The following terms and conditions is only a template and subject to changes depending upon the agreement of the parties.
WHEREAS, the terms “PAYMAYA” refers to PAYMAYA PHILIPPINES, INC.
WHEREAS, PAYMAYA is a corporation licensed to engage in the business of issuance/creation of PAYMAYA Account and acquiring MERCHANTS to accept payments through various channels like Card, QR Code and WeChat Pay transactions;
WHEREAS, the MERCHANT has agreed with PAYMAYA to honor every Cards and/or every payment made through QR Code and WeChat Pay acceptance, in relation to the purchase by Cardholders of MERCHANT’s goods and/or services under the terms and conditions hereinafter stipulated;
NOW THEREFORE, for and in consideration of the foregoing premises and the covenants and stipulations set forth below, PAYMAYA and the MERCHANT hereby agree as follows;
DEFINITION OF TERMS
Account Holder – refers to an individual to whom the PAYMAYA Card/account is issued and whose name appears on the signed client application form, as may be applicable. Refers also to the Principal Account Holder.
Agreement – this Agreement together with its annexes and the other documents specifically stated and identified as its integral parts, including but not limited to, the Client Application Form and Terms and Conditions.
Business Day – shall mean any day excluding Saturdays, Sundays, days declared in the Philippines as public holidays and days declared by the Bankers Association of the Philippines as a holiday.
Card – shall mean an unexpired or a valid credit, debit or prepaid card issued by a member of Card Network / Card Schemes
Cardholder – shall refer to an individual whose name is imprinted/embossed on the Card and whose signature appears on the signature panel of the Card.
Card Networks / Card Schemes – are payment networks (e.g. Visa, Mastercard, JCB, etc.) linked to payment cards, such as debit or credit cards, of which a bank or any other eligible financial institution can become a member.
Charge Slip – shall mean the forms supplied or approved by PAYMAYA for the purpose of consummating sales or credits to be charged or credited to the account of the Cardholder on the basis of the Credit Card properly honored by the MERCHANT pursuant to the terms hereof. This is used whenever the transaction is processed manually.
Customer – shall mean a person or organization that purchases goods or services from a MERCHANT.
E-commerce Transaction – shall mean the electronic means by which payment transactions are processed. This is a transaction processed over electronic systems such as but not limited to, the Internet, mobile phone applications, and other computer networks. This transaction method does not require the Cardholder to physically present the Card to the MERCHANT for validation.
Face-to-face Transaction – refers to payment transactions made by the Cardholder, through presentation of a Card/or through mobile phone using QR Code/WeChat where PAYMAYA/WeChat Account is linked that is presented to the MERCHANT as payment for goods and/or services.
Force Majeure – any event that is (a) beyond the control of any party and (b) directly affects the performance of the obligations under this Agreement which shall include, but not be limited to: earthquakes, floods, typhoons, epidemics, war, rebellion, insurgency, riots invasion of the Philippines by another country, strikes, lockouts or other forms of work stoppage, government restriction, and order of competent court.
Issuing Bank – means a customer of any card network that issues a credit, debit or prepaid account. An Issuing Bank also means a principal debit licensee and an affiliate debit licensee of a Card Network.
Marks – The names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks, including but not limited to the Card Brands Mark and/or its affiliates or subsidiaries own, manage, license, or otherwise control and make available for use by PAYMAYA and other authorized MERCHANTS. A “Mark” means any one of the Marks.
Merchant – refers to the business establishment accredited by PAYMAYA to accept QR Code, WeChat Pay transactions or Credit/Debit Cards as mode of payment for such business establishment’s sale of goods and/or services. It shall also refer to its stockholders, officers, managers, employees and agents.
Merchant Accreditation – refers to the step wherein the MERCHANT and PAYMAYA will enter into a formal AGREEMENT signed by the authorized representatives of both parties. Refers also to the step taken by PAYMAYA to verify the authenticity and eligibility of the MERCHANT to become an accredited MERCHANT of PAYMAYA.
Merchant Discount Rate or MDR – refers to the fee charged by PAYMAYA for every transaction as a percentage of the ticket amount.
Merchant Operating Manual or MOM – the operating guidelines to be provided by PAYMAYA to MERCHANTS.
Merchant Settlement Account – refers to the PAYMAYA merchant account assigned to the MERCHANT wherein the payment transactions made via PAYMAYA are credited prior to being transferred to MERCHANT’s Settlement Account less the Merchant Discount Rate. Merchant shall follow the terms of service stipulated in this link https://paymaya.com/terms-and-condition/
Mobile Payment – refers to a payment transaction using PAYMAYA ACCOUNT. The ACCOUNT HOLDER uses his/her mobile phone to transact payment.
On-Site Review, Network Scan – a compliance/regulatory requirement where PAYMAYA is required to visit merchant outlet and perform Approved Scanning Vendors (ASV) scans depending on the existing or impending risk.
PAYMAYA APP/PAYMAYA WEB PORTAL - mobile application owned and serviced by PAYMAYA, that serves as the interface between the Account Holder and his/her PayMaya Account.
PAYMAYA ACCOUNT – refers to an electronic wallet account that stores Philippine Peso (Php) value in the PayMaya Philippines, Inc. system which may be linked to the Account Holder’s mobile phone and which may or may not be evidenced by a physical Card.
Payment Gateway System or System – refers to the platform that processes Credit /Debit Card Transactions over the World Wide Web.
Payment Card Transaction - means a legitimate transaction of payment or settlement between the Merchant and the Cardholder performed in whole or in part via electronic communication through the Internet and to be settled by a Card by way of Sale Transaction.
Point-of-Sale or POS – refers to the device or terminal provided by PAYMAYA used to accept and process card payments
QR Code – a quick response code issued by PayMaya/WeChat to a Merchant, wherein if used, would refer to the payment details of the Merchant.
QR Payment – is a service of PAYMAYA/WeChat wherein an Account Holder may pay any availed product or serviced through the scanning of the Merchant’s assigned QR Code through their PAYMAYA/WeChat App.
Settlement – refers to the electronic process of transferring funds for sales and credits between the MERCHANT and PAYMAYA.
Short Messaging Services (SMS) – refers to a communication protocol allowing the interchange of short text messages between mobile telephone devices.
Standards – means The Amended and Restated Certificate of Incorporation, Bylaws, Rules, and Policies, and the operating regulations and procedures of the Card Network, including but not limited to any manuals, guides or bulletins, as may be amended from time to time.
Transaction Draft – shall mean the drafts generated by the MERCHANT as proof of consummation of a sales transaction done via mobile and e-commerce channels through the use of Credit Card.
Warning Bulletin – a notification issued by Visa, MasterCard, JCB or by any other Issuing Bank, which lists the Credit Card as “not to be accepted for Card Transactions".
WeChat Account – refers to a WeChat account opened and maintained by an individual and subject to the terms and conditons set by WeChat with regard to use of the app and its feaures including WeChat Pay
WeChat Pay – a payment feature integrated in the WeChat app
- MERCHANT IDENTIFICATION AND RESPONSIBILITY FOR TRANSACTIONS. MERCHANT shall prominently and unequivocally inform the Cardholder or Account Holder of the identity of the MERCHANT at all points of interaction. MERCHANT website or physical store shall:
- Prominently display the Trade or Business name of the MERCHANT, at the option of the Merchant;
- Prominently identify the Trade or Business name of the MERCHANT as displayed on the website or physical store as both the MERCHANT and as the name that will appear on the Cardholder statement or PAYMAYA Application; and
- Display the MERCHANT information as prominently as any other information depicted on the website, other than images of the products or services being offered for sale. MERCHANT must ensure that the Cardholder or Account Holder understands that the MERCHANT is responsible for the transaction, including delivery of the products or provision of the services that are the subject of the Card, QR code and WeChat Pay transaction, and for customer service and dispute resolution, all in accordance with the terms applicable for acceptance.
- PROHIBITED PRACTICES. The MERCHANT shall not engage in any of the prohibited practices set forth in this Section 2:
- MERCHANT shall not engage in any acceptance practice that discriminates against or discourages the use of a Card or QR code in favor of any other mode of payment acceptance.
- MERCHANT shall not directly or indirectly require any Cardholder or Account Holder to pay a surcharge or any Merchant Discount Rate (MDR) or any contemporaneous finance charge in connection with a Card or QR code transaction. A MERCHANT may provide a discount to its customers for cash payments. A MERCHANT is permitted to charge a fee (such as a bona fide commission, postage, expedited service or convenience fees, and the like) if the fee is imposed on all like transactions regardless of the form of payment used, or as PAYMAYA has expressly permitted in writing. (A surcharge is any fee charged in connection with a Card or QR code transaction that is not charged if another payment method is used.)
- MERCHANT shall not require, or indicate that it requires, a minimum or maximum Card or QR code transaction amount to accept a valid and properly presented Credit Card, PayMaya and WeChat Account.
- MERCHANT shall not submit for payment into the Interchange System, and PAYMAYA shall not accept from a MERCHANT for submission into the Interchange System, any Card or QR Transaction that:
- Represents the refinancing or transfer of an existing Cardholder or Account Holder obligation that is deemed to be uncollectible, or
- Arises from the dishonor of a Cardholder’s personal check
- To avoid double payment, MERCHANT shall not accept any payment from a Customer in any other form (for example, cash or check) with respect to a charge for products or services reflected on a Charge Slip resulting from the use of a Card or QR. A MERCHANT also shall not accept a Card or QR as payment for products or services for which the MERCHANT has received or expects to receive payment in any other form, whether from the Customer or a third party. A disputed Card Transaction involving payment by other means may be eligible for chargeback under message reason code 4834 (Duplicate Processing). MERCHANT shall observe all applicable procedures on chargeback in the MOM.
- MERCHANT shall not submit for payment into the Interchange System any transaction that is illegal, or in the sole discretion of the Card Network, may damage the goodwill of the Card Network or reflect negatively on the Marks. The following activities are considered to be in violation of this Section 2.f.
- The sale or offer of sale of a product or service other than in full compliance with law then applicable to PAYMAYA, Issuing Bank, Merchant, Cardholder, Cards, or the Card Network.
- The sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of nonconsensual sexual behavior, sexual exploitation of a minor, nonconsensual mutilation of a person or body part, and bestiality), or any other material that the Card Network deems unacceptable to sell in connection with a Mark.
- RESTRICTED SERVICE. The following products or services that constitute, relate to or are ancillary to, in whole or in part are not allowed and are defined by PAYMAYA as “Restricted Service”:
- Pornographic or illicit material or activities of any type;
- Escort services;
- Gambling operations, including “virtual casinos”;
- Firearms, ammunitions, and explosives;
- MERCHANT engages in “receipt of payment in advance” operation module;
- Pyramid selling or multi-levels commission earning structure, that are prohibited under the law or regulation;
- Goods, products, services or distributions prohibited by applicable law or under the rules, regulations or directive of the Card Network; or
- Goods, products, services or distributions of any class or type, whether or not similar to those specified above, which are designated from time to time by PAYMAYA (in its sole discretion) as being subject to this definition and notice thereof being given to the MERCHANT, provided that no such designation or notice is required for any particular Sales to be subject to this definition.
- MODE OF ACCEPTING PAYMENTS.
- Upon the effectivity of this Agreement and during the term hereof, the MERCHANT shall honor all valid Cards, PAYMAYA and WeChat Accounts without discrimination when properly presented for payment. A MERCHANT shall maintain a policy that does not discriminate among customers seeking to make purchases with a Card or other modes of payment allowed in this Agreement. The MERCHANT shall observe all security measures, whether or not prescribed by PAYMAYA in respect of the acceptance of any Credit Card for payment of any Card Transaction.
- The MERCHANT shall not complete the transaction if:
- the account number is listed on a current Warning Bulletin;
- the Card is expired or is not yet valid; or
- the Card can only be used in a country other than the Philippines; or
- the Card is mutilated, defaced or bears any marking(s) of alteration in embossing or signature; or
- PAYMAYA has advised to decline the Card after authorization checking;
- MERCHANT shall allow the ACCOUNT HOLDER to purchase goods and/or services thru mobile payment, QR Payment, POS Terminals, and/or through the PayMaya gateway services.
- The selling price of any goods and/or services sold/rendered by the MERCHANT to the ACCOUNT HOLDER shall be the regular selling price or cost to cash customers without adding any percentage surcharge and without requiring the ACCOUNT HOLDER to pay the whole or any part of the surcharge. However, with respect to "sales" or "special offers" wherein price of merchandise and/or service is reduced from the original price, MERCHANT has the discretion to sell at the original price instead of "special offer" price for purchases made on any mode of payment listed above. All modes of accepting payments may be utilized to pay for the full or part of the selling price, provided that, in case of the latter, the balance of the selling price shall be paid in cash or in such other form as may be acceptable to MERCHANT.
- MERCHANT shall at all times be responsible for the accuracy and correctness of any information contained in the printed receipt (if applicable). MERCHANT hereby renders PAYMAYA free and harmless from any liability, claim or dispute which may arise in connection with such printed receipt.
- MERCHANT shall implement PAYMAYA-prescribed processes in the conduct of their business to prevent and identify money laundering activities. MERCHANT shall notify PAYMAYA within fifteen (15) days of occurrence and remedies put in place within the same time. Failure to notify PAYMAYA within the period given shall permit PAYMAYA to freeze payments to the MERCHANT’s PAYMAYA ACCOUNT/MERCHANT SETTLEMENT ACCOUNT, and/or terminate this AGREEMENT without notice.
- MERCHANT shall be fully liable for damages incurred due to any fraudulent activity committed by the MERCHANT or any of its officers, agents or employees.
DISPUTES OF AUTHORIZED TRANSACTIONS
- The MERCHANT shall obtain manual authorization and authorization codes from the authorization center of PAYMAYA before completing a Card Transaction if:
- The amount of charge or a series of charges incurred on a Card in a single day exceeds the published Floor Limit;
- The MERCHANT wishes to delay presentment;
- The MERCHANT believes the Card may be counterfeit or stolen or lost;
- There are suspicious circumstances surrounding the presentation or proposed transaction; or
- Any of the following conditions apply under face-to- face transactions:
- The Merchant’s mobile POS Terminal is unable to read the magnetic stripe or the chip (if one is present) on the Card.
- The Card cannot be imprinted on the Transaction receipt because of a malfunction, although the Card is present and embossed.
- The Card account number is listed in the applicable Warning Bulletin, as issued by Card Schemes.
- The MERCHANT is aware that an authorization code obtained is not a guarantee that the transaction is legitimate, or card presented is authentic. An authorization code only technically validates data written on the magnetic stripe of the Card against Issuing Bank’s data file.
Transactions are authorized and conclusive between the MERCHANT and Account Holder, when either one or all of the following conditions are met;
- For Card Transaction:
- The Account Holder’s signature appears on is affixed on the sales slip for POS transactions;
- Online transactions that are 3DS authenticated.
- Transactions authenticated by customer through chip and PIN since all PayMaya terminals are EMV capable;
- For QR Transaction:
- The password/PIN is successfully keyed-in for e-commerce, electronic and/or cellular phone-based transactions;
- SMS is sent from the Account Holder’s Mobile Phone;
- When the Account Holder has successfully unlocked his/her PayMaya/WeChat Account for internet transactions;
- Once a user is authenticated and logged-in to the PayMaya App, WeChat App, Web Portal, or Platform, or accessed through an accredited Third Party platform or channel; this shall be sufficient evidence that any and all activity has been made and validated, and cannot be disputed by the Account Holder nor the MERCHANT. In above cases, the reference number in the SMS confirmation shall be the Account Holder’s proof of payment but not considered an issuance of a receipt in accordance with the Bureau of Internal Revenue requirement.
- Any dispute on the purchase or service rendered shall be settled between the Account Holder and the MERCHANT without the involvement of PayMaya. Should the MERCHANT and Account Holder agree on a refund, the MERCHANT through its authorized representative shall contact PayMaya Business and provide the necessary details for PAYMAYA to check the transaction and make the necessary steps for the refund.
- TRANSACTION HANDLING.
- Credit Card supported by a Transaction Draft for both e- commerce and mobile transactions or a Charge Slip for manual transactions shall be accomplished and generated strictly in accordance with the Merchant Operating Manual provided by PAYMAYA to the MERCHANT.
- MERCHANT represents and warrants that all Transaction Drafts or Charge Slips to be submitted to and accepted by PAYMAYA:
- Represent bona fide sales of merchandise and/or services in the usual course of business for the total price;
- Are not/will not be defective, illegal, or otherwise impair the validity or enforceability of collection thereof from the Cardholder or Account Holder who made the transaction; and
- Shall consistently be for the full amount of the transaction and shall not be processed in parts constituting “split sale” unless the transaction is covered under the conditions stated in Section 6.d. ii; and
- Shall be issued in accordance and in compliance with the provisions of this Terms and Conditions.
- MERCHANT assumes full responsibility for any goods and/or services returned and/or questioned by the Cardholder or Account Holder as well as for the accuracy and correctness of any data or information appearing on the Transaction Draft or Charge Slip. MERCHANT agrees to indemnify and hold PAYMAYA free and harmless from any claims relating to any Transaction Draft or Charge Slip or as may be made by way of defense, offset, counterclaim or affirmative action by the Cardholder or Account Holder.
- MERCHANT shall not complete the transaction when only part of the amount due is indicated on the Transaction Draft or Charge Slip except under the following circumstances:
- When the balance of the amount of sales is paid by the Cardholder or Account Holder in cash, check or other Credit Card at the time of the transaction.
- In a delivery transaction or where goods/services are to be delivered or performed at a later date and where one Transaction Draft or Charge Slip represents the “deposit” “initial payment” or “down payment” and another represents the “balance” or “final payment” the Transaction Draft or Charge Slip for the “balance” or “final payment” shall not be presented to PAYMAYA until the goods are delivered or services performed completely and accepted by the Cardholder or Account Holder. Separate approval is required for “deposit” and “balance” drafts or slips. Approval on the “deposit” transaction does not guarantee subsequent approval of the “balance” nor shall it bind or obligate PAYMAYA to, thereafter, authorize the “balance” Transaction Draft or Charge Slip.
- MERCHANT shall give the original copy of the establishment’s sales/commercial invoice or receipt directly to the Cardholder or Account Holder at the time of the purchase for Face to Face Transactions, or via the email address nominated by the Cardholder for E-commerce Transactions, together with the Cardholder or Account holder’s copy of the Transaction draft or Charge Slip or upon receipt of the Cardholder of the purchased item.
- TRANSACTION DRAFT/CHARGE SLIP. In case of E-commerce Transactions, Transaction Drafts will be provided to the Cardholder via e-mail. MERCHANT is required to maintain copy of the Transaction Draft for twelve (12) months. In case of dispute, MERCHANT should present its copy to PAYMAYA once requested within fifteen (15) business days from the date of such request. Failure to present said copy will result to an outright chargeback. However, MERCHANT operating twenty-four (24) hours a day / seven (7) days a week (“24/7”) shall settle the day’s transaction at the end of each transaction date or at the designated cut- off time and send it to PAYMAYA immediately. In case of Card Transactions with respect to which authorization and authorization codes were manually obtained in accordance with this Agreement, all Charge Slips relating to such Card Transactions effected with the MERCHANT during each day shall be submitted to PAYMAYA together with the Merchant Payment File duly approved by PAYMAYA containing the information indicated below, on or before the fifth (5th) day following the Card Transaction date, viz:
- Merchant name and address
- Merchant Code
- Actual number of attached Transaction Drafts or Charge slips
- Total Gross sales
- Discount rate and amount of discount
- Applicable government tax
- Net amount payable to MERCHANT
- Signature of the MERCHANT personnel who accomplished the Merchant Payment File
Sending of Charge Slips shall be in accordance with the instructions of PAYMAYA.
- SUBMISSION OF TRANSACTIONS. MERCHANTS should comply with the requirements for submitting Card or QR Transactions to PAYMAYA set forth in this Section:
- MERCHANT must submit to PAYMAYA records of valid Card or QR Transactions only between the MERCHANT and a bona fide Cardholder or Account Holder.
- For transactions where payment has transpired before the actual delivery of the goods or services. MERCHANT must submit records of valid Card or QR Transactions to PAYMAYA no later than three (3) business days after the Card Transaction date, except:
- The record must not be presented until after the products are shipped or the services are performed unless, at the time of the Card Transaction, the Cardholder agrees to a properly disclosed delayed delivery of the products or services.
- MERCHANT shall keep a record of purchases and keep custody of the transaction receipt/s and/or invoices for a period of twenty-four (24) months from date of purchase and agree to cooperate with PAYMAYA in allowing PAYMAYA’s personnel or authorized representative to examine these records and/or provide photocopies and information that PAYMAYA may need to conduct and resolve customer service or risk control activities.
- When the MERCHANT receives Cardholder authorization for a delayed presentment (in which case the words “Delayed Presentment” must be noted on the charge slip).
- When the MERCHANT is obligated by law to retain the charge slip or return it to a buyer upon timely cancellation, in which case the MERCHANT should present the record within ten (10) business days after the Card Transaction date.
- For mobile POS, when the MERCHANT has multiple locations and uses a central facility to accumulate and present records to PAYMAYA, in which event the MERCHANT must present the record in accordance with applicable law and, in any event, within thirty (30) calendar days of the Card Transaction date.
- FEES. Merchant shall pay to PAYMAYA such fees as set out in the term sheet or proposal previously approved by Merchant in respect of the services provided by PAYMAYA.
- SETTLEMENT OF PAYMENTS.
- PAYMAYA shall settle to the Merchant and may opt to choose via the following options;
- PAYMAYA account;
- MERCHANT’s bank account (with a bank recognized by PAYMAYA)
- PAYMAYA shall, during the term of this Agreement, pay the MERCHANT at such time/s determined by PAYMAYA according to the prevailing practice, the total amount of the Card Transactions or QR Payments processed by the MERCHANT which have been submitted less of:
PAYMAYA shall not be responsible for the withholding and remittance of applicable taxes to the Bureau of Internal Revenue on the income payment to the merchant.
- the Merchant Discount Rate on all Card, QR and WeChat Pay transactions;
- the government taxes;
- the aggregate refunds or rebates granted to Cardholders and Account Holders, if applicable; and
- all other amounts payable or due to PAYMAYA under this Agreement or otherwise.
- All payments made to MERCHANTS shall be made available to PAYMAYA account, check or credited to the MERCHANT’s account thru banks nominated by PAYMAYA. For crediting to the MERCHANT’s account with banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT.
- All approval codes given to the MERCHANT do not guarantee outright payment, there may be instance/s of fraud and/or disputes that may preclude such payment. If the MERCHANT does not raise any objection to the amount of payment by PAYMAYA within thirty (30) days after the date Merchant receives the check or credits the MERCHANT’s account, the MERCHANT shall be deemed to have accepted such amount as correct. Provided that nothing in this Section shall preclude PAYMAYA from correcting any error or discrepancy in such amount paid.
- It is the responsibility of the MERCHANT to settle or capture the transactions in a timely manner since authorizations have a validity period. In cases where the MERCHANT has a late settlement or non-settlement within the validity period, PAYMAYA reserves the right to forfeit settlement.
- Subject to proof to the contrary, any payment by PAYMAYA under this Agreement, whether or not the MERCHANT has complied with all its obligations under this Agreement, shall be made without prejudice to any claims, rights or remedies that PAYMAYA may have against the MERCHANT, and shall not constitute any admission or acknowledgement by PAYMAYA that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.
- Notwithstanding any provision of this Agreement to the contrary or any authorization given in relation to such Card Transaction, PAYMAYA shall be entitled, without giving any reason, to refuse payment to the MERCHANT of all or part of any amount of any Card Transaction less the discount and less applicable taxes, in case of any of the following events (each a Chargeback Event) occurs:
- The Cardholder disputes the nature, quality, use or fitness of the goods sold and/or services entered under the Card Transaction, or alleges that the MERCHANT has breached the terms of the contract of sale or service entered into between the MERCHANT and the Cardholder or any representation or warranty made by the MERCHANT to the Cardholder;
- The Cardholder disputes or denies that the Card Transaction was effected by him or the contract of sale or service with the MERCHANT was entered into by him or delivery of the goods sold and/or performance of the services rendered under the Card Transaction was received by him;
- PAYMAYA shall refer to the MERCHANT all transaction/s disputed by the Cardholder and MERCHANT undertakes to resolve the dispute with the Cardholder within fifteen (15) business days upon receipt of advice from PAYMAYA. Disputed transaction/s which the MERCHANT has failed to resolve within the aforestated period shall be automatically be subject to chargeback.
- The contract of sale or service entered into between the MERCHANT and the Cardholder in relation to the goods and/or services rendered under the Card Transaction is void or voidable at law or the use of the Credit Card or the performance of any person’s obligations under such contract of sale or service involves any illegal or unlawful act;
- Payment in relation to the Card Transaction has been mistakenly or wrongly made by PAYMAYA or the Cardholder to the MERCHANT;
- No authorization and/or authorization code numbers were sought by and/or granted to the MERCHANT for the Card Transaction as required under this Agreement;
- The Credit Card used for the Card Transaction is not a valid Credit Card and/or has been listed in any Warning Bulletin;
- The Cardholder alleges that the Transaction Draft or Charge Slips has been drawn or altered without his consent or authority;
- The Transaction Draft/Charge Slips is not signed by the Cardholder or any part of it is illegible;
- The copy of any Transaction Draft/Charge Slips or any document required to be signed by the Cardholder in relation to any Card Transaction presented to PAYMAYA or retained by the MERCHANT is not identical to the copy of the same as given to the Cardholder;
- The MERCHANT does not furnish PAYMAYA the original copy of the Transaction Draft/Charge Slip or a clear reproduction, invoice or other document or record relating to the Card Transaction forthwith upon request of PAYMAYA;
- The MERCHANT does not comply with any of its obligations or the requirements under this Agreement in relation to any Card Transaction or any security measures or guidelines relating to this Agreement issued by PAYMAYA;
- There has been a breach by the MERCHANT of any of its obligations under this Agreement not specified herein, or of any other Agreement entered into between the MERCHANT and PAYMAYA or non-payment or non- performance of any other obligation owed by the MERCHANT to PAYMAYA, whether or not related to this Agreement;
- The MERCHANT processed the same Card Transaction more than once; or
- The occurrence of fraud and other events determined by Card Network or any other Issuing Bank and notified by PAYMAYA as a Chargeback Event.
- If any of the foregoing Chargeback Events occur, PAYMAYA has the right not to accept the transactions and chargeback such to the MERCHANT via a notice to the MERCHANT of such chargeback (“Chargeback Advice”).
- The amount corresponding to the chargeback ("Chargeback Amount") shall first be applied by PAYMAYA against the future billings of the MERCHANT. If no sum or payment is due to the MERCHANT that will allow PAYMAYA to deduct/set-off the Chargeback Amount, PAYMAYA shall seek reimbursement from the MERCHANT of the Chargeback Amount, upon which the MERCHANT shall reimburse PAYMAYA immediately upon receipt of written demand. If despite receipt of such demand, MERCHANT fails to reimburse PAYMAYA within three (3) banking days from receipt of written demand, MERCHANT hereby expressly authorizes PAYMAYA to deduct the Chargeback Amount due without the need of demand or of any further act or deed, against any money, securities and things of value which are now or may hereinafter be in the possession of PAYMAYA or any of its parent, subsidiaries and affiliates.
- PAYMAYA shall also enjoy and exercise preferential lien on the stocks, inventories, properties, bank accounts and all other forms of monetary deposits and investments of the MERCHANT. Accordingly, upon failure of the MERCHANT to reimburse PAYMAYA for any duly paid Transaction Draft or Sales Slip, whether arising from a Chargeback Advice or such other amount due to PAYMAYA under this Agreement, PAYMAYA is fully authorized and empowered by the MERCHANT as its attorney-in-fact to take possession of the MERCHANT's stock inventories and properties, to forthwith sell the same at public auction or private sale, and to apply the proceeds thereof in payment of the MERCHANT's unpaid obligations and expenses of sale; Provided, however, that any excess shall be turned over to the MERCHANT.
- FRAUDULENT TRANSACTIONS AND COUNTERFEIT CARDS
- Where the MERCHANT receives a Credit/Debit Card which it believes or suspects may be counterfeit or stolen or otherwise belong to a person other than the purporting to be the Cardholder, the MERCHANT shall, without at any time informing the Cardholder or the purported Cardholder or arousing suspicion, immediately inform PAYMAYA by calling PAYMAYA Authorization and Fraud Department at the telephone numbers notified to the MERCHANT by PAYMAYA for such purpose and comply with the instructions given by PAYMAYA.
- In the event that the MERCHANT is instructed to retain a Credit/Debit Card for any reason, the MERCHANT shall exert its best effort to do the same as discreetly as possible. The MERCHANT shall, at PAYMAYA’s request furnish to PAYMAYA full particulars of the circumstances surrounding the retention of such Credit/Debit Card. In the event that the MERCHANT is unable to retain a Credit/Debit Card, the MERCHANT shall exert reasonable efforts to furnish PAYMAYA with the following information: Name of Cardholder, Card Account Number and Card Expiry date of the Card.
- The MERCHANT shall not process a Card Transaction that it knows or ought to have known to be fraudulent or not authorized by the Cardholder nor present for payment any record in respect of any such transaction. The MERCHANT shall be responsible for the action of its employees while acting in its employ and within the scope of their duties, or of its agents while acting in its behalf.
- Nothing in this Section or any instructions given to the MERCHANT under this Merchant Terms and Conditions shall be taken to imply that the MERCHANT is authorized by PAYMAYA to breach the peace or injure any person or property, or make any defamatory statements or act illegally or unlawfully in any way, and PAYMAYA shall not be liable for any such deed, act or conduct on the part of the MERCHANT, its employees and its representatives.
- The approval codes given to the MERCHANT through PAYMAYA’s call center does not guarantee that it will be paid. In case fraudulent transactions are found to be consummated in the Mobile POS terminal of the MERCHANT or through any other means, PAYMAYA may opt to suspend the operation of the Mobile POS Terminal pending further investigation.
- FRAUD DETECTION AND INVESTIGATION Each Party undertakes to provide complete support and assistance to the other Party in detecting, investigating and preventing any offence that may be committed, or has been committed under this Agreement, by any person against PayMaya and/ or the Merchant.
Should any Prohibited Practices or Restricted Service, Fraudulent Transactions, Counterfeit Cards, Chargebacks and/or similar incidents be performed by the Merchant, client or third party (“Suspected Activity”), the incident may be the subject of an investigation, at the option of PAYMAYA.
Where PAYMAYA suspects involvement of the MERCHANT and/ or its representatives in the Suspected Activity:
- PAYMAYA may investigate the matter by appointing an Investigating Officer and entrusting him with necessary powers;
- The Investigating Officer may investigate the records of the MERCHANT relating to transactions of the Customers of PAYMAYA and require any information or clarification from the MERCHANT or its Representatives;
- PAYMAYA shall have the right to require and/or ask for help of any government or outside agency in investigating frauds;
- PAYMAYA may suspend all or any of its activities at the MERCHANT’s Premises/website, till the matter under investigation is resolved to the satisfaction of PAYMAYA. In order to avoid any doubt the Parties agrees that all payments due to the MERCHANT shall be suspended until the matter under investigation is resolved.
- The MERCHANT, upon request by PAYMAYA or the Investigating Officer, shall provide all information, documents and other materials to PAYMAYA or to the Investigating Officer pertaining to any Suspected Activity relating to transactions of the Customers of PAYMAYA without undue delay;
- Where the Investigating Officer proves that the MERCHANT and/ or its representatives are involved in any offense committed against PAYMAYA, PAYMAYA shall have the right to take all or any of the following actions against the MERCHANT notwithstanding anything contained in this Agreement:
- To cancel the any payment that may be due by PAYMAYA to the MERCHANT;
- To demand the refund of the Total Cash Payment deposited with the MERCHANT or to set off such Total Cash Payment with any monies payable by PAYMAYA to the MERCHANT as per the terms of this Agreement. In addition to the above, PAYMAYA also reserves the specific right to set off, in the event of - (a) requirement of the MERCHANT, to refund the client’s payment, (b) the Goods to be delivered to the Customer has not been delivered, (c) the purchase or payment stands to be cancelled;
- To claim and recover the entire amount of loss, damages, legal costs and expenses incurred by PAYMAYA because of such offence or involvement of the MERCHANT and/ or its Representatives in such offence.
- To terminate this Agreement with the MERCHANT without forthwith any notice; and
- To take legal action against the MERCHANT, including criminal proceedings, as provided under Revised Penal Code and other applicable laws and regulations.
- INSTALLMENT TRANSACTIONS. MERCHANT may be allowed to honor Credit Cards for the purchase of goods and/or services under installment subject however to the prior written approval and/or accreditation by PAYMAYA. Upon such approval, MERCHANT shall be bound by the rules governing installment as specified herein which may be modified and amended by PAYMAYA from time to time, to wit:
- MERCHANT shall observe all the standard procedures for card acceptance, completion of Payment Card Transaction and Settlement as provided under this Agreement. MERCHANT shall likewise observe all the applicable procedures on installment in the MOM.
- MERCHANT has the option to avail of the following installment programs that it deems preferable for its business: regular rate installment, reduced rate installment, zero percent (0%) interest installment and deferred installment. The mechanics, procedures and rates for these programs shall be provided by PAYMAYA to the MERCHANT. PAYMAYA reserves the right to change the rate on installment upon prior written noticed to the MERCHANT.
- The minimum transaction for installment is P3,000.00 or such other amount as may be notified in writing by PAYMAYA to the MERCHANT.
- by PAYMAYA to the MERCHANT. MERCHANT shall acquire prior authorization from PAYMAYA for the amount being charged to the Credit Card. In requesting authorization for installment, MERCHANT shall provide PAYMAYA with the following minimum information: Cardholder Name, Card Account Number, Merchant Code, Price of the item or service, Payment Terms selected by the Cardholder, Applicable Rate to be used and the Monthly Amortization to be paid by the Cardholder.
- As a rule, an installment shall be done online. MERCHANT shall strictly follow the procedures governing installments contained in the MOM. If, however, the Mobile POS terminal is unavailable, installment transactions shall be done via the manual mode, where the MERCHANT shall call PAYMAYA and request for the Authorization specifically for installment, PAYMAYA may modify the approval process and the approving authority from time to time, as may be notified to MERCHANT.
- The foregoing conditions shall govern only to installment and shall not apply to regular purchases not made on installment basis.
- All other terms and conditions in this Agreement, including but not limited to the provisions on Chargebacks, Fraudulent Transactions and Counterfeit Cards which are not inconsistent with this provision on Installment Transactions shall remain in full force and effect.
- COMPLIANCE WITH RULES AND REGULATIONS
- MERCHANT unconditionally agrees and warrants to PAYMAYA that the MERCHANT shall maintain continuous compliance, in all respect, with Visa International, MasterCard International, JCB International, any other card brand to be added in the future and Payment Card Industry's Data Security Standard's (PCI DSS) rules and regulations on internet / e- commerce including but not limited to transaction processing and merchant affiliation.
- In the event MERCHANT is required by or, even in the absence of an express requirement is required in relation to, or arising from, or as consequence of a mandate of the Bangko Sentral ng Pilipinas (BSP) or any other concerned government office, or card brands to undergo On-Site Review, Network Scan or any activity related to compliance with rules and regulations, MERCHANT agrees and undertakes to oblige MERCHANT to comply with requirement and comply within the specified time frame provided by the BSP or related government office or card brands. Any costs or expenses, fees, taxes, assessments of whatever kind and nature, which may be required or incurred for the On-Site Review, Network Scan and all other related activities and requirements including the review conducted for or by the MERCHANT and its network and site shall be for the sole account of and paid for by MERCHANT, provided that such On-Site Review, Network Scan and all other related activities and requirements were not brought about by PAYMAYA - related services or requests.
- MERCHANT further agrees to be bound by and to comply with the Procedures and Guidelines for Card Payment Transaction Processing.
- Internet Website/Authentication Protocols
MERCHANT shall ensure that its Internet Website contains and clearly state for Cardholders’ knowledge, the following information at the minimum (which information is in accordance with card brands rules and regulations as imposed by Visa, MasterCard, and other card networks, as the case may be):
- Complete description of goods and services (Make, Voltage requirements, product brand, measurement, weight, clothing size, etc.);
- Customer service contact information including: email addresses, telephone numbers, business addresses (including country code, toll- free and non-toll-free numbers, facsimile numbers, etc.);
- Country of domicile and applicable transaction currency;
- Comprehensive Return and Refund Policy;
- Comprehensive Cancellation Policy;
- Comprehensive Delivery Policy;
- Address of MERCHANT where it is officially registered and located;
- Statement on Security Controls;
- Privacy Statement;
- Marketing email message policy; and
- Such other information as may be required by PAYMAYA, the laws, rules and regulations.
- MERCHANT shall ensure that the Payment Page and the Internet Website comply with the following e-Commerce authentication protocols as mandated by Visa International, MasterCard International, JCB International and other card brands
- Verified-By-Visa ® (3D Secure ®) for all Visa Transactions,
- MasterCard Secure Code ® for all MasterCard transactions,
- J/Secure™ for all JCB Transactions and such other E-Commerce authentication protocols and standards as may be prescribed by other Card brands (collectively, “Authentication Protocols and Standards”) and/or PAYMAYA.
- SECURITY DEPOSIT
- MERCHANT agrees to provide a Security Deposit at the time this Agreement is executed. The Security Deposit shall be maintained in a bank account in the name of PAYMAYA and under the sole control of PAYMAYA.
- The Security Deposit shall serve as the guarantee in respect of all Chargebacks and/or Refunds that occur in relation to transactions effected during the term of this Agreement.
- PAYMAYA shall require Security Deposits from all Merchants with Merchant Category Codes and/or business activities classified as Restricted merchants under the Card Brand Restricted Merchant List
- PAYMAYA deposit requirement will be at least 10% of the merchant’s projected monthly processing volume, which may increase depending on actual monthly processing volume, chargeback volumes, fraud incidents, reversal to sales ration and other risks.
- PAYMAYA must have collected the merchant’s deposit requirements prior to processing any live/production transactions.
- The hold duration of PAYMAYA's Delayed Settlement Arrangement of the merchant’s entire settlement batch may be for 3 days, 5 days, 7 days or more at a time depending on the risks inherent to the merchant’s business. This hold duration must be established and agreed upon prior to processing any live/production transactions.
- USE OF PAYMAYA DEVICE. MERCHANT shall take care of any of PAYMAYA’s hardware or device and materials deployed by PAYMAYA, including but not limited to card terminal, smartphone, feature phone, router, sim card, consumables like thermal paper rolls and other similar devices, peripherals & accessories related to the acceptance solution, to the best of its ability and shall be liable for any damage or loss thereof as a result of negligence, misuse or abuse, acts of nature, theft, robbery, or fire. The cost of PAYMAYA’s hardware or device and materials or damage thereto will be borne by the MERCHANT. The MERCHANT shall submit a written report as to the incident of loss details of its findings within seven (7) days from the date of loss.
- PASSWORD MANAGEMENT. It is the responsibility of the MERCHANT to securely keep their PIN and/or Password. Any fraudulent activity of the MERCHANT and/or its agents, employees, officers, and authorized representatives such as but not limited to unauthorized sale, void and settlement, that brought about financial losses to the MERCHANT is its sole responsibility.
- CUSTOMIZED & VALUE-ADDED SERVICES. Should there be customized solutions required by the MERCHANT, PAYMAYA has the right to charge the merchant based on the services rendered
- USE OF MERCHANT’S NAME. PAYMAYA, without need of consent from the MERCHANT, may include the MERCHANT’s name, address and telephone numbers in PAYMAYA’s Merchants Directory or include the MERCHANT’s name in promotional materials produced in connection with the acceptance of QR code, MasterCard, Visa, JCB and other card networks.
- DISPLAYING CARD NETWORK SYMBOLS AND NAMES. The MERCHANT will prominently display the MasterCard, Visa, JCB and other Card Network symbols and names as well as marketing/promotional materials provided by PAYMAYA to inform the public that Credit Cards will be honored and accepted at the MERCHANT’s place(s) of business. The MERCHANT’s right to use or display MasterCard, Visa, JCB and other Card Network symbols and names shall continue only so long as the MERCHANT Agreement remains in effect or until the MERCHANT is notified by Card Network that the MERCHANT must cease such usage or display.
- Any use of the Mark by a MERCHANT in acceptance advertising, acceptance decals, or signs, must be in accordance with the Standards, as may be in effect from time to time.
- MERCHANT must display the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks
- MERCHANT must prominently display the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks at the point of interaction to indicate that the MERCHANT accepts Card/QR transactions. No other Mark or mark may be used for this purpose.
- Mark should not appear on the website of a supplier to a MERCHANT or of any other entity that is not itself a MERCHANT, such as, by way of example and not limitation, an entity that is contracted by the MERCHANT to deliver the products or provide the services that are subject of the Transaction.
- The WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks must be clearly visible to the public at the point of interaction. The preferred location to post the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks at a physical point of interaction is the entrance, nearby window or door of the Merchant or location, and on the first screen of an electronic point of interaction. Where it is not possible to post signage at the entrance of the Merchant or location, posting the WeChat, MasterCard, Visa JCB and other Card Network Acceptance Marks so that it can easily and readily be seen within the location will satisfy the requirement. Where it is not possible to post the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks on the first screen of an electronic point of interaction, posting the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks on the payment screen will satisfy the requirement.
- MERCHANT Advertising and Point of Purchase Materials. A MERCHANT may use the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks in material or images at the physical or electronic point of interaction to indicate acceptance. Other acceptance marks, symbols, logos, or combinations thereof may appear in the same material or image with WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks, if no other acceptance mark, symbol, or logo is more prominent or likely to cause confusion concerning the acceptance of Cards.
- WE CHAT PAY TRANSACTIONS. The following shall be applicable for WeChat Pay transactions: (a) MERCHANT is required to keep properly the original receipts and relevant transaction record for at least sixty (60) months or five (5) years from transaction date; (b) In case of dispute, MERCHANT should present its copy to PAYMAYA once requested within three (3) business days from the date of such request. Failure to present said copy will result to an outright chargeback; (c) MERCHANT is given 90 calendar days from date of transaction to process refunds. Submission within the given period however, does not guarantee the MERCHANT’s processing of said refund or absolution from liabilities or losses. PAYMAYA shall not be liable for any damage caused to the MERCHANT as a result of non compliance with the terms and conditions as stipulated by the brands/schemes; (d) MERCHANT shall use the PAYMAYA’s POS within scope of the agreement. MERCHANT shall not transfer, lease, lend, mortgage, pledge, lien or in any other way dispose of PAYMAYA’s POS. MERCHANT shall not transfer the PAYMAYA’s POS arbitrarily or move it to other places of business or exchange between different frontliners or cashiers, otherwise, MERCHANT shall shoulder any and all losses and liabilities arising from such activities; (e) Ownership of the PAYMAYA’s POS will remain with the PAYMAYA and/or its appointed vendor, service provider, or third-party; (f) MERCHANT shall take care of the PAYMAYA’s POS to the best of its ability and shall be liable for any damage incurred by the PAYMAYA’s POS as a result of negligence, misuse or abuse, acts of nature, theft, robbery, or fire. Under such case, the cost of the PAYMAYA’s POS will be borne by the MERCHANT; and (g) All terms and conditions in this Agreement shall also apply to the Wechat brand acceptance, displays, use of logos and all other intellectual properties.
- REVIEW. The MERCHANT acknowledges that PAYMAYA has the right to conduct a regular review and evaluation of the over-all performance of MERCHANT’s obligations under this Agreement. Should PAYMAYA determine, based on such criteria and conditions as it deems appropriate, that the MERCHANT has failed to satisfactorily comply with its obligations hereunder, PAYMAYA shall have the option to terminate this Agreement.
- LOYALTY/PROMOTIONAL PROGRAM. The MERCHANT hereby agrees to participate in loyalty/promotional programs which may be developed and implemented by PAYMAYA, without cost or expense to the MERCHANT. The MERCHANT may however develop and implement its own loyalty/promotional program at its own cost and expense, subject to PAYMAYA’s prior written consent PAYMAYA shall not be liable in case of failure of MERCHANT to fulfill MERCHANT’S obligations under its own loyalty/promotional program and hold PAYMAYA free and harmless from any liability and claims from its customers/clients/sub-merchants and any third party.
- REMOVAL AND CESSATION OF BUSINESS. The MERCHANT shall inform PAYMAYA of any removal of outlets or offices and its cessation of business in writing at least thirty (30) days prior to the effective date of the said removal of outlets or offices or of cessation of business. In case of such removal of outlets or cessation of business, PAYMAYA hereby reserves the right to terminate this Agreement in accordance with Effectivity/Termination clause hereof.
- The MERCHANT will not, without prior written consent of the relevant Cardholder, use or disclose information on Cardholder or his/her transactions howsoever obtained and in whatsoever form the information shall take, to any third party (other than the MERCHANT’s agents for the sole purpose of assisting the MERCHANT to complete or enforce the transactions and the MERCHANT’s insurers and professional advisers) unless such disclosure is compelled by law.
- The MERCHANT will not, without the prior written consent of PAYMAYA use or disclose information howsoever obtained and in whatsoever form on the business of PAYMAYA or the System or this Agreement, to any third party (other than to the MERCHANT’s agents for the purpose of assisting the MERCHANT to complete or enforce the transactions and the MERCHANT’s insurers and professional Advisers) unless such disclosure is required by law.
- Upon prior notice, the MERCHANT, it agrees to allow PAYMAYA, through its authorized representative/s, auditor (internal or external) as well as examiners of the BSP, to disclose any information of the MERCHANT, visit and enter the premises of the MERCHANT at reasonable times and subject to the MERCHANT’s security measures, to inspect its records, finances, properties and operations. Auditors shall be allowed access to information regarding the outsourced service or activity which they need to fulfill their responsibilities. BSP shall be allowed access to the operations of the MERCHANT in order to review the same in relation to the service or activity.
- DISCLOSURE. The MERCHANT hereby authorizes PAYMAYA to disclose any information relating to the MERCHANT’s account or the conduct thereof, and the MERCHANT’s particulars and affairs (financial or otherwise) to any party, including but not limited to any person, Card Network, bank, financial institution and related companies to obtain such information from any such party.
- DATA PRIVACY. Whenever applicable, in performing its obligations under the Agreement, PARTIES shall, at all times, comply with the provisions of Republic Act No. 10173 or “the Data Privacy Act of 2012,” its implementing rules and regulations, and all other laws and government issuances which are now or will be promulgated relating to data privacy and the protection of personal information. PARTIES, its officers, employees, agents, and representatives, shall, among others:
- Process personal data only upon the documented instructions of the Merchant, including transfers of personal data to another country or an international organization, unless such transfer is authorized by law;
- Implement measures and systems such as clear written guidelines and training modules for its employees, agents, and representatives, that will enable data subjects to exercise any and all of their rights under the Data Privacy Act of 2012;
- Implement such measures and systems that will allow data subjects to exercise their right to object or withhold consent to further processing as provided under the Data Privacy Act of 2012;
- Implement such measures and systems that will allow data subjects to exercise their right to access under the Data Privacy Act of 2012;
- Maintain proper records, and provide the PAYMAYA access to such records, as will allow the Merchant to comply with the exercise by data subjects of their right to access under the Data Privacy Act of 2012;
- Ensure that data subjects will be able to exercise their right to rectification, modification, or blocking of data under the Data Privacy Act of 2012;
- Determine the appropriate level of security measures, subject to, and in conjunction with, that of the Merchant, taking into account the nature of the personal information to be protected, the risks represented by the processing, the size of the organization and complexity of its operations, current data privacy best practices, and cost of security implementation;
- Implement security measures for data protection (i.e., generally, the physical, organization, and technical security measures prescribed by the Data Privacy Act and its implementing rules and regulations), including policies for evaluation, monitoring, and review of operations and security risks. These measures may include clear written guidelines, training modules for its employees, agents, and representatives, and audit measures in relation to the (1) collection, processing, maintenance, and deletion/disposal of personal data and records; and (2) the sharing of these information, especially on the specific persons to whom the information may be given access. Such measures shall aim to maintain the availability, integrity, and confidentiality of personal data, and prevent negligent, unlawful, or fraudulent processing, access, and other interference, use, disclosure, alteration, loss, and destruction of personal data;
- Implement reasonable and appropriate organizational, physical, and technical measures intended for the protection of personal information against any accidental or unlawful destruction, alteration, and disclosure, as well as against any other unlawful processing, or for such other purposes as may be required under the Data Privacy Act of 2012 or any other applicable law or regulation;
- Implement reasonable and appropriate measures to protect personal information against natural dangers such as accidental loss or destruction, and human dangers such as unlawful access, fraudulent misuse, unlawful destruction, alteration, and contamination;
- Ensure that its employees, agents, and representatives who are involved in the processing of personal information operate and hold personal information under strict confidentiality. This obligation shall continue even after their transfer to another position or upon termination of their employment or contractual relations;
- Not to engage another processor without prior instruction from the Merchant: Provided, that any such arrangement shall ensure that the same obligations for data protection under this document are implemented, taking into account the nature of the processing;
- In case of data breach, promptly notify the Merchant within twenty- four (24) hours or earlier from the time of discovery, to enable the Merchant to notify the National Privacy Commission and the affected data subject within the period prescribed under the Data Privacy Act of 2012, when sensitive personal information that may, under the circumstances, be used to enable identity fraud are reasonably believed to have been acquired by an unauthorized person, and the Merchant, PAYMAYA, or the National Privacy Commission believes that such unauthorized acquisition is likely to give rise to a real risk of serious harm to any data subject;
- Promptly inform the other Party if, in its opinion, any instructions of a Party violates, or may be construed to violate, any provision of the Data Privacy Act of 2012 or any other issuance of the National Privacy Commission;
- Assist the Parties in ensuring compliance with the Data Privacy Act of 2012, its implementing rules and regulations, other relevant laws, and other issuances of the National Privacy Commission, taking into account the nature of processing and the information available to PAYMAYA;
- At the choice of the Merchant, delete, destroy, or return all personal data to the former after the end of the provision of services relating to the processing: Provided, that this includes deleting or destroying existing copies unless storage is authorized by the Data Privacy Act of 2012 or another law;
- Make available to the Parties all information necessary to demonstrate compliance with the obligations laid down in the Data Privacy Act of 2012, and allow for and contribute to audits, including inspections, conducted by the Merchant or another auditor mandated by the latter; and
- Include all the foregoing in the privacy and security policy of the PARTIES.
The PARTIES shall have the right to test and monitor compliance by the other PARTY with the aforementioned data privacy laws, administrative orders, and government issuances, and the provisions of this paragraph. PARTIES agree to immediately correct or introduce improvements to its system should the results show failure by the other Party to comply with the requirements of this paragraph, without prejudice to other remedies available to the Merchant under the Agreement.
- SECURITY RULES. MERCHANT must not sell, purchase, provide, exchange or in any manner disclose Card account number, Card Transaction, or personal information of or about a Cardholder to anyone other than PAYMAYA, to Card Network, or in response to a valid government demand. This prohibition applies to Card imprints, charge slips, carbon copies, mailing lists, tapes, database files, soft copy of transactions either in printed form or otherwise and all other media created or obtained as a result of a Card Transaction.
- LIMITATION OF LIABILITIES
Disclaimer of Warranties
- PAYMAYA shall not be under any liability to the MERCHANT or any MERCHANT’s customers where the matter concerns the inaccuracy or invalidity of any point of sale authorization communicated by PAYMAYA in connection with these services except for PAYMAYA’s gross negligence and willful default and the MERCHANT shall indemnify PAYMAYA for any claims arising therefrom.
- Except as expressly provided to the contrary in this Agreement, all items, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the System are excluded. Without limiting the generality of the preceding statement, PAYMAYA shall not be under any liability to the MERCHANT in any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Equipment or as a result of failure or error in the Equipment, the programmes, the data or the System.
- The MERCHANT agrees to indemnify, defend and hold harmless PAYMAYA, its subsidiaries and affiliates, and their directors, officers, employees and agents, from and against any loss, damage, liability, costs and expenses, including reasonable attorney’s fees (collectively, “Losses’), arising out of or based on:
- breach of, or failure to perform, any obligation of MERCHANT contained in this Agreement,
- the gross negligence or willful misconduct of the MERCHANT, or
- errors incurred by or judgments/decisions made by the MERCHANT such as in the release of goods despite (a) the Mobile POS terminal, does not display a message of approval or (b) the Mobile POS terminal displays a message other than “APPROVED”.
- The MERCHANT may be penalized by PAYMAYA equivalent to the amount of damage or cost incurred or penalty paid arising from the MERCHANT’s action as listed in the preceding section or from failure to comply with any provision of this Agreement as well as other agreements with PAYMAYA.
- PAYMAYA agrees to indemnify, defend and hold harmless the MERCHANT, its subsidiaries and affiliates, and their directors, officers, employees and agents, from and against any Losses arising out of or based on (a) breach of, or failure to perform, any obligation of PAYMAYA contained in this Agreement, or (b) the gross negligence or willful misconduct of PAYMAYA.
- In no event shall PAYMAYA and the MERCHANT be liable, in the absence of gross negligence and willful misconduct, for any indirect, special, incidental or consequential damages under this Agreement, including, without limitation, loss of profits, revenue, data or use, even if PAYMAYA and/or the MERCHANT have been advised of the possibility of such damages.
- PAYMAYA’s liability for damages under this Agreement shall not exceed the amount of the total Merchant Discount Rates paid by MERCHANT to PAYMAYA during the last twelve (12) months from the occurrence of the event that caused the damage.
- TAXATION. All fees paid/payable to PAYMAYA by MERCHANT under this Agreement shall be payable in cleared funds in the agreed currency on the due date of such amounts inclusive of all applicable Philippine taxes.
PAYMAYA shall pay the MERCHANT the full amount in the Merchant Payment File generated by the System, net of the Merchant Discount Rate as agreed in the Merchant Agreement Enrollment Form.
In the event that MERCHANT will be required to withhold tax and remit the same to tax authorities, MERCHANT can reimburse an expanded tax of 2% of the total Merchant Discount Rate from PAYMAYA provided that MERCHANT shall first provide PAYMAYA with a copy of the basis or proof of the MERCHANT’S obligation to withhold tax. Thereafter, the MERCHANT shall furnish PAYMAYA with the corresponding Certificate of Tax Withheld not later than twenty (20) days after the end of each quarter.
- PAYMAYA will have the right to close/disable/deactivate Merchant’s account for a period of six (6) months or more ("Inactivity Period") due to the following reasons (a) merchant account has not accepted payments via PAYMAYA (b) no integration performed (c) merchant account was not migrated to Test and Production.
- PAYMAYA serves the right to unilaterally terminate this Agreement without prior notice to the MERCHANT and without giving the reason, in case the MERCHANT, as solely determined by PAYMAYA, has committed acts prejudicial to the interest of PAYMAYA or if any of the terms and conditions contained herein is violated or when PAYMAYA, at its sole discretion, deems necessary for reasons including, but not limited to, fraud or counterfeit Card Transactions, excessive Chargeback or if the MERCHANT has breached the fraud threshold imposed by PAYMAYA or MasterCard, Visa, JCB International and other card networks.
- In the event that the MERCHANT shall decide to dispose of or discontinue its business, PAYMAYA shall be given at least sixty (60) days prior written notice, provided that, the MERCHANT have presented all completed transactions to PAYMAYA's representative at the time of termination. However, payment for all such items received will only be made to the MERCHANT after payment thereof has been received by PAYMAYA. Where any refund claimed by PAYMAYA exceeds the amount due the MERCHANT, the difference thereof shall be a debt due from the MERCHANT to PAYMAYA and be forthwith recoverable by action.
- In the event that the MERCHANT has not accepted payments via PayMaya, PayMaya shall have the right to disable/close/deactivate its merchant account ID.
- In the event of termination, the MERCHANT shall return to PAYMAYA all materials pertaining to the PAYMAYA program, including but not limited to PAYMAYA mobile POS terminal (which shall be in good working order and condition), Transaction Draft, Proprietary applications and information residing in mobile phones, computers, POS and all other related devices and paraphernalia, Charge Slips and Merchant Payment File and promotional materials and shall remove all decals and signs from the premises immediately.
- PAYMAYA will have the right to close/disable/deactivate Merchant's account for a period of six (6) months or more ("Inactivity Period") due to the following reasons (a) merchant account has not accepted payments from PayMaya (b) no integration performed (c) merchant account were not migrated to Test and Production.
- This Agreement shall remain in force from signing hereof and for one year thereafter, and shall automatically renew, unless previously and terminated by either party for any reason provided notice in writing shall be sent to other party sixty (60) days prior to the effectivity of such termination.
- NOTICES. All notices or communication under this Agreement shall be in writing and shall be delivered personally or transmitted by registered mail, postage prepaid, facsimile or e-mail as indicated on this form.
All notices shall be deemed duly given on the date of receipt, if personally delivered or e-mailed; the date fifteen (15) days after posting, if mailed; or receipt of transmission, if by facsimile. Either party may change its address for purposes hereof giving notice to the other party. In exceptional cases, PAYMAYA may send notices, communications, correspondences via email sent to email address provided by the MERCHANT.
- AMENDMENTS. PAYMAYA, upon prior written notice may at any time and for whatsoever reason it may deem proper amend, revise or modify this Agreement. Any such amendments shall bind the MERCHANT unless the MERCHANT objects thereto by manifesting his intention to terminate this Agreement in writing within thirty (30) days from notice of amendments. Failure to notify PAYMAYA of MERCHANT’s intention to terminate this Agreement as provided in this Clause shall be construed as acceptance by the MERCHANT of the amendments to this Agreement.
- SEVERABILITY CLAUSE. If any provision of this Agreement, or the application thereof to any party hereto, is held illegal, null, void, unenforceable or otherwise invalid by any law, decree, ordinance or judicial or administrative decision, such holding shall not affect the other provisions of this Agreement which can be given effect without the invalid provision and to this end the parties agree that the provisions of this Agreement are and shall be severable, provided that if such invalidation affects any other provision deemed essential by any party to the satisfactory performance of this Agreement then, upon written notice being given by such party to the other Party, the parties shall promptly negotiate in good faith to the end that this Agreement may be amended in such manner as may be deemed necessary to make it fair and equitable to both parties.
- FORCE MAJEURE. Either Party shall not be liable or deemed to be in default hereunder for any delay or failure in the performance of any of its obligations under this Agreement resulting from any cause, beyond the control of said party such as, but not limited to, acts of God, acts of public enemy, acts of the government, civil or military wars, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain export licenses or import authorization and lack of available transport, except where such events are direct results of the party’s gross negligence or willful misconduct.
- GOVERNING LAW and VENUE. This Agreement shall be governed by and construed in accordance with the laws of the Philippines. In the event of suit arising out of or in accordance with this Agreement, it shall be brought exclusively to the proper courts of Makati City.
- AUTHORITY. Each of the Parties represents and warrants to the other that it/its signatory/ies herein has/have all the necessary power and corporate authority to execute deliver and perform this Agreement and other related documents, and that such execution, delivery and performance will not and shall not contravene any provision of its constitutional documents, any agreement or instrument to which it is a party, any law, rule or regulation of any government authority.
- BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors-in-interest and permitted assigns. The MERCHANT may not however assign or transfer its rights hereunder, without the prior written consent of PAYMAYA.
- ENTIRE AGREEMENT. This Agreement and such other related documents 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.
- PAYMAYA POLICIES. This Agreement shall be subject to the existing policies and procedures of PAYMAYA governing the Payment Gateway which are made integral parts hereof by reference, and as may be amended and supplemented from time to time, in so far as not inconsistent with the terms of this Agreement.
- CORPORATE GOVERNANCE. The Parties warrant and represent that their business activities are regulated by their own internal business rules or Corporate Governance policies which are compliant with each of their applicable laws. As a condition precedent to the execution of this Agreement, the Parties agree to exchange their relevant Corporate Governance policies for review to ensure that entering into this Agreement will not conflict with, violate or contravene any of these policies. to the extent applicable to the implementation of this Agreement, the parties will comply with their respective internal business rules or Corporate Governance policies. In this connection, the parties shall [a] advise or inform each other about any violation, whether actual or potential, by any person of their respective and/or each other’s policies in relation to this Agreement; [b] address or resolve such violation in accordance with their own internal business rules or Corporate Governance policies; and, [c] inform the other party of the action taken thereon. In the event that this Agreement is later found to be violative of the internal business rules or Corporate Governance policies of either party, the parties shall negotiate in good faith to amend and revise this Agreement to make it compliant with the internal business rules or Corporate Governance policies found to have been violated. The parties finally agree that any dispute, breach or violation of this provision shall be dealt with, remedied and/or resolved in accordance with the appropriate provisions of this Agreement on dispute settlement.
- CORRUPT GIFTS. The MERCHANT shall not at any time offer, give or agree to give to any person any gift or consideration of any kind as an inducement or reward for performing or refraining to do any act in relation to the obtaining or execution of this Agreement, or for showing or refraining to show favor or disfavor to any person in relation to this Agreement. The MERCHANT shall not enter into an agreement, in connection with which any commission or inducement has been paid or agreed to be paid by the MERCHANT or on the MERCHANT’s behalf or to the MERCHANT’s knowledge unless particulars of any such commission or inducement and of the terms and conditions of any agreement for the payment thereof have been provided to PAYMAYA in writing before the date of execution of the relevant agreement.