  3. Acts penalized Section 3 paragraphs b, c, e, g, h and i of Republic Act No. 3019, as amended, otherwise known as the “Anti-Graft and Corrupt Practices Act”;
  4. “Plunder” under Republic Act No. 7080, as amended;
  5. “Robbery” and “Extortion” under Articles 294, 295, 296, 299, 300, 301 and 302 of the Revised Penal Code, as amended;
  6. “Jueteng” and “Masiao” punished as illegal gambling under Presidential Decree No. 1602;
  7. “Piracy on the High Seas” under the Revised Penal Code, as amended, and Presidential Decree No. 532:
  8. “Qualified Theft” under Article 310 of the Revised Penal Code, as amended;
  9. “Swindling” under Article 315 and “Other Forms of Swindling” under Article 316 of the Revised Penal Code, as amended;
  10. “Smuggling” under Republic Act No. 455, and Republic Act No. 1937, as amended, otherwise known as the “Tariff and Customs Code of the Philippines”;
  11. Violations under Republic Act No. 8792, otherwise known as the “Electronic Commerce Act of 2000”;
  12. “Hijacking” and other violations under Republic Act No. 6235, otherwise known as the “Anti-Hijacking Law”; “Destructive Arson”; and “Murder”, as defined under the Revised Penal Code, as amended;
  13. “Terrorism” and “Conspiracy to Commit Terrorism” as defined and penalized under Sections 3 and 4 of Republic Act No. 9372;
  14. “Financing of Terrorism” under Section 4 and offenses punishable under Sections 5, 6, 7 and 8 of Republic Act No. 10168, otherwise known as the “Terrorism Financing Prevention and Suppression Act of 2012”;
  15. “Bribery” under Articles 210, 211 and 211-A of the Revised Penal Code, as amended, and “Corruption of Public Officers” under Article 212 of the Revised Penal Code, as amended;
  16. “Frauds and Illegal Exactions and Transactions” under Articles 213, 214, 215 and 216 of the Revised Penal Code, as amended;
  17. “Malversation of Public Funds and Property” under Articles 217 and 222 of the Revised Penal Code, as amended;
  18. “Forgeries” and “Counterfeiting” under Articles 163, 166, 167, 168, 169 and 176 of the Revised Penal Code, as amended;
  19. Violations of Sections 4 to 6 of Republic Act No. 9208, otherwise known as the “Anti-Trafficking in Persons Act of 2003, as amended”;
  20. Violations of Sections 78 to 79 of Chapter IV of Presidential Decree No. 705, otherwise known as the “Revised Forestry Code of the Philippines, as amended”;
  21. Violations of Sections 86 to 106 of Chapter IV of Republic Act No. 8550, otherwise known as the “Philippine Fisheries Code of 1998”;
  22. Violations of Sections 101 to 107, and 110 of Republic Act No. 7942, otherwise known as the “Philippine Mining Act of 1995”;
  23. Violations of Section 27(c), (e), (f), (g) and (i) of Republic Act No. 9147, otherwise known as the “Wildlife Resources Conservation and Protection Act”;
  24. Violations of Section 7(b) of Republic Act No. 9072, otherwise known as the “National Caves and Cave Resources Management Protection Act”;
  25. Violation of Republic Act No. 6539, otherwise known as the “Anti-Carnapping Act of 2002, as amended”;
  26. Violation of Sections 1, 3, and 5 of Presidential Decree No. 1866, as amended, otherwise known as the decree “Codifying the Laws on Illegal/Unlawful Possession, Manufacture, Dealing In, Acquisition or Disposition of Firearms, Ammunition or Explosives”;
  27. Violation of Presidential Decree No. 1612, otherwise known as the “Anti-Fencing Law”;
  28. Violation of Section 6 of Republic Act No. 8042, otherwise known as the “Migrant Workers and Overseas Filipinos Act of 1995, as amended”;
  29. Violation of Republic Act No. 8293, otherwise known as the “Intellectual Property Code of the Philippines, as amended”;
  30. Violation of Section 4 of Republic Act No. 9995, otherwise known as the “Anti-Photo and Video Voyeurism Act of 2009”;
  31. Violation of Section 4 of Republic Act No. 9775, otherwise known as the “Anti-Child Pornography Act of 2009”;
  32. Violations of Sections 5, 7, 8, 9, 10 (c), (d) and (e), 11, 12 and 14 of Republic Act No. 7610, otherwise known as the “Special Protection of Children Against Abuse, Exploitation and Discrimination”;
  33. Fraudulent practices and other violations under Republic Act No. 8799, otherwise known as the “Securities Regulation Code of 2000”;
  34. Felonies or offenses of a nature similar to the aforementioned unlawful activities that are punishable under the laws of other countries.

 

  1. Disclaimers
    • 1. Except as expressly set forth in the Master Services Agreement or these Terms, the products and services provided hereunder are provided “as is” with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with you. This disclaimer of warranty extends to the End-User and users of the End-User’s products and services, is in lieu of all warranties and conditions whether express, implied, or statutory, and the Company hereby specifically excludes, to the fullest extent permitted by law, any representations, conditions or warranties, express or implied, regarding any of its products or services, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the products and services, and any implied warranties arising from the course of dealing or course of performance.
    • 2. You acknowledge that the Company is regulated by the Bangko Sentral ng Pilipinas. To such extent recognized and allowed under existing regulations, each of the Company and its Affiliates is not responsible for the action or inaction of any third party, including but not limited to (a) the operation of the websites of internet service providers (“ISPs”), banks, financial processors, or other financial institutions, (b) the availability or the operation of the operating systems of ISPs, banks, financial processors or other financial institutions, and shall not be liable for any direct or indirect financial or non-financial Losses or any other consequences suffered or incurred by you in respect of any errors, omissions, failure, delay or breakdown of any ISPs, banks, financial processors or financial institutions.
    • 3. You acknowledge and affirm that the Company shall not be responsible for recognizing any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) with respect to whether it is accurate or correct, or typical for your business. You shall be solely responsible for recognizing whether a Transaction initiated by an End-User is erroneous or suspicious (including, but not limited to, unusual or large purchases, or an atypical request for delivery to a foreign country). You acknowledge and agree that you shall make reasonable checks on Transactions which appear suspicious and/or erroneous and, if necessary, contact an End-User in relation to such suspicious or erroneous Transaction before fulfilling or completing the Transaction. You are solely responsible for any Losses directly or indirectly incurred due to erroneous or fraudulent Transactions in connection with your use of the Services, and the Company shall not have any responsibility or liability in respect of the same whatsoever.
    • 4. You shall only use the Services for legitimate transactions with your End-Users. You shall be responsible for your relationship with End-Users, and the Company and its Affiliates shall not be responsible or liable in any manner whatsoever for the products or services publicized or sold by you, or purchased by the End-Users from you using the Services; or if you accept donations, for your communication to your End-Users of the intended use of such donations. You acknowledge and affirm that you are solely responsible for the nature and quality of the products or services provided by you, and for delivery, support, refunds, returns, and for any other ancillary services provided by you to End-Users, and that the Company and its Affiliates shall not have any responsibility or liability in respect of the same whatsoever. The Company reserves the right to terminate the Services and the Masters Services Agreement immediately upon reasonable suspicion that you are engaged in any illegitimate transaction(s) with End-Users and/or illegitimate business and shall not be responsible or liable for any Losses incurred in respect thereof or in connection therewith by any person (including, without limitation, you and/or any End-User) whatsoever.
    • 5. You understand and agree (i) that neither the Company nor its third-party licensors can guarantee the accuracy of tax rates obtained from taxing authorities, and, (ii) that you bear the ultimate responsibility for the proper payment of taxes applicable to your sale of your products or services.
    • 6. For the avoidance of doubt, the Company does not make any representation, warranty or guarantee in respect of the quality, authenticity, fitness, nor any other statement in relation to the nature whatsoever, of the goods or services delivered or rendered by you, and shall not be responsible or liable for any claims in respect thereof or in connection therewith by any person (including, without limitation, any End-User) whatsoever.

 

  1. Indemnification and Liability
    • 1. You shall defend, hold harmless and indemnify, at its own expense, the Company, its affiliates and each of their respective directors, officers, employees and representatives, and the successors and assigns of the foregoing (each, a “First Party Indemnified Party”) against any third party legal cause of action, claim, suit, proceeding or regulatory action brought against the First Party Indemnified Party and any related Losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by the First Party Indemnified Party, to the extent that such cause of action is based on or arising from (i) any of your services or products that infringe a copyright, patent, trade secret, or other intellectual property rights of a third party; (ii) a breach by you of any of the terms, conditions, representations and warranties set forth in the Master Services Agreement and these Terms; or (iii) your or an End-User’s use of the Services that are inconsistent with any of the terms of the Master Services Agreement or these Terms or that violate any data protection laws, Network Rules, or any other applicable law, rule or regulation.
    • 2. The Party from whom indemnification is being sought (the “Indemnifying Party”) will indemnify the Party seeking indemnification (the “Indemnified Party”) from a claim provided that the Indemnified Party notifies the Indemnifying Party in writing promptly and in any event not later than three (3) business days after the Indemnified Party becomes aware of such claim (provided that the failure to so notify shall not affect the Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, the Indemnifying Party has been actually prejudiced thereby). The Indemnifying Party may not agree to any settlement that involves injunctive or equitable relief affecting the Indemnified Party or admission of liability by the Indemnified Party without obtaining the Indemnified Party’s prior written consent.
    • 3. The Company shall have no liability to you for any claim based on:
      • 3.1. any and all Losses incurred by you in respect of the products or services of the Company or its third party licensors which have been modified by parties other than the Company or its third party licensors;
      • 3.2. any and all Losses incurred by you in respect of your use of the Company’s products or services or that of its third party licensors in conjunction with data where use of such data gave rise to an infringement claim;
      • 3.3. any and all Losses incurred by you in respect of your failure to install upgrades or patches provided by the Company or its third party licensors where such upgrade or patch would have avoided such Losses;
      • 3.4. any and all Losses incurred by you in respect of the your use of the Company’s or its third party licensors’s products or services in a manner inconsistent with the Services Documentation provided with such products or services;
      • 3.5. your use of the Company’s or its third party licensors’s products or services with software or hardware not authorized by the Company or its third party licensors, where use with such other software or hardware gave rise to the Losses incurred by you;
      • 3.6. any and all Losses incurred by you in relation to any absence of any license or permit in respect of your business activities and operations;
      • 3.7. any and all Losses incurred by you in relation to any claim related to any infringement of any intellectual property committed by you;
      • 3.8. any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by you as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by you or any of your employees, directors, officers, representatives, agents or affiliates;
      • 3.9. failure to comply with or fail to properly follow best practice suggestions by the Company or its third party licensors which will increase the likelihood of fraud, losses and other similar occurrences, unless such losses result from the Company’s willful or intentional actions; and
      • 3.10. failure to send or render goods or services as promised by you or your Affiliates to the end-user.
    • 4. Under no circumstances (i) shall the Company or its third party licensors be liable to you for indirect, incidental, consequential, special or exemplary damages or Losses suffered or incurred (even if the Company or its third party licensors have been advised of the possibility of such damages and regardless whether each of them knew or had reason to know of the possibility of the loss, injury or damage in question), such as, but not limited to, loss of revenue, profits, goodwill or business, anticipated savings, loss of reputation, costs of delay, costs of lost or damaged data or documentation, or such party’s liabilities to third parties of any nature arising from any source; nor (ii) shall the entire liability of the Company or its third party licensors to the you with respect to the Master Services Agreement or any subject matter thereof, these Terms or the Services under any contract, tort, negligence, strict liability or other legal or equitable theory, exceed the fees paid or payable to the Company by you under the Master Services Agreement or (in the case of a dispute involving a third-party licensor of the Company) the fees paid or payable to such third-party licensor during the six (6) -month period immediately prior to the date the cause of action arose.
    • 5. The exclusions and limitations of this Clause 13 do not apply to obligations that can’t be excluded as a matter of law or public policy, obligations regarding indemnification for infringement of third party intellectual property rights by you, or for liability arising from the bodily injury or death of a person by any Party.

 

  1. CONFIDENTIAL INFORMATION
    • 1. Each Party (the “Receiving Party”) hereby agrees (i) to hold the other Party’s (the “Disclosing Party”) Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third party except as is strictly necessary to provide or use the Services, (iii) not to make any use whatsoever at any time of such Confidential Information except as contemplated hereunder, and (iv) that any employee or third party given access to any such Confidential Information must have a legitimate “need to know” and shall be bound in writing to comply with the Receiving Party’s confidentiality obligations, whether generally or specific to the Services Agreement or these Conditions.
    • 2. Except as otherwise provided in the Master Services Agreement or these Terms, within thirty (30) calendar days of termination of the Master Services Agreement, the Receiving Party shall destroy all materials that constitute Confidential Information and/or Intellectual Property of the Disclosing Party and provide to the Disclosing Party written certification signed by an authorized officer or representative of the Receiving Party that all such information was so destroyed. Notwithstanding the foregoing, each party may retain Confidential Information that is (i) stored on archival or back-up files or (ii) required for compliance with applicable law, card company rules or its obligations pursuant to the Master Services Agreement (including these Conditions), provided that such party continues to maintain confidentiality of such Confidential Information pursuant to the terms of the Master Services Agreement and these Terms.
    • 3. Notwithstanding any provision in the Master Services Agreement or these Terms to the contrary, each Party may disclose Confidential Information of the other Party to the extent it is required to be disclosed pursuant to a valid order or requirement of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information shall be given reasonable notice of the pendency of such an order or requirement and the opportunity to contest it.

 

  1. MISCELLANEOUS
    • 1. The Parties shall perform all of their duties under the Master Services Agreement (including these Terms) as independent contractors. Nothing in the Master Services Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint capital venturers, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specifically provided in the Master Services Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party.
    • 2. In performing any of the Services under the Master Services Agreement and these Terms, from time to time, to the extent permitted under the law, Second Party hereby agrees to authorize the Company, at Company’s sole discretion, to delegate any of its duties and obligations hereunder to any of its Affiliates and/or trusted third party. For the avoidance of doubt, should the Company choose to exercise its rights in Clause 15.2, the Company shall not be considered in breach for failure or delay in notifying you of such intention.