Privacy Policy and Terms of Use

This Terms of Use (the “Agreement”), made and entered into the date and place indicated in the conforme section, by and between VeritasPay Philippines Inc. (“VERITASPAY”) and you as the Merchant (“MERCHANT”). VeritasPay and Merchant, are collectively referred to as the “Parties”, and each, a“Party”.

Recitals

VERITASPAY is a corporation engaged in the business of software development in the payment industry, focusing on the development of safe and secure mobile POS and e-commerce solutions.

MERCHANT, through the Application Form in which this Agreement is attached, expressed its desire to secure and pay for the services offered by VERITASPAY, and the latter accepted the MERCHANT’s request subject to the terms and conditions stipulated in this Agreement.

FOR AND IN CONSIDERATION of the payment of services, including any valid amendment thereto, and other charges due, and the faithful compliance with all the terms, conditions, and covenants hereinafter contained, VERITASPAY and MERCHANT hereby agree as follows:

1. DEFINITION OF TERMS

The following terms shall be defined and used in this Agreement: “Banking Day” means any day when banks are open for business. Provided, however, that Saturday, Sunday, special non-working holiday/s, or regular holiday/s in the Philippines, shall always, be considered as a non-banking day notwithstanding any declaration to the contrary.

“Card” refers to any Credit/Debit Cards, reloadable mobile wallets (including, but not limited to, Gcash or GrabPay), or other valid forms of payment accepted by VERITASPAY’s application, system, or website for the purchase of goods and/or services.

“Cardholder” refers to the person whose name is imprinted/embossed on the Card whose signature appears on the signature panel as the authorized user thereof. Furthermore, any person who possesses and uses a Card and who purports to be the person in whose name the Card was issued or whose signature appears on the Card is deemed an authorized user.

“Card Brand” means a network of issuing banks and acquiring banks that process payment cards of a specific brand. Without limiting the foregoing definition, it includes American Express, Discover Financial Services, JCB International, MasterCard International Inc. Visa Inc., Visa International Inc., and any other payment card company belonging to the card association or an international card network recognized by the Bangko Sentral ng Pilipinas.

“Confidential Information” means information, whether oral or written, commercial, financial, or technical, and any other information, including all trade secrets, confidential, personal data (personal, sensitive, and privileged information), or proprietary information in whatever form together with analyses, compilations, data, studies, reports, or other documents, software, programs, system, or intellectual property, whether prepared or owned by VERITASPAY or Card Brands, and furnished and provided to the other Party.

“MERCHANT” refers to the authorized person and/or company that is engaged in a lawful business, which accomplished the VERITASPAY’s Merchant Application Form, duly accredited by VERITASPAY to honor Credit/Debit Cards and other forms of payment for goods and/or services purchased from such company.

“Settlement” refers to the electronic process of transferring funds for sales and credits between the MERCHANT and VERITASPAY with the use of the API or PESONet system. “Transaction(s)” means any billable occurrence completed or submitted under MERCHANT Account including but not limited to sale, void, refund, credit, offline force, capture, authorization, validate, update or settlement regardless of whether approved or declined.

“Service/s” refers to the Payment Facilitation Services of VERITASPAY offered to the MERCHANT in order to accept Credit/Debit Cards, and other modes of payment under the accepted brands (Visa, Mastercard, BancNet, JCB, UnionPay and others generally accepted and secure modes of payment). These services include Application Programming Interface (“API”), Fraud Protection Tools, and other lists of services as indicated in our website https://veritaspay.com/, proposal or agreements.

2. ONBOARDING REQUIREMENTS

MERCHANT shall be responsible in deciding whether the Services offered in this Agreement, the application and the website are suitable to the MERCHANT’s business needs. MERCHANT, through its authorized representative, shall accurately provide for the information provided in the Application Form, VERITASPAY’s program and/or website.

MERCHANT, through its authorized representative signing this Agreement, hereby warrant and represent that the authorized representative:

I.have the authority to acknowledge, act, and sign for the MERCHANT;

II.have the authority, to provide all information, including any Confidential Information, that the said authorized representative may need to provide pursuant to the Services availed of;

III.have authorized to access the Services, applications, back office, and website on behalf of the MERCHANT; and

IV.have secured the consent of any person, company, and MERCHANT.

VERITASPAY shall have the sole discretion to ask for additional documents or information that is necessary to conduct due diligence of the MERCHANT pursuant to the requirements of VERITASPAY, the banks and other regulatory agencies.

VERITASPAY have the right to reject, outright and without the need of justification, the MERCHANT’s application, or to later close the MERCHANT’s account with VERITASPAY if, at any time, found that any of the information provided to VERITASPAY, its directors, employees, officers, or agents is inaccurate, invalid, incomplete, or illegal.

3. PAYMENT ACCEPTANCE

a.MERCHANT shall honor, without any discrimination, all valid Cards presented by bonafide Cardholders in the purchase of goods and/or services supplied by it on credit or debit.

b.Every Card issued to a bonafide Cardholder is non-transferable, and the MERCHANT should only process Transactions for such Cardholders.

c.MERCHANT shall honor Cards according to VERITASPAY’s Merchant Operating Guide (VMOG) in a manner that every transaction using the Card satisfies the conditions or security checks based on the type of Card stated therein, and that the identification of the Cardholder rests upon the MERCHANT.

d.MERCHANT shall be responsible for ensuring the information of the Cardholder and the amount of the goods and/or services purchased or received are correctly shown in the printed receipt, if applicable.

e.MERCHANT may not infer any impropriety, wrongdoing, or lack of creditworthiness on the part of any Cardholder from the declining of any authorization request made in respect of a Card transaction which attempted to be affected by the Cardholder or from any instruction given to MERCHANT by VERITASPAY under any provision of this Agreement.

f.MERCHANT shall, at no time, open its own charge account for Cardholders or bill Cardholders directly or offer its own credit, debit, and similar programs without the prior written conformity of VERITASPAY.

g.MERCHANT shall be responsible for conducting its business lawfully by identifying and reporting money laundering activities to VERITASPAY within five (5) days from occurrence or knowledge thereof. VERITASPAY shall have the right to freeze payments, suspend the accounts, and/or terminate this Agreement if MERCHANT failed to inform VERITASPAY within the given period of such unlawful activities.

h.MERCHANT shall be accountable and shall hold VERITASPAY free and harmless from all liabilities, claims, or damages due to negligent, unlawful, or willful acts of the MERCHANT, its employees, directors, officers, or agents.

4. PAYMENT SETTLEMENT

a.VERITASPAY shall settle all actual payments to the MERCHANT based on the settlement account provided by the MERCHANT in the Application Form. Further, VERITASPAY shall not be held liable for any delay or losses incurred as a result of an improperly reported or designated settlement account. VERITASPAY shall not be responsible for any action taken by any financial institution holding the MERCHANT’s settlement account that may result in some or all the funds not being credited or not being made available to such account.

b.MERCHANT shall be reimbursed net of the Merchant Discount Rate, applicable government taxes, returns, refunds, rebates, or corrections, including any other applicable fees incurred by VERITASPAY and agreed by the Parties. VERITASPAY reserves the right to change the Merchant Discount Rate and/or other fees as may deem necessary after giving the MERCHANT an advance notice. If the MERCHANT does not agree with the change or any rate charged by VERITASPAY, Parties may agree to terminate this Agreement without prejudice to all receivables of VERITASPAY from the MERCHANT.

c.MERCHANT shall take up any costs, fees, and expenses relating to the implementation of any changes or improvement to software/hardware requirements deemed necessary by any Card Brands and other organizations or association, or other service providers, and any increase in communication costs.

d.Any settlement made by VERITASPAY to the nominated bank account of the Merchant shall neither be construed as a waiver nor condonation from VERITASPAY of any prior existing obligations and liabilities of MERCHANT. Further, any settlement shall be made without prejudice to any rights or remedies that accrued in favor of VERITASPAY against the MERCHANT. Further, such settlement shall not constitute admission or acknowledgment by VERITASPAY.

e.MERCHANT hereby authorizes VERITASPAY to set-off, by whatever means, the whole or any part of MERCHANT's liabilities to VERITASPAY under this Agreement against any funds credited to or owing to the MERCHANT under this Agreement.

f.VERITASPAY shall not be held liable for any delay or losses incurred as a result of an improperly reported or designated settlement account. VERITASPAY shall not be responsible for any action taken by any financial institution holding the MERCHANT’s settlement account/nominated bank account that may result in some or all the funds not being credited or not being made available to such account.

5. TAXES AND OTHER CHARGES

a.All sums payable to VERITASPAY under this Agreement shall be payable in cleared funds in the agreed currency and due dates of such amounts, and without deduction for any taxes, levies, imposts, duties, charges, fees deductions, withholding restrictions, or conditions of any nature now or hereafter imposed by the Republic of the Philippines or any political subdivision or taxing authority thereof or therein. All such taxes, levies, imposts, duties, charges, and fees shall be charged to and will be borne solely by the MERCHANT.

b.VERITASPAY shall pay MERCHANT net of the following: (1) mandated withholding tax on income payments made by credit card companies and remitted to the Bureau of Internal Revenue; (2) the Merchant Discount Rate as agreed; and (3) other fees and charges mentioned in Article 4 of this Agreement, or later on agreed upon and made supplemental to this Agreement.

c.Any Value Added Tax (VAT) shall be for the account of the MERCHANT. VERITASPAY shall only facilitate the MERCHANT the corresponding Certificate of Taxes Withheld (CTW) pertaining to the amount of creditable withholding taxes withheld.

6. SURCHARGING PROHIBITION

The selling price of goods and/or services sold/rendered by the MERCHANT to the Cardholder shall be at the regular selling price to cash customers, without adding on any extra percentage of any kind to the Cardholder’s transactions. Violation of this article shall be subject to the terms under Article 17.

7. COMPLETION OF CARD TRANSACTION

a.The MERCHANT represents and warrants to VERITASPAY that it secured an authority to print (ATP) duly authorized receipts or sales invoices prior to conducting any transactions or dealings with the Cardholder in accordance to Revenue Memorandum Circulars (e.g. RMC No. 28-2019) or any other issuances and requirements mandated by the Bureau of Internal Revenue (“BIR”).

b.MERCHANT assumes full responsibility for any goods and/or services returned and/or questioned by the Cardholder, as well as for the accuracy and correctness of any data or information appearing on the Payment Slip. As such, MERCHANT agrees to indemnify and hold VERITASPAY and its officers, employees, directors, and authorized representatives free and harmless from any and all claims relating to any payment slip or as may be made by way of defense, offset, counterclaim, or affirmative action by the Cardholder.

8. RESERVE ACCOUNT

VERITASPAY, at its sole discretion, may require a reserve account to be implemented if there is reasonable cause to believe that the MERCHANT’s processing may result in a high level of chargeback activity or credits. Based on the MERCHANT activity, VERITASPAY may require that an implemented reserve account be increased prior to proceeding with any Transaction. MERCHANT shall not be entitled to receive any interest on the funds held in the MERCHANT Reserve Account.

9. REFUND

a. The MERCHANT shall establish and display visibly on its website or on premises, the description of the refund, and the fair return and cancellation policy. In all instances when such credits, refunds, or cancellations of internet transactions of Cardholder are granted, MERCHANT shall transmit/submit to VERITASPAY complete Refund Instruction Form or an electronic equivalent. If the amount of credit or return transactions exceed the amount of sales transactions, the MERCHANT shall pay VERITASPAY the excess.

b. VERITASPAY shall decline to act upon a Refund instruction, or delay execution of the request, if:

I. have the authority to acknowledge, act, and sign for the MERCHANT;

II. MERCHANT is the subject of account suspension;

III. MERCHANT is the subject of any Bankruptcy Proceedings;

IV. MERCHANT is placed under fraud investigation;

V. MERCHANT is generating an excessive number of chargebacks; or

VI. In any case where VERITASPAY believes that there is a risk that MERCHANT will not meet the obligations under this Agreement (including the charge that is the subject of the refund request).

c. VERITASPAY shall not be held liable to a MERCHANT in the event a customer disputes a transaction because of a refunded or not refunded transaction.

d. VERITASPAY shall not be responsible for any MERCHANT refund policies. MERCHANT must establish its own customer refund policy without prejudice and aligned to the mandate of The Consumer Act of the Philippines otherwise known as R.A. No. 7394, the rules, regulations and issuances of the Department of Trade and Industry and other applicable laws. In case of doubt of inconsistencies between VERITASPAY and MERCHANT’s refund policy, VERITASPAY’s refund policy shall prevail.

10. LOYALTY/PROMOTIONAL PROGRAM

MERCHANT hereby agrees to participate in loyalty/promotional programs which may be developed and implemented by VERITASPAY. This clause does not prevent or curtail MERCHANT to develop and implement its own customer loyalty/promotional program at its own cost and expense, subject to the written consent of VERITASPAY.

11. REVIEW

MERCHANT acknowledges that VERITASPAY has the right to conduct a regular review and evaluation of MERCHANT’s overall performance of its obligations under this Agreement, as well as the auditor (internal or external) and BSP examiners. This will be the basis of whether to continue, otherwise, change the rates and fees, set forth, or otherwise terminate this Agreement. Should VERITASPAY determine, based on such criteria and conditions at it deems appropriate, that MERCHANT has failed to satisfactorily comply with its obligations hereunder, VERITASPAY shall have the option to terminate this Agreement. For this purpose, the performance of MERCHANT shall be measured using performance indicators to be provided by VERITASPAY. Auditors and BSP Examiners shall be allowed access to the operations and activity of the MERCHANT to fulfill its responsibilities in accordance with this Agreement and by the law.

12. CHANGE OF OWNERSHIP, COMPANY NAME, BUSINESS NATURE AND BANK

MERCHANT shall notify VERITASPAY in writing at least thirty (30) calendar days in advance, if MERCHANT decides to:

I.change its ownership, substantial shareholders, or members of the board of directors;

II.change its settlement bank;

III.change its company name, primary purpose, principal place of business, or additional set-up of branch store; or

IV.change its nature and business registration, including, but not limited to, any amendments to the license or certification with the Department of Trade and Industry, Security and Exchange Commission, or Bureau of Internal Revenue.

Copies of official and public documents appurtenant to the changes that take effect in this paragraph shall be forwarded to VERITASPAY for record purposes as soon as the MERCHANT takes hold of such documents or not later than fifteen (15) days from release thereof.

13. LIMITATION OF LIABILITIES AND INDEMNIFICATION

a.MERCHANT shall be held solely liable and hold VERITASPAY, its officers, employees, and agents free and harmless for whatever claims, liabilities and judgments, directly or indirectly, that any Cardholder may have against the MERCHANT or VERITASPAY due to identity theft, account takeover or other similar machinations in relation to the use of POS terminals, MERCHANT’s cash registers and other similar appliance or instruments perpetuated by the MERCHANT or its employees, officers, or agents.

b.Any warranties, representations, undertakings, or guarantees, whether express or implied, concerning the use of any application, system, or Services as provided in this Agreement are excluded. As such, VERITASPAY will not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available to the other parties with respect to the Agreement and shall not be responsible or liable for any error or omissions on information, except when done willfully and with bad faith.

c.VERITASPAY provides the Services on an "as is", “with all faults”, and “as available” basis and without warranties of any kind either express or implied, and the MERCHANT’s use of the Services is at its own risk.

d.MERCHANT shall secure and monitor its employees, officers, and agents’ use of the Services, applications, website of VERITASPAY in accordance with this Agreement, devoid of any fraud, unauthorized Transactions/activities, or unlawful activities. Failure of which, VERITASPAY shall have the right to terminate this Agreement without the need of any prior notice. Without prejudice to other rights provided in this Agreement, VERITASPAY reserves the right to file appropriate legal action and claim the appropriate cost of damages against the MERCHANT and the personnel/s involved for the fraud or illegal activities.

e.Absence of gross negligence or willful misconduct, VERITASPAY shall in no case be liable, whether direct or indirect, to MERCHANT. Should VERITASPAY be held liable for damages under this Agreement, VERITASPAY shall only be liable to the extent of the total amount of Merchant Discount Rates paid by MERCHANT to VERITASPAY in the immediately preceding twelve (12) months from the occurrence of such event.

f.VERITASPAY shall only be liable to the actual and direct losses incurred by MERCHANT, which can be substantiated, and in no case shall VERITASPAY be liable for business opportunity loss, loss of business profits, special, incidental, indirect or consequential damages (including loss of business or savings). Notwithstanding any provision to the contrary, the liability of VERITASPAY shall be limited to the amount of its management fees received under this Agreement.

14. RELATIONSHIP

a.No relationship of principal and agent is established by this Agreement between VERITASPAY and MERCHANT. MERCHANT shall conduct its activities under this Agreement as its own principal and not as an agent of VERITASPAY. Neither shall this Agreement be construed to create a relationship of partnership or joint venture between VERITASPAY and MERCHANT.

b.As such, in the event that MERCHANT cannot fulfill its obligations to the third person/s under this Agreement, MERCHANT shall hold VERITASPAY free and harmless from any and all liabilities, suits or actions of whatever nature, which said third person/s may pursue against MERCHANT unless the same is caused or due to the willful misconduct or gross negligence of VERITASPAY.

15. DATA PRIVACY STATEMENT

a.That the Parties and its authorized representatives will ensure to abide and protect each PARTY’s data subjects’ personal data (personal, sensitive, or privileged information) and other information or processes that each Party may encounter or receive in performance of the Services pursuant to the Philippines Data Privacy Act of 2012, and its Implementing Rules and Regulations, other issuances of the National Privacy Commission and other relevant laws of the Philippines (collectively, the “DPA”) and any security measures set by the industry standards and generally accepted international principles.

b.MERCHANT shall hold VERITASPAY free and harmless for any data privacy breach or security incident caused by the MERCHANT, its employees, officer, or agents.

16. CONFIDENTIALITY

a.MERCHANT hereby agrees to secure and keep confidential any and all Confidential Information acquired disclosed or shared, whether verbal or written, to VERITASPAY in consideration of this Agreement.

b.MERCHANT shall only disclose any Confidential Information to third parties upon securing the prior written consent of VERITASPAY regardless if such disclosure is to seek advice from consultants or any insurers, unless required by law or judicial order. MERCHANT’s breach of confidentiality clause shall allow VERITASPAY to exercise an injunctive relief and seek reparation for pecuniary damages, without prejudice to the other rights of VERITASPAY.

c.Without limiting the generality of this article, MERCHANT shall observe the terms under Article 11.

17. TERMINATION

a.VERITASPAY shall have the right to cancel or terminate this Agreement without need of legal or judicial action or order upon the occurrence of any of the following events by giving written notice to the MERCHANT:

I.MERCHANT breaches any of the warranties or other obligations set forth in this Agreement;

II.MERCHANT fails to cure the cause of temporary disconnection within the agreed period of time;

III.Any event in Article 12 which is not acceptable to either VERITASPAY or Card Association;

IV.MERCHANT decides to stop operating its business or if there would be a plan to suspend business operation by giving at least thirty (30) days prior written notice,;

V.MERCHANT’s franchise shall have been revoked, if applicable;

VIMERCHANT, if a natural person, shall have died, or, if a juridical entity, its corporate existence ceased;

VIIMERCHANT becomes insolvent or be unable to pay its debts when due or shall commit or permit any act of bankruptcy under the applicable law;

VIII.MERCHANT’s representations and warranties prove to be false in any material respect when made; or

IX.MERCHANT has committed acts prejudicial to the interest of VERITASPAY or when VERITASPAY, at its sole discretion, deems necessary for reasons including, but not limited to, fraud or counterfeit card transactions, excessive chargeback, in violation of the DPA, in violation of the Access Devices Regulation Act of 1998, the Anti-Money Laundering Act of 2001 and its Implementing Rules and Regulations and the Consumer Act of the Philippines, and other applicable laws.

b.All obligations incurred or existing including but not limited to all fees, fines, and penalties that may be imposed by VERITASPAY against the MERCHANT, and all rights vested or accrued under this Agreement shall survive the termination of this Agreement.

c.In case VERITASPAY is compelled to engage the services of counsel for the protection of its interests or enforcement of its rights under this Agreement, MERCHANT shall compensate the former attorney’s fees equivalent to twenty-five percent (25%) of the amount involved or claimed, aside from costs of collection and, in the proper case, costs of suit. The payment of Attorney’s fees shall be in addition to the recovery of actual and other damages suffered by VERITASPAY.

18. INTELLECTUAL PROPERTY RIGHTS

Any program and system that has been managed, rendered, and provided by VERITASPAY is understood to form part of the Intellectual Property and Copyright of VERITASPAY or have license and authority to use said intellectual properties. As such, MERCHANT shall not appropriate, use, and register for its own benefit the said; further, it shall not share, disclose, or be used externally by MERCHANT or by its authorized representatives outside the agreed terms of this Agreement, unless with the prior written consent of VERITASPAY.

19. FORCE MAJEURE

Both Parties shall be released from their respective obligations in the event of major incidents that disrupt work (e.g. terrorism, outbreak of diseases, etc.); prohibitive regulations or any other cause beyond the reasonable control of either Party. Provided, that the occurrence of the event renders it absolutely impossible for either Party to fulfill its obligation in a normal manner and the impossibility must be absolute, not partial, otherwise not force majeure. Further, the Party should be free from any participation in the aggravation of the injury to the other Party.

20. AMENDMENT

VERITASPAY reserves the right to amend or modify this Agreement upon notice to the MERCHANT. This Agreement and such other related documents amending the Agreement or as may be executed by the Parties contemporaneously herewith or subsequently pursuant hereto, constitute the entire Agreement of the Parties with respect to the subject matter hereof and supersedes any prior expressions of intent by or Agreement between the parties, oral or written, with respect to the same subject matter. Any amendments, revisions, or changes in this Agreement should be in writing and upon mutual agreement of both parties.

21. NOTICES

All notices, communications, correspondences hereunder shall be in writing, delivered by hand or by a courier service, delivered by electronic mail, or by registered mail with postage prepaid, registry return receipt requested, sent by one Party to the other at their respective addresses and assigns above indicated or such other addresses as may be furnished or informed by one to the other in writing. Notices, communications, correspondences may also be sent by one Party to the other at their respective fax numbers and email addresses designated by the Party to receive notices or communication.

Such notice, claim or demand shall be deemed given and received: (1) in the case of delivery by hand, when delivery by hand addressed to the applicable party; (2) in the case of delivery by standard courier, upon the date of delivery indicated in the records of such courier; (3) in case of registered mail, after seven ( 7) days from date of mailing; (4) in the case of facsimile, when received by the recipient in legible form and sender has received an electronic confirmation of receipt of the transmission, provided, however, that such transmission or confirmation is received by 5:00 pm on a business day, otherwise, such transmission shall be deemed to have been received on the next business day; and (5) in the case of email, when sent on or before 5:00 pm on a Banking Day, otherwise, transmission shall be deemed to have been given on the next Banking Day.

22. SEVERABILITY

If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal, or unenforceable, the remaining provisions contained herein shall not in any way be affected or impaired.

23. NON-WAIVER

The failure of any Party to insist upon strict performance of any of the terms, conditions, and covenants hereof shall not be deemed a relinquishment or waiver of such terms, conditions, or covenants granted to such Party, nor shall it be construed as a condonation of any subsequent breach or default of the terms, conditions, and covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect. The subsequent acceptance of fees by VERITASPAY shall not be deemed to be a waiver of any prior breach by MERCHANT of any term, covenant, or condition for this Agreement, regardless of VERITASPAY’s knowledge of such prior breach at the time of acceptance of such fee. No waiver by VERITASPAY of any of its rights under this Agreement shall be deemed to have been made unless expressed in writing and signed by VERITASPAY.

24. ADDITIONAL TERMS AND CONDITIONS

This Agreement shall be subject to the additional terms and conditions specified in Annexes attached herein, including VERITASPAY’s Terms of Use and Privacy Policy agreed and accepted by the MERCHANT. All the Annexes of this Agreement constitute integral parts hereof. To the extent that any of the terms or conditions contained in this Agreement may contradict or conflict with any of the terms or conditions in the VERITASPAY’s Terms of Use and Privacy Policy, it is expressly understood and agreed that the terms of this Agreement shall take precedence and supersede the VERITASPAY’s Terms of Use and Privacy Policy unless a more recent agreement shall provide otherwise.

25. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute the same Agreement. A Party may enter into the Agreement by signing and sending a counterpart copy to the other Party.

26. ENTIRE AGREEMENT

Both parties acknowledge that this Agreement constitutes the entire Agreement between them and shall completely supersede all other prior understanding, previous communications or contracts, oral or written, between the parties relating to the subject matter thereof.

27. COMMENCEMENT

The terms of this Agreement shall commence from the date of acknowledgment, execution, and signing by the Parties as set forth herein.

28. GOVERNING LAW

The Agreement shall be governed by and interpreted by the laws of the Republic of the Philippines.

29. DISPUTE RESOLUTION

Any and all disputes arising between the Parties concerning the validity, construction, or effect of this Agreement, or the rights and obligations created hereunder, shall be brought before a conciliation committee of executives representing both Parties that shall, in good faith and within fourteen (14) calendar days of being informed of the dispute, attempt to work a recommendation for settlement of the dispute and transmit such written recommendation to both Parties for due consideration.

30. VENUE OF ACTIONS

The Parties hereto covenant and agree that they will perform all obligations and undertakings in good faith and will not take or omit any action that will frustrate the spirit and underlying intent of this Agreement. The Parties shall exert all efforts reasonable under the circumstances to amicably settle any dispute on the interpretation or the implementation of any of the provisions of the Agreement. Each Party irrevocably submits to the jurisdiction of the courts in Pasig City to the exclusion of all other courts for the purpose of enforcing any right or obligation under or arising out of this Agreement

31. FAVORS AND GIFTS

The MERCHANT or any employee or person acting on behalf of the MERCHANT shall not, absolutely, offer or give, to any person any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to this Agreement, or for showing favor or disfavor to any person in relation to this Agreement or offers or gives any reward to any employees, officers, directors, or agents of VERITASPAY, regardless whether accepted or not.

CONFORME

By signing this form, I, the undersigned, hereby guarantee and warrant that: (i) the signatories herein are duly authorized by the entity which they represent; (ii) all information stated in this form and supporting documents are true and correct; (iii) I have read and understood the Terms of Use and Data Privacy herein and as found at (https://veritaspay.com/) and I shall strictly comply and abide by these terms and conditions; (iv) all information stated herein and supporting documents submitted are given by me voluntarily to facilitate the processing and evaluation of my application; (v) I authorize VERITASPAY to update any and all of the records using the information provided herein; (vi) I hereby authorize VERITASPAY and/or any person authorized by VERITASPAY to obtain relevant and pertinent personal information about myself and credit information from the acquiring partners, credit card companies, and other financial institutions in the course of evaluating my application; (vii) I authorize the release of such information from these companies in which my personal data and credit information are requested; (viii) I consent to VERITASPAY’s disclosure of information concerning myself or my subscription to the extent necessary and in accordance to my application; (vii) I authorize VERITASPAY to use and disclose to the acquiring partners all information contained in this application including the supporting documents submitted, as well as all information in connection with my subscription, my network/service usage and connections including data about the device/s I use to connect to VERITASPAY’s service, my payment history/behavior with respect to my subscription, and all information about myself, or the company in which I represent, from your advertisers and business partners, for purposes of facilitating my application for services which they offer, for product and service improvement being offered to me by VERITASPAY, for advertising new products and services being offered by VERITASPAY, for credit investigation and establishing my credit worthiness, and for improving customer experience; and (viii) I acknowledge (a) the regular submission of my basic credit information / Current Subject and Contract Data to the Credit Information Corporation and other regulatory bodies, as well as any updates or amendments thereof, and (b) the access to my Current Subject and Contract Data by other entities authorized by the Credit Information Corporation, and other credit reporting aAgencies accredited by the Credit Information Corporation, for the purpose of establishing my creditworthiness.

I hereby hold VeritasPay Philippines Inc. free and harmless from any claim, damage, liability, and/or suit that may arise as a result of any of its action or inaction in complying with the Agreement and abovementioned covenant.