Privacy Policy and Terms of Use

Policy Statement

VeritasPay Philippines Inc. (“VeritasPay” for brevity) is committed to protect personal data privacy of our merchants, vendors, and clients. In order to show our commitment, we are in the forefront of complying with the Data Privacy Act of 2012, its implementing rules and regulations, memorandum circulars, advisories and opinions. This will ensure that we align the collection, use, communication, disclosure, utilization, protection and disposal of your personal information in accordance with the laws.

Privacy Notice

Personal and Business Information

VeritasPay will gather the following information when you avail our services, interact with our authorized representatives and designated agents or when you electronically submit to us your inquiries:

> Your Full name;

> Date of birth;

> Contact details (Telephone number, email address, office, home and mobile contact numbers);

> Home and/ or business address;

> Employment and/ or business information:

> Educational background;

> Specimen signature;

> Face, photo, biometric scan or handwriting;

> Government issued identification and/ or proof of business registration;

> Financial and employment records (income, educational background, employment details); and

> Images via CCTV recording generated when you visit and enter our offices.

> Recordings from our customer support system.

Use

With your consent, the personal information gathered will be used for documentation and processing purposes within VeritasPay. Any information that needs to be shared to third party/ies, business partners or government agencies will be encrypted and filtered and used for a legitimate business purpose, to improve our product and services, to support our processes, to strengthen our internal risk protocols and to provide you with seamless service. Due diligence of Third party providers will be obtained and VeritasPay will ensure that they are also compliant with the Data Protection Act of 2012, its Implementing Rules and Regulations. Furthermore, the information will:

> Facilitate application and use of our products and services;

> Respond to feedback, queries, complaints, and request;

> Send billing and transactional documentation;

> Conduct profile analysis for purpose of product and service research and development;

> For risk management and fraud prevention;

> Troubleshooting and technical assistance; and

> In compliance to the following:

(a) Data Privacy Act of 2012, its implementing rules and regulations, memorandum circulars, advisories and opinions;

(b) Republic Act No. 9160 (Anti-Money Laundering Act of 2001, as amended (AMLA); and

(c) Any applicable local and international laws, rules and regulations;

Any transfer, access, amendment, erasure, storage, or processing of your personal data will only be done by VeritasPay with your consent.

Protection measures and retention

Only authorized VeritasPay personnel will have access to your personal and business information, the exchange of which may be facilitated through email and hard copy. This information will only be retained in our database if necessary and in order to fulfill a legitimate business purpose and may be disposed of and/ or anonymized as required by law.

User rights

You will be able to specify how you want us to handle your information and protect your privacy by informing us:

> Right to be informed: you have the right to be informed of the purpose, scope, and method on how your data will be processed;

> Right to object: you have the right to reject the processing of your data (e.g. marketing and advertising purposes);

> Right to access: you have the right to access the contents of your data;

> Right to rectification: you have the right to correct any error to your personal data; and

> Right to erasure or blocking: you have the right to have your personal data removed from our filing system and that of our outsourced third party, affiliates and subsidiaries;

Web Analytics

Like any other website that collects cookies, VeritasPay is using the information to improve website functionalities and provide you with a better browsing experience. The saved content, which can be automatically loaded, will provide our users with a faster and personalized experience.

The data generated by visiting our website is not shared to any other party and only non-identifiable web traffic data is analyzed, including: Your IP address; the search terms used, pages, links, web browser used, and the date/ time you visited our site.

Our website may have links to websites, social media platforms, and other third-party sites that also utilize cookies. Please be reminded that should you access this links through our website, it is beyond our control if any of the pages have harmful content.

Commitment

VeritasPay is committed in securing your personal information and assures that we adhere to a high standard of security and confidentiality in all our processes. We have adopted all reasonable physical and technical measures relevant to collecting personal information, and we have placed protocols to secure this information.

Updates

VeritasPay reserves the right to amend this Privacy Statement at any given time in order to comply with applicable laws, rules and regulations or changes in the structure of our business environment. It is recommended that you periodically review the Policy Statement for the latest information.

Contact Information

For questions, feedbacks and or concerns about this Privacy Policy, you may contact us at:

> 7th Floor SMB Prestige Bldg., 40 San Buenaventura St., Bagong Ilog, Pasig City, Metro Manila, Philippines

> (+632) 8633-8902

> Website: https://veritaspay.com/

> For general inquiries: info@veritaspay.com

> For data privacy matters: dpo@veritaspay.com

Attention:This document once acknowledged and signed off is considered as a binding contract. Please read the Terms and Condition thoroughly and carefully before accessing our application, back office and services. This Agreement governs your relationship with Veritas Pay Philippines Inc. and you are asked to accept our terms and condition and may use the services available on the condition that you accept all of the terms and conditions contained therein.

Terms of Use

I. About VeritasPay

Thank you for your interest in VERITAS PAY PHILIPPINES INC. (“VeritasPay”) kindly read, understand and agree to our Terms and Conditions in order to gain access to our Merchant Back Office (“Back office”).

Veritas Pay Philippines Inc. (“VeritasPay”, “We”, “Us”, “Our”, “Ours”) is a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines and registered before the Securities and Exchange Commission.

VeritasPay are a software development company in the payment industry, focusing on the development of safe, secure, and certified mobile POS and e-commerce solutions.

Please read these terms and condition (“Agreement”) carefully, as they are a binding agreement between VeritasPay and you as Merchant (“Merchant”, “You”, “Yours”).

By checking the box in our online registration page or signing a paper copy of our Agreement, you are indicating your acceptance the Terms and Conditions set forth in this document, thus you agree to be bound by this Agreement. If you are accepting on behalf of a legal entity, then you warrant that you are the authorized representative and can legally bind such entity.

If you do not accept this Agreement, you may not use or access our Back Office.

II. Our Service

VeritasPay is a financial technology institution which will offer “Payment Facilitation Services” to its Merchants. This means that through the Payment Facilitation Services of VeritasPay the Merchant will have the ability to accept credit card, 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 list of services as indicated in our website https://veritaspay.com/, proposal or agreements. Our services provide our Merchant with the connectivity required to allow real-time secure data transmission for credit card, debit card or other mode of payment though POS or their website for Online Payment Solutions.

III. Definition of Terms

a. Banking Day – shall mean 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 for purposes of this Agreement notwithstanding any declaration to the contrary.

b. Confidential Information - shall be defined as follows:

> These are information: whether oral or written, commercial, financial, or technical, and any other information: including all trade secrets, financial, confidential, personal information, sensitive personal information or proprietary information in whatever form together with analyses, compilations, data, studies, reports or other documents, software, programs, system, intellectual property prepared by either the payor-VeritasPay or the Payee-Merchant, Union Bank, the client through their respective employees, officers, directors, agents or representative (collectively referred to herein as “Representatives”) and furnished and provided to the other party.

> It shall further include such information that may originate or be derived from, or in connection with, such information or which contain or reflect or are based in whole or in part upon such information.

> For this purpose, information disclosed or received by either party is hereby expressly classified as privileged communication and shall be subject to the corresponding restrictions hereinafter agreed upon.

c. Data Subjects – any Party or Parties in this Agreement that will disclose personal information or sensitive personal information to another.

d. Merchant – shall mean any business establishment contracted by VeritasPay to honor Cards and BancNet Cards as payment on credit of Merchant’s goods and/or services.

e. Parties – shall mean VeritasPay and Merchant including their respective successors-in-interest and permitted assigns.

f. PCI DSS - means Payment Card Industry Data Security Standard.

g. PCI Standards – means an applicable set of standards of the PCI Security Standards Council, the extent to which these must be followed are stipulated by the Scheme Rules;

h. Settlement - shall refer 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.

i. Settlement Period – is the periodicity on which Merchant Settlement is performed.

j. 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.

Note: Other Terms may be found in the Face to Face Payment Solutions and Online Payment Solutions – Merchant Agreement which shall form part of this Terms and Condition.

IV. Use of Third-Party Services

By using VeritasPay application, website or services, you may come across different products, services, and promotions provided by third parties. If you decide to use these third-party services without our knowledge or consent, you do so at your own risk, and VeritasPay shall not be responsible if your information becomes associated, accessed or breached by another system and becomes known to a third party as a result of your use and access of other third-party services outside our services. VeritasPay disclaims any liability or damages that may arise by Your use of third-party services.

V. Onboarding Requirements

You are solely responsible for deciding whether the services offered on the agreement, application and website are suitable to your needs. You are exclusively responsible for the information you input to our program and/or website and you represent and warrant that you have the authorization to input all information.

If you represent a business entity, you warrant that:

> You have the authority to acknowledge, act and sign for the entity;

> You are authorized to access the services, application, back office and website on behalf of that business entity;

We may ask for your company information, personal information and sensitive personal information such as your name, email address, and company details subject to our Data Privacy Statement and Policy as indicated at https://veritaspay.com/privacy.aspx and your prior consent.

We will also ask for the information on your business, including but not limited to your business’s legal name, registered address, and your business website, and you warrant that all the information that you provide at the time of your application must be accurate and complete.

Additional documents or information may be required (when necessary) and We have the right to reject your application or to later close your account with Us in such case any information You provided Us is inaccurate, invalid, incomplete or illegal. You also guarantee to maintain and promptly update Your information when required.

You also authorize Us to obtain information about You and Your business from third parties, such government administrative bodies to verify the authenticity of your business.

Your right to use VeritasPay is only upon and in accordance with the procedures as described in these Terms and Condition, and by submitting the required data about You and the legal business entity You represent.

VeritasPay may reject or later suspend or terminate our agreement without notice. Furthermore, we may refuse Your access to Our service if we determine that Your data or information are inaccurate, invalid, incomplete or illegal.

VI. Applicable Terms

The use of Our Terms of Use is subject to the terms and conditions in its entirety.

By consenting to VeritasPay’s Terms and Condition You agree to be bound by the stipulations indicated herein together with the other Agreement to be signed and acknowledged separately (e.g. Privacy Policy, Face to Face Solutions - Merchant Agreement, Online Payment Solutions - Merchant Agreement, and others) and shall be understood to be part of the Agreement in its entirety although separately acknowledged, accepted and signed.

Any personal information and sensitive personal information submitted to Us shall be processed only upon Our receipt of Your consent and as governed by our Data Privacy Statement and Policy. Furthermore, our Data Privacy Statement and Policy can be found in our website at veritaspay.com/customersupport/legal. By signing this Terms and Condition, You consent and acknowledge the privacy statement indicated in herein.

That the use of the VeritasPay application and service is for the Payment Facilitation business.

VII. Data Privacy Statement

a. That the Parties and its Authorized Representatives will ensure to abide and protect VeritasPay’s data subjects and any personal information, sensitive personal information, privileged information, trade secrets, intellectual properties, software, systems and other processes that they may encounter in performance of the Services pursuant to the data privacy and security measures set by the industry standards, generally accepted international principles in relation to data privacy, the Data Protection Act of 2012, its implementing rules and regulations, circulars, advisories, opinions and other analogous laws.

b. That this clause shall be applied in relation to paragraph III (b).

c. That a Party shall hold VeritasPay free and harmless for any data privacy breach that has been done with gross negligence and evident bad faith by a Party.

VIII. Confidentiality

a. That any Party or Parties that are privy to this Agreement and in relation to paragraph III (b) on Confidentiality is understood to keep any oral or written, commercial, financial, or technical, and any other information: including all trade secrets, financial, confidential, personal information, sensitive personal information or proprietary information in whatever form together with analyses, compilations, data, studies, reports or other documents, software, programs, system, intellectual property prepared by either the payor-VeritasPay or the Payee-Merchant, Union Bank, the client through their respective employees, officers, directors, agents or representative (collectively referred to herein as “Representatives”) and furnished and provided to the other party as privileged.

b. That any breach of this confidentiality clause will allow Us to exercise an injunctive relief and sought reparation for pecuniary damages.

c. That in addition to paragraph VIII (b) We may cause Termination of the Agreement and Service due to any breach of this section.

IX. Intellectual Property Rights Provision

That any program and system that has been managed, rendered and realized by VeritasPay is understood to form part of the Intellectual Property and Copyright of VeritasPay and shall not be shared or used externally by any Party, Parties, or by its authorized representatives.

X. Anti-Money Laundering

VeritasPay shall observe the provisions of the Anti-Money Laundering Act of 2001 and shall adequately observe its Anti-Money Laundering Policy, The Terrorism Prevention and Suppression Act of 2012, Philippine Banking Laws and the memorandum, circular and issuances of the Banko Sentral ng Pilipinas and that the Generally Accepted International Laws and Principles are observed.

XI. Payment Policy

That any payment policy shall be in accordance with a separate contract entitled, Face to Face Payment Solutions - Merchant Agreement or Online Payment Solutions – Merchant Agreement which shall form part of the entire Agreement.
That any rules as to the settlement periods shall be in accordance with Bank practice and in the ordinary and regular course of business.

XII. Disputes

Any refunds (in relation to the refund section in herein Agreement), frauds and disputes shall be lodged by You writing and it must adhere to the Face to Face Payment Solutions or Online Payment Solutions or other similar document as the case maybe.

XIII. Security Policy

a. We have implemented technical and organizational measures designed to secure any confidential information from any accidental loss, unauthorized use or access or improper disclosure.

b. VeritasPay shall implement security measures in its system and incorporate the required platform to deter any data or information security breach by applying the following:

i. Transport Layer Security (“TLS”) technology;

ii. Real-time firewall;

iii.Payment Card Industry - Data Security Standards (“PCI-DSS”);

iv. Data Privacy Act of 2012 and its IRR; and

v. Anti-Money Laundering Policy.

XIV. Disclaimer

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

XV. Amendment

Any amendment, modification, interpretation or waiver of any of the provisions of this Agreement shall only be effective upon written notice and acknowledgement by the Parties within thirty (30) calendar days and in writing though an acceptable medium.

XVI. Severability

a. If any provisions or any portions of this Agreement is declared by competent authority as invalid, or for any reason it becomes illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement that are considered to be lawful, valid and enforceable and such valid provisions shall survive for purposes of giving effect to the Terms and Condition Our Payment Facilitation Service.

b. The invalid, illegal or unenforceable portion of the Agreement shall merely be construed as though such invalid, illegal or unenforceable provision(s) has never been made, in which case the remaining valid portion of this Agreement shall survive based on the original terms, tenor and intent.

XVII. Effect of Breach

a. The Parties acknowledge that any breach of their respective obligations under this Agreement may cause damage to the other party. Accordingly, in addition to other remedies available to a party under applicable laws and exclusive of an action for the recovery of damages, the party who suffered damages or who is likely to suffer damages may seek injunctive relief against such breach or threatened breach.

b. That by partaking, utilizing, and signing this Agreement, VeritasPay, Merchant and its authorized Representatives hereby acknowledge and agree to indemnify and save harmless VeritasPay its agents, officers, management, data protection officer and employees from and against all data, privacy breach, confidentiality breach, or other forms of damages in the regular course of business which arise directly from their action in connection with the Payment Facility and back office transactions and services.

XVIII. Settlement

a. Merchant can receive a settlement on their designated settlement account subject to Our approval. We will settle the same amount as invoiced for the purchase at check-out for E-commerce or as invoiced in case of Face to Face Solution, less the settlement fee as stated and agreed in the Face to Face Solutions - Merchant Agreement or Online Payment Solutions - Merchant Agreement Fee Schedule. Additional fees may also be charged based on the expenses incurred by Us. These additional fees and changes in settlement period will be disclosed to You in advance.

b. VeritasPay shall not be held liable for any delay or losses incurred as a result of improperly reported or designated settlement account. We are not responsible for any action taken by the financial institution holding your settlement account that may result in some or all the funds not being credited to your account or not being made available to you in your account.

c. If We need to conduct an investigation related to Your use of our services, We reserve the right to suspend, delay or defer payouts to your settlement account should We determine it is necessary to do so or if required by law.

d. In relation to settlement of accounts You agree to be bound by the Philippine banking laws and the mandate of the Banko Sentral ng Pilipinas. You further agree to be bound to the requirements of the National Internal Revenue Code, as amended and shall ensure compliance to the revenue memorandum circulars and various issuances of the Bureau of Internal Revenue.

XIX. Settlement Dispute

Any settlement dispute raised shall be in accordance with the main provisions and Annexes in the Face to Face Solutions - Merchant Agreement or Online Payment Solutions - Merchant Agreement.

XX. Refunds

VeritasPay shall not be responsible for any Merchant refund policies. Merchant must establish their 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 Your refund policy, the Our refund policy shall prevail.

XXI. Term

The Term of Service shall commence from the date of acknowledgement, execution and signing by the Parties of the Terms and Conditions set forth herein.

XXII. Suspension and Termination of Service

a. VeritasPay may change or discontinue the availability of the service and at any time without any prior notice. VeritasPay, for any valid reasons, reserves the right to disable, block or deactivate Your processing capabilities, to suspend, or terminate your access to any of our services effective immediately. In the event of any termination, you will immediately cease and will not make use of any of the VeritasPay services.

b. Any customer complaints that was routed to Us regarding a purchase made to you will be forwarded for your resolution. We reserve the right to terminate your account if we receive excessive complaints coming from your customers.

c. In the event that the agreement has been terminated, you agree to be continuously bound by the terms stipulated in the Merchant Service Agreement – and its Annexes, and you agree that we shall not be liable to you or any third party for the termination of access to the services. You acknowledge that we may retain certain information pertaining to your account and your use of the services.

XXIII. Indemnification

You will indemnify and hold VeritasPay harmless from any claim or demand, including but not limited to legal disputes made by any third party due to or arising out of Your breach to these terms, Your improper use of our services or your breach of any law or the rights of a third party. In addition, We can charge fees to you for any liabilities you owe to Us or loss suffered by Us as a result of Your breach of these terms.

XXIV. Notice

All notice shall be delivered physically by personal service or sent by registered mail with return receipt.

That a notice sent by a Party though an electronic email with e-signature is deemed as sufficient notice for purposes of this section.

That such notice shall only take effect after the lapse of thirty (30) calendar days upon receipt of the other Party of such notice.

XXV. Governing Law

These Terms of Service shall be governed by the laws of the Republic of the Philippines, unless the choice of laws or conflicts of law principles.

XXVI. Venue

In case of action the venue shall be in the exclusive jurisdiction of the Pasig City Court to the exclusion of all other courts, jurisdictions and tribunals.

XXVII. No Warranties

a. 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 Your use of the services is at your own risk.

b. We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by the merchants or of a third party through the services or through our website, and We will not be a party to nor monitor any interactions between You and third-party providers of products or services.

This Agreement is between the Parties, Merchant, and VeritasPay. All transactions shall be binding only with the Parties and their authorized representatives privy to this Agreement or Terms of Use.

The Parties agree, consent and acknowledge to the provisions on the aforesaid Terms of Use or by their authorized representatives on the date and time captured by our system. For purposes of acceptance of this this Terms of Use VeritasPay shall adhere to A.M. No. 01-7-01-SC or the Rules on Electronic Evidence, R.A. No. 8792 or the E-Commerce law, and R.A. No. 10173 or the Data Privacy Act of 2012 and it’s Implementing Rules and Regulations on consent.

Contact Information

If you have any questions or uncertainties regarding our Terms and Conditions, as well as the claims or the provisions of our use of services, you may contact us at support@veritaspay.com.

For general inquiries you may contact us though info@veritaspay.com.

For data privacy matters you may contact our data protection officer at DPO@veritaspay.com.