This Terms and Condition serves as an agreement between Own Bank, The Rural Bank of Cavite City Inc. “Own Bank” and the MERCHANT.

By clicking agree button during registration, you understand that  you are creating a digital signature which you intend to have the same force and effect as if you had signed your name manually. You are agreeing to accept payments for your goods and services thru merchant services upon this Terms and Conditions and using our merchant agreement, you also agree to comply with policies and provisions.  

I. DEFINITIONS

“Applicable Laws” mean the laws, rules, or regulations of any Government or Authority, or issuances or judicial decisions in any applicable jurisdiction (including any amendments, reenactment, or replacement of it). Applicable Laws shall include, but not be limited to, economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any Authority. Applicable Laws shall also include the United States (US) Foreign Account Tax Compliance Act.

“Authority” means any governmental or regulatory authority, self-regulatory authority, court, quasi-judicial or arbitral tribunal, or international authority, including, but not limited to, the BSP, PDIC, US Department of Treasury Office of Foreign Assets Control, the US Department of State, the United Nations Security Council and the Anti-Money Laundering Council of the Philippines or any Authority that we are accountable to.

“Bank” means Own Bank, The Rural Bank of Cavite City, Inc. with a principal office at 505 P. Burgos Ave. Caridad, Cavite City, Cavite Philippines.

“Banking Day” means any day (other than a Saturday, Sunday, or public holiday) on which banks are open for general banking business in the Philippines.

“Merchant”, “you”, or “your” means the person or entity who applied for the use of the Bank’s merchant services.

“Merchant’s Designated Account” means the account nominated by the merchant into which the Bank may make payments by way of direct credit.

“Merchant Discount” means the fee to be paid by the Merchant to the Bank at the agreed rate based on the percentage of the transaction amount processed by the Bank.

 “Merchant's Website” means the website or the webpage of the Merchant notified to Bank and consented to by the Bank.

“Device” means all electronic, wireless, communication, transmission, or telecommunication tools, hardware, or media including but not limited to the internet, computer or mobile devices, terminal, or system that may be required to access and use the Application.

“Philippine Peso” or “PHP” means Philippine pesos, the lawful currency of the Philippines.

“Security Codes” means personal identification numbers (“PIN”), passwords, personal identifiers, biometrics identifiers, digital identifiers, other codes (including one-time password or “OTP”), and verification procedures whether set by you or us that would allow your access to our Services.

“Fee” means any fee agreed to be payable by the Merchant to the Bank.

“Services” means any banking and other services facilities which we may offer to you from time to time via electronic and non-electronic means. They include Application, the Deposit Account, the Virtual Debit Card, the Physical Debit Card and all product information, features, data, text, images, photographs, graphics, music, sounds, video (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available; and any banking services via any Device, electronic statements, electronic advice, transaction alerts, or any electronic modes and non-electronic of operating the Account in or outside the Philippines.

“Transaction” means any transaction, whether financial or non-financial, conducted by any Customer through the Application, the Customer’s Deposit Accounts, or Debit Card. Financial transactions include, without limitation, deposits, payments, withdrawals, and transfers (including, but not limited to, transfers via Quick Response (QR) code, multi-proxy service transfers, third-party funds transfer service providers, network and/or clearing houses, such as, but not limited to PESONet and InstaPay, intra-bank transfers and interbank transfers. Non-financial transactions include, without limitation, balance inquiry, logins, viewing account history, and card linking.

COMMERCIAL TERMS

No fee for service. GXI shall provide the Scan to Pay Service, and issue, install, and/or deploy the Own Bank QR Code Service free of charge. In exchange, no fee, cost, or expense shall be charged to the Bank for the space used or occupied by the Bank.

Merchant Discount Rate. The Bank shall collect a Merchant Discount Rate (MDR) equivalent to rates that can be seen under the Quick Response (QR) subsection “any fees and limitations for My QR Code receiving” of all approved payment transactions made to MERCHANT through the QR Code Service. The MDR is applicable to the Merchants and shall be implemented upon approval of the application.

PRE-SERVICE

Notwithstanding any proposal, term sheet, or application agreed by the MERCHANT, the Bank reserves the right to cancel, delay, defer, or suspend delivery of the Service if the necessary pre-onboarding requirements  are not submitted on time or as requested. Pre-onboarding requirements include basic national and local government registrations, basic corporate or legal documentation, and other relevant documents as may be required by the Bank.

Even if Pre-Onboarding Requirements have been provided to the Bank and/or a proposal, term sheet, or an application has been agreed by MERCHANT, the Bank reserves the right not to proceed with delivering the  Service (or, if already rendered, terminate or suspend the Service), among others:
(a) if it is confirmed that the MERCHANT has made a material misrepresentation or has concealed any material information in its Pre-Onboarding Requirements or in the proposal, term sheet, or application form; or
(b) if MERCHANT is later found to be ineligible for the Service under Bank’s policies or as such when the MERCHANT is blacklisted due to poor credit standing or has a history of fraudulent acts or practices.

SCOPE OF SERVICE

Bank shall provide the Quick
Response (QR) Code by enabling it  at each of the MERCHANT’s Scan to Pay
Sites, which are stores or branches owned or operated by MERCHANT where the Scan to Pay Service will be installed and/or deployed. Once
enabled, the MERCHANT shall be able to accept payments from customers who use the Own Bank mobile app in their smartphones to scan the Quick
Response (QR) Code featured at the relevant Scan to Pay Site.  To this end, Bank shall provide MERCHANT with the following for each Scan to Pay
Site:

a. Scan to Pay tools and promotional merchandise

b. SMS (text) message notifications for each completed transaction, as well as capability to verify transaction status via SMS
syntax

c. Daily/Weekly/Monthly Transaction Reports, as applicable

d. Virtual Wallet and Daily Bank Settlement for Non-Individual Accounts (within banking days only)

e. One-time basic usage and troubleshooting training

Bank may modify the implementation of the Scan to Pay Service at any time, subject to timely notice of changes to MERCHANT.
Bank may modify the implementation of the Scan to Pay Service at any time, subject to timely notice of changes to MERCHANT.

TAXES

All fees and charges payable by the Merchant stated are inclusive of withholding, goods and services tax, service tax, value added tax or similar tax which may be imposed. The Bank may deduct such taxes from the Merchant’s sales proceeds and/or debit or cause to be debited such taxes from the Merchant’s Designated Account. The Bank does not have to obtain the Merchant’s prior approval (written or otherwise) before the deduction and/or the debit is made but will notify the Merchant of the deduction and/or debit made.

DISPUTED TRANSACTIONS

Banks shall refer all disputed transaction/s to the MERCHANT and the latter undertakes to resolve the issue with the customer within a period of five (5) Banking Days from receipt of advice from Bank or the Cardholder dispute or chargeback as the case may be. Simultaneously with MERCHANT’s coordination with Cardholder regarding a particular dispute, MERCHANT shall furnish the Banks copies of its communications with the Cardholder and such other necessary documents as determined by the Bank e.g. order forms, to enable Bank to properly document its case file on the Cardholder with respect to the disputed transaction/s. Bank agrees to entertain complaints provided that such complaint/s was/were received within thirty (30) calendar days from transaction date. The Bank reserves the right to change the period with prior written notice to the MERCHANT.

DISPUTE RESOLUTION AND PRODUCTION OF RECORDS

To resolve disputes or to address complaints arising from any Payment Channels Transaction and/or Programs/Services, the Merchant must provide the Bank with the original copy or photocopies or printouts (as required by the Bank) of the Payment Instructions, Mail Order Forms, Credit Slips/Sales Slip/Terminal Slip, statements, bills or invoices, sales or other information or records of the Merchant within fourteen (14) Calendar Days from the Bank's written request. All Payment Channels Transaction and Programs/Services records must be retained for at least six (6) months from the relevant transaction and the Merchant must comply with the dispute resolution processes of the Bank and/or Card issuer and/or any of the Card Companies and/or payment gateway.

TERMINATION

Either Party may terminate the availability / use of all or any of the Payment Channels and/or Programs/Services individually without affecting any of the other Payment Channels and Programs/Services for convenience without cause by giving written notice to the other of at least thirty (30) Calendar Days before the intended date of termination. Additionally, the Bank may also immediately terminate the availability / use of all or any of the Payment Channels and/or Programs/Services by giving written notice to the Merchant if:

1. the Merchant breaches any of these terms and conditions and does not remedy the breach within ten (10) Calendar Days after it is notified of the breach;

 2. the Bank has reasonable grounds to suspect that the Merchant is involved in terrorism financing or business or business transactions and/or where monies are received from unlawful activities in breach of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001.

3. the Bank has reasonable grounds to believe that the Merchant accepted payment for a transaction even though it knew or ought to have known or had reasons to suspect or that it was a fraudulent or improper transaction;

4. the Merchant has taken steps to enter or receives an order for any voluntary arrangement, judicial management, scheme of compromise, arrangement, reorganization or composition with or for the benefit of its creditors or allows any judgement against it to remain unsatisfied for a period of ten (10)  Banking Days or has any distress or execution or other process of court of competent jurisdiction levied upon or issued against its property or assets and it is not satisfied by the Merchant within five (5) Banking Days from the date of such issuance of the distress or execution or other process, as the case may be;

5. the Merchant being a limited company, goes into liquidation (except a voluntary liquidation for the purpose of amalgamation or reconstruction on terms previously approved in writing by the Bank) or threatens or passes a resolution to wind-up or is in jeopardy of becoming subject to any form of insolvency proceedings. In the case of the Merchant being a proprietorship or partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving or where proceedings are commenced or a resolution is passed for the bankruptcy, winding up or dissolution of the Merchant or proceedings are commenced for the judicial management of the Merchant or a nominee, trustee, supervisor, manager, judicial manager, administrator, receiver, receiver and manager liquidator or similar officer is appointed over the Merchant or any of its assets or any part thereof of a meeting, whether formal or informal being called by the Merchant’s creditors or any of them, or where the Merchant commits any act of bankruptcy;

6. the Merchant ceases or threatens to cease to carry on its business;

7. the Merchant defaults on any account or accounts or facilities it has with the Bank or any other financial institution; (h) the Merchant retires, goes insane or dies (if he is an individual) or there is a change in the principals of the Merchant or their major or controlling shareholders or partners (if it is a corporate or business entity); (i) the Bank has reasonable grounds to believe that the Merchant or any of its officers, employees and/or agents is involved in any irregularity or fraud or is suspected of irregularity or fraud by any of the Card Companies or any other issuer of any Card or payment gateway with regard to any Payment Channels Transaction and/or Programs/Services;

8. any information or any documents provided by the Merchant to the Bank is incorrect or misleading or inaccurate;

9. required by law; or

10. the Merchant has been charged or convicted of a criminal offence relating to fraudulent or illegal activity.

The termination of the availability of all or any of the Payment Channels and/or Programs/Services does not affect any rights, obligations and liabilities of either Party which arose before the termination and the Bank's rights to perform chargeback provisions shall survive such termination. The Bank will not carry out any payment transactions submitted to the Bank after the effective date of the termination or suspension.

Upon termination of the availability of the Payment Channels and/or Programs/Services, all sums owing by the Merchant to the Bank relating to that Payment Channel and/or Program/Service shall become immediately due and payable. The Merchant shall at its own costs and expense immediately return to the Bank all items relating to that Payment Channel and/or Program/Service provided by the Bank in good working order and condition

SETTELEMENT

Settlement Timing

 Bank will settle funds to the Merchant’s designated account within one (1) business day following the transaction date (T+1), (T+3), (T+7), provided that the transaction batch is received by the cutoff time specified by the Bank. Transactions submitted after the cutoff time will be considered as received on the next business day.

Settlement Currency

· Settlements will be made in the currency specified in the Merchant Application, unless otherwise agreed in writing by the parties.

Deductions

· The Bank reserves the right to deduct applicable fees, chargebacks, and any other amounts owed by the Merchant from the settlement amounts.

Funding Delays

· Settlements may be delayed due to compliance reviews, fraud prevention measures, or other regulatory requirements. The Bank will notify the Merchant of any such delays as soon as practicable.

ACCOUNT DATA SECURITY

 Should storage of Customer information be required by the MERCHANT for business, legal and/or regulatory purposes, the MERCHANT shall only store such specific information as is expressly required and should establish a data retention security and disposal policy and procedure. The MERCHANT shall securely safekeep the MERCHANT/BANK copy of the documents, and limit access only to its authorized personnel. Under no circumstances shall the MERCHANT store sensitive Card authentication data prior to, during, or subsequent to Authorization, even if such sensitive Card authentication data is encrypted. Sensitive Card authentication data shall include but not limited to:

A. Any data from the virtual/physical card

B.  Physical/Virtual Card validation code which is the three-digit code such as but not limited to CVV

C.  Personal identification Number

USER AND DATA PRIVACY

Information of or relating to users gathered through or on the Scan to Pay Service including, without limitation, any information considered “personal information” or “sensitive personal information” under the Data Privacy Act of 2012  shall be the exclusive property of the Bank and will be dealt with in accordance with Bank’s privacy and security policies, as well as the relevant law and regulations. Under no circumstance shall Bank’s volunteer, disclose, or share to MERCHANT any personal information or sensitive personal information pertaining to users, and in no event shall Bank process such personal information or sensitive personal information on behalf of MERCHANT. MERCHANT shall exert its own efforts in obtaining any necessary personal information or sensitive personal information from its customers who are users. Above paragraphs notwithstanding, upon MERCHANT’s request, Bank’s may share usage data from the Scan to Pay Service that is aggregated and/or anonymized in such a way that individual users cannot be identified or ascertained, such as: (a) total number of merchant’s customers who use Scan to Pay, (b) average amount used for payments to the merchant, and (c) merchant’s average volume of payments per month.

DATA SHARING

The MERCHANT hereby consents to and authorizes Bank, its subsidiaries, affiliates and/or its third party partners contracted by the Bank to use and process data including personal data that may be collected by conducting its operations. Use and processing of data shall include but not limited to risk management, sales and marketing activities, communications relating to their products and/or services, product and system development and innovation, customer experience management and improvement, and market research.

The MERCHANT shall adhere with applicable privacy laws in the lawful and secure processing of personal data to protect against breach of confidentiality, integrity and availability.

RELATIONSHIP

No relationship of principal and agent is established by this Agreement between Bank and MERCHANT. MERCHANT shall conduct its activities under this Agreement as its own principal and not as agent of Bank. Neither shall this Agreement be construed to create a relationship of partnership or joint venture between Bank and MERCHANT. As such, in the event that MERCHANT cannot fulfill its obligations to third person/s under this Agreement, MERCHANT shall hold Bank free and harmless from any and all liabilities, suits or actions of whatever nature, which said third person/s may pursue against MERCHANT, unless the same is caused or due to the willful misconduct or gross negligence of Bank.

COMPLIANCE WITH AMLA-CTF

In compliance with the provisions of Republic Act No. 9160, also known as the “Anti-Money Laundering Act of 2001” (AMLA), as amended, and Republic Act No. 10168, also known as the “Terrorism Financing Prevention and Suppression Act of 2012”, the MERCHANT will adhere to the strictest sense that it will cooperate and will report to GXI all transactions that in any way may be connected with or in violation of the AMLA, TFPSA, and all related laws. This is to protect and preserve the integrity of the Bank, including the confidentiality of all related accounts, to ensure that this business engagement shall not be used as a money laundering site for the proceeds of any unlawful activity and that the Merchant Partner will extend cooperation, consistent with Bank’s policy on AMLA-CTF, in investigations and prosecutions of persons involved in money laundering activities wherever committed in conjunction with this business partnership.