The MAYA Business Manager (herein “MBM”) is a proprietary system designed by MAYA to enhance the services of MAYA to its enterprise partners and subject to the terms and conditions as follows:

This terms and conditions shall be congruent to the principal agreement/s signed by clients of MAYA to avail of its products and/or services (herein “CLIENT”), namely: the Direct Merchant Agreement, Agent Agreement, Bills Pay Agreement or any other agreements wherein the Merchant is given access to the MBM (herein “MAYA Products”).
CLIENT On-boarding
1. MAYA shall make available to select CLIENT the MBM where it can view and monitor all the related transactions from the MAYA App, POS, payments from other wallets/banks and own transactions done by the CLIENT through the other services inside the MBM.
2. After the CLIENT is fully on-boarded (i.e. all on-boarding information & requirements have been submitted whether via self-registration in MBM or sales-assisted channel), CLIENT shall gain secure access to MBM through use of own username and password. CLIENT represents and warrants that only the authorized person/s as stated in the CLIENT Application Form shall have access to the MBM and shall access the MBM in accordance with MAYA’s Infosec Policy as advised to the CLIENT.
Scope of Service
1. The following services may be accessed by the CLIENT through the MBM:
  1. QR Payment Acceptance (Maya QR and QRPH)
  2. Payment Links
  3. Digital Invoices
  4. Disbursements (for separate enrollment)
  5. Online Payment Acceptance
  6. Payment Terminals
  7. Maya Corporate Banking services (for separate enrollment)
  8. Loans & Loans Dashboard (for separate enrollment)
  9. Bills Payment
  10. Airtime Load
  11. Payments & Transaction Reports
  12. User Access Management
2. The information as stated in the MBM shall reflect all the transactions done in the account of the CLIENT, whether it be from the CLIENT’s customer or the CLIENT itself. These information shall be a conclusive record of the transactions and shall be the basis of the payments and billings for and/or against the CLIENT or vice versa. However, the commercial terms of each MAYA Product availed of by the CLIENT shall be in accordance with the principal agreement.
3. The services offered under the MBM to the CLIENT shall be dependent on the principal agreement such as those above stated. If the CLIENT did not avail of the MAYA Product, the CLIENT may not gain access to the corresponding MBM services.
4. If agreed to by both Parties or as required by the rules and regulations, MAYA may require the CLIENT to deposit an amount equivalent to P____________ to be used for the settlement of the transactions of the CLIENT. This deposit shall be rolled over every start of the month to cover the monthly Settlement for the sales proceeds of the MAYA Products.
5. MAYA shall assign a point of contact for any concerns regarding the use of the MBM, which concerns shall be addressed in accordance with the SLA as stated in this terms and conditions.
Restricted Service
The following products or services that constitute, relate to or are ancillary to, in whole or in part are not allowed to be sold in the MAYA App and are defined by MAYA as “Restricted Service”:
1. Pornographic or illicit material or activities of any type;
2. Escort services;
3. Illegal Gambling operations, including “virtual casinos”, POGO operations, etc.;
4. Sale of firearms, ammunitions, explosives and like products;
5. CLIENT engages in “receipt of payment in advance” operation module, unless approved by MAYA;
6. Pyramid selling or multi-levels commission earning structure, that are prohibited under the law or regulation;
7. Goods, products, services or distributions prohibited by applicable law or under the rules, regulations or directive of the Card Network; or
8. 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 MAYA (in its sole discretion) as being subject to this definition and notice thereof being given to the CLIENT.
9. The sale or offer of sale of a product or service other than in full compliance with law then applicable to MAYA
10. 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).
Disputes
Transactions are conclusively considered valid between MAYA and the CLIENT and between the CLIENT and its customers once it is reflected in the MBM.
1. Any dispute on the transactions shall be reported by the CLIENT within fifteen (15) days from receipt of the settlement reports, otherwise, the Transaction Report shall be deemed final and correct.
2. It is the responsibility of the CLIENT to securely keep their PIN and/or Password for PM. Any illegal or unauthorized activity of the CLIENT and/or its agents, employees, officers, and authorized representatives in the PM or any transactions done in the MBM, such as but not limited to gamification, unauthorized sale, void and settlement, that brought about financial losses to the CLIENT shall be its sole responsibility.
3. Any dispute on the transactions shall be settled between MAYA and the CLIENT amicably and shall be settled within thirty (30) days from the written notice of dispute by the CLIENT. If the dispute cannot be settled, then it may undergo arbitration as provided herein.
Compensation
Fees and payments between the parties shall be in accordance with what is provided under the Principal Agreement.
The following are additional provisions that may be applicable for foreign merchants incorporated in a country where the Philippines has tax treaty:
1. CLIENT shall, at its own initiative, arrange for the delivery to MAYA (prior to the issuance of the first billing/invoice and payment by MAYA) of appropriate documentation required in availing the benefits and protection of the applicable bilateral tax treaty. To the extent that such documentation and certificates are made available in a timely fashion, MAYA shall use reasonable endeavors to procure for CLIENT the benefits and protection available under applicable tax treaties as extensively as possible.
2. CLIENT certifies that it has not, nor will not have a permanent establishment (as defined in the applicable bilateral tax treaty) in the Philippines. If this statement is no longer accurate during the validity of this contract, CLIENT commits itself to inform MAYA accordingly.
System Integration
1. MAYA shall integrate to CLIENT’s system via CLIENT’s Application Protocol Interface (API) to enable purchase of Products through the MAYA App. CLIENT shall make sure that the API specifications provided to MAYA is updated including its product listing and prices. CLIENT should also comply to MAYA's updated API specifications for integration, if applicable.
2. CLIENT shall provide 99.5% 24/7/365 uptime to ensure convenient service access to MAYA and its customers.
3. For scheduled system maintenance and downtime, CLIENT shall notify MAYA, at least 60 hours before the activity. In case of unscheduled downtime/system maintenance, CLIENT should inform MAYA’s Technical Operations Team for transaction monitoring purposes and avoid dispute on the end of the consumers.
  
  Contact Details: datacenteroperations@MAYA.ph
  Hours of Operations: 24 x 7
4. For system update and update on product list and price, CLIENT shall notify MAYA 30 days prior to actual implementation. CLIENT shall provide resource to MAYA to ensure that system updates are functional prior actual commercial launch.
5. Client’s API timeout setting should be less than 25 seconds. If Client could not comply to this setting, an available endpoint to check status of a transaction should be provided with corresponding transaction details including purchased pins or codes if applicable. This requirement is not available for Shopify-Integrated CLIENTS.
6. CLIENT should guarantee that API Transactions Per Second (TPS) is more than 50 (tps); and provide information on the API's response time (in milliseconds) at 95th percentile of the guaranteed TPS.
7. CLIENT should provide a stable staging environment that simulates expected production behaviors at the start and while engagement is active in production.
Indemnity
1. Both Parties shall indemnify and hold the other Party and its officers and personnel free and harmless against any and all actions, proceedings, costs, claims, demands, losses, expenses and liabilities arising out of or in connection with:
  1. any failure or error in the fulfillment of obligations in this Agreement;
  2. any fraud or unauthorized use of each Party’s Application;
  3. any breach of any term or condition of this Agreement;
  4. any damage caused to the Parties of this Agreement or to their property or personnel that is attributable to the negligent or willful act or omission of a Party or its employees or agents; or
  5. any and all claims, charges, suits, damages, and expenses of every kind and nature whatsoever, including attorney’s fees and expenses, arising out of or based upon the use or operation by a Party’s service resulting from the fault or negligence of the other Party.
2. Except for (a) breach of data privacy, (b) violation of confidentiality provisions, or (c) indemnification for intellectual property infringement and fraud, in no event shall a Party have any liability to the other Party that exceeds the total amount of fees payable to MAYA for one year prior to the allegation of liability.
3. Parties shall have no liability to the other Party or to any third party for any loss of profits, loss of revenue, loss of capital, loss of anticipated savings, loss of data, or for any special, indirect, incidental, punitive or consequential damages or losses arising out of this Agreement, under any theory of liability.
Fraud Clause
1. CLIENT’s personnel, and/or any person connected with it shall not use the Service for any purpose other than what is provided in this Agreement.
2. If CLIENT’s personnel and/or any person connected with it is found, at MAYA’s sole discretion, to use the Service to bypass MAYA’s network, unauthorized transactions, and other unauthorized activities and/or for any activity that is contrary to morals and public policy or which violates any ordinance, law, order, regulation or treaty (“Illegal Activities”), MAYA reserves the right to terminate this Agreement.
3. If a CLIENT fails to safeguard and monitor its own network and/or respectively, its Service from potential malicious users, thereby making it a venue for potential malicious user to defraud MAYA’s and/or customers, MAYA reserves the right to terminate this Agreement.
4. MAYA reserves the right to file appropriate legal action against the CLIENT, its personnel and/or any person connected to the CLIENT and to charge the appropriate damages, if any. The CLIENT, its personnel and/or any person connected to the CLIENT shall likewise be liable to MAYA for any revenue losses resulting from violation of its representations and warranties.
5. 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 MAYA and/ or the CLIENT.
  Should any Restricted Service, fraud, or Illegal Activities, and/or similar incidents be performed by the CLIENT, Account Holder or third party (“Suspected Activity"), the incident may be the subject of an investigation, at the option of MAYA.
  Where MAYA suspects involvement of the CLIENT and/ or its representatives in the Suspected Activity:
  1. MAYA may investigate the matter by appointing an investigating officer and entrusting him with necessary powers;
  2. The investigating officer may investigate the records of the CLIENT relating to transactions of the Account Holder of MAYA and require any information or clarification from the CLIENT or its representatives;
  3. MAYA shall have the right to require and/or ask for help of any government or outside agency in the conduct of the investigation;
  4. MAYA may suspend all or any of its activities related to the CLIENT’s activities in the MBM, till the matter under investigation is resolved to the satisfaction of MAYA. In order to avoid any doubt the Parties agrees that all payments due to the CLIENT shall be suspended until the matter under investigation is resolved.
  5. The CLIENT, upon request of MAYA or the investigating officer, shall provide all information, documents and other materials to MAYA or to the investigating officer pertaining to any Suspected Activity relating to transactions of the Account Holders of MAYA without undue delay;
  6. Where the investigating officer proves that the CLIENT and/ or its representatives are involved in any offense committed against MAYA, MAYA shall have the right to take all or any of the following actions against the CLIENT notwithstanding anything contained in this Agreement:
    1. To cancel the any payment that may be due by MAYA to the CLIENT;
    2. To demand the refund or set-off the amount related to the proven Suspected Activity with any monies payable by MAYA to the CLIENT as per the terms of this Agreement;
    3. To claim and recover the entire amount of loss, damages, legal costs and expenses incurred by MAYA because of such offence or involvement of the CLIENT and/or its Representatives in such offense;
    4. To terminate this Agreement with the CLIENT without forthwith any notice; and
    5. To take legal action against the CLIENT, including criminal proceedings, as provided under Revised Penal Code and other applicable laws and regulations.
Representations and Warranties
1. Each Party hereby represents and warrants to the other that:
  1. It is a corporation duly organized, validly existing and in good standing under the laws of the Republic of the Philippines and has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
  2. All the necessary corporate or legal actions for the execution, delivery and performance of this Agreement have been duly taken and this Agreement, together with the Annexes, constitute its legal, valid and binding obligations, enforceable against it in accordance with the terms hereof. No consents or approvals are required to be obtained from, or filings or registrations made with, any governmental body or agency, or any other third party for the due execution and performance by it of its obligations under this Agreement.
  3. The execution, delivery and performance of this Agreement do not and will not: (i) violate in any respect any provision of, or result in the breach of, or constitute a default under: [1] its organization documents, [2] any agreement, contract, undertaking or instrument to which it is a party or which is binding upon it or any of its properties or assets; or (ii) constitute a violation of any statute, rule or regulations, order or judgment or decree of any court, administrative body or authority applicable to it.
  4. It has obtained or shall obtain all the required certificates and licenses for the implementation of this Agreement and for the proper conduct of its business and shall keep said certificates and licenses current and existing.
  5. It shall take no action on behalf of the other Party that would subject either Party to liability or penalty under any laws, decrees, rules or regulations of any governmental authority.
2. Each Party shall hold the other Party free and harmless from any and all liability or damage that may be incurred as a result of any breach of the former’s representations, warranties and covenants under this Agreement.
Confidentiality and Use of Information
1. The Parties shall not disclose, or use for its own benefit or permit the use by its employees, agents, or representatives or by any third parties for their benefit the contents or the existence of this Agreement or any information concerning a Party or its business which a Party may receive from the other or obtain in the course of the performance of this Agreement, except strictly on a need-to-know basis as may be required for the performance by a Party of its obligations under this Agreement (“Confidential Information”). The Parties shall take all necessary precautions to prevent any unauthorized disclosure or use of such Confidential Information by any of its employees, agents, or representatives or by third Parties.
2. All business and technical information and data, and related documentation, in whatever form provided, recorded or unrecorded, which a Party has furnished or may furnish the other in connection with, or in furtherance of, this Agreement (which are considered Confidential Information) shall:
  1. Be used solely for the purpose for which it was furnished;
  2. Be treated in strictest confidence and protected;
  3. Not be reproduced, except as necessary for its authorized use; and
  4. If in tangible form, be returned together with all copies thereof when demanded by a Party or when no longer needed.
3. Unless the Confidential Information also qualifies as personal data under privacy laws, the obligations of confidentiality and restricted use are not applicable to those portions of the Information that were known to a Party prior to its disclosure by the other, or that fall into public knowledge without the fault of the latter, or which the Parties have agreed in writing need not be kept confidential, or which are required by law to be disclosed.
4. In the event that a Party is required by any governmental, administrative, regulatory, judicial or quasi-judicial body or authority (the “Authority”) to disclose any Confidential Information in any action, suit or proceeding pending before the said Authority, said Party shall provide the other with prompt notice of any such requirement in order that the latter can seek a protective order or waive compliance with the provisions of Sections 1 and 2 of this provision.
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, pandemics, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain export licenses or import authorization and lack of available transport, except when such events are direct results of the party’s gross negligence or willful misconduct.
Intellectual Property
1. Each Party acknowledges that it will not acquire any rights in the copyrights and/or trademarks of the other and shall exercise reasonable care to avoid any action which would diminish or jeopardize the goodwill and reputation associated with the intellectual property of the other Party. Neither Party is entitled to use, copy or in any manner exploit the trademarks or other intellectual property of the other Party without the prior consent of such Party.
2. Both Parties warrant that, to the best of its knowledge and information, its Services, as configured in accordance with the specifications and requirements as set forth in this Agreement, do not infringe any pending or existing patents, trademarks, copyright or other intellectual property rights under which a third party may claim damages with respect to the use of its services.
3. Both Parties warrant that it has the necessary intellectual property rights over its products and services and its components and/or that it has procured the necessary agreements, consents, and licenses.
4. Both Parties shall hold the other and/or any of its directors, officers or employees free and harmless from any demands, suits, or claims (i) for copyright, trademark, trade name, or intellectual property infringement or violation in connection with this Agreement; (ii) which may arise from the legality and the accuracy of the content or information sent to the other Party, or the fact that the content or information, where applicable, are inaccurate, incorrect, false, misleading, malicious, immoral, defamatory or derogatory in any other way or constitute a form of slander; or is not timely in any respect; or resulted in pain, disability, physical injuries, or is in any way proven to be detrimental to health. In this regard, both Parties shall fully indemnify for and hold the other Party free and harmless from, any and all amounts for which it may be held liable in any such suit, claim or demand, as well as all reasonable costs which a Party and/or any of its directors, officers or employees may incur in defending itself and/or settling such suit, claim or demand. The Parties shall agree on mutually acceptable methods of handling such suits, claims or demands. Either Party shall not make any admission of the other Party’s liability and shall not attempt to compromise the defense of any claim made against the other Party, unless otherwise compelled by the appropriate court of law or government agency.
5. In the event such third party secures a favorable judgment against any of the Party to this Agreement, for infringement, it undertakes to either alter its Product or services in such a way that it will no longer infringe the patent or trademark rights or copyright of such third party, or replace its Product or services or a component thereof with another solution or component which will not infringe the aforesaid patent or trademark rights or copyright. Any such alteration or replacement shall be made only after prior written approval by the other Party. If the infringing Party cannot alter or replace the infringing its Services or component, where applicable, innocent Party shall be entitled to damages suffered, set and determined by the courts, arising from such infringement.
Term and Termination
1. This Agreement shall have a term of one (1) year from the date of signing of this Agreement and shall automatically renew every year thereafter, unless a Party expresses through a written notice sent to the other Party, its intention not to renew at least sixty (60) days before the date of renewal.
2. Either Party may terminate this Agreement in case of a breach by the other Party (“the Defaulting Party”) of any of the provisions of this Terms, provided that such Defaulting Party has failed to remedy such breach within thirty (30) days from written notice thereof, in which case, the termination will become effective upon the lapse of such thirty (30) day period.
3. MAYA may terminate this Agreement without cause by giving the CLIENT a written notice of at least thirty (30) days prior to intended date of termination.
4. This Agreement may be immediately terminated if the CLIENT shall be put into liquidation or if a receiver shall be appointed of the whole or any part of the CLIENT properties or if there shall be a material breach by the CLIENT of any terms or conditions of this Terms, by notice in writing to the CLIENT.
5. Termination shall not prejudice the right of the Parties to recover any payment due to them in the performance of the services under this Agreement. In case MAYA is in possession of the inventories of the CLIENT, MAYA shall return the inventories and CLIENT shall return any deposit of MAYA covering such inventory, within 30 days from date of demand.
6. In the event of termination, the CLIENT shall return all documents that are deemed as business security risk by MAYA. The CLIENT shall not use its access to enter the technical platform of MAYA upon effectivity of its termination or if MAYA deems it fit, for security reasons to cut the Services or access immediately upon notice to the CLIENT.
Data Privacy
1. Each party shall be individually responsible, as a sole data controller, for its own processing of personal data pursuant to and/or in connection with this Agreement. This means that each party determines the purposes and means for its respective processing of personal data and is fully responsible for compliance with applicable privacy and personal data legislation. Each party shall be responsible for any acts and omissions of any third parties with which the party shares personal data. Each party shall also indemnify and hold the other party harmless from and against all losses due to claims from third parties resulting from, arising out of or relating to any breach by such first-mentioned party of this Agreement.
2. A Party giving access to or disclosing its personal data shall be referred to as a “Disclosing Controller”. A Party given access to or receiving personal data of a Disclosing Controller shall be referred to as a “Receiving Controller”.
3. The Receiving Controller shall process personal data received from the Disclosing Controller within the scope of the Agreement only for the purposes of the Agreement.
4. The Disclosing Controller represents and warrants that:
  1. the data subjects to whom personal data under the control of the Disclosing Controller and which are subject of the Agreement have consented to the transfer or sharing of such personal data;
  2. the data subjects, prior to the Disclosing Controller’s procurement of consent, had been informed of the following:
    1. identity of the personal information controllers or personal information processors that will be given access to the personal data;
    2. purpose of data sharing;
    3. categories of personal data concerned;
    4. intended recipients or categories of recipients of the personal data;
    5. existence of the rights of data subjects, including the right to access and correction, and the right to object; and
    6. other information that would sufficiently notify the data subject of the nature and extent of data sharing and the manner of processing.
5. Further processing of the shared data shall adhere to the data privacy principles laid down in all applicable laws and regulations relating to the processing of personal data and privacy including but not limited to Republic Act No. 10173 (or the Data Privacy Act of 2012), including all regulations made pursuant to which and any amendment or re-enactment of such, any other legislation relating to privacy and/or the processing of personal data, as amended, supplemented or superseded from time to time (the “Privacy Laws”).
6. The Receiving Controller, their respective officers, employees, agents, and representatives, shall, among others:
  1. Implement such measures and systems that will allow data subjects or subscribers to exercise any and all of their rights under the Privacy Laws;
  2. Determine the appropriate level of security measures, taking into account the nature of the personal data to be protected, the risks represented by the transfer and the respective processing, the size of the organization and complexity of its operations, current data privacy best practices, and cost of security implementation;
  3. Implement security measures for data protection, including policies for evaluation, monitoring, and review of operations and security risks. 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;
  4. Implement reasonable and appropriate organizational, physical, and technical measures intended for the protection of personal data 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 Privacy Laws;
  5. Implement reasonable and appropriate measures to protect personal data against natural dangers such as accidental loss or destruction, and human dangers such as unlawful access, fraudulent misuse, unlawful destruction, alteration, and contamination;
  6. Ensure that its employees, agents, and representatives who are involved in the processing of personal data operate and hold personal data under strict confidentiality. This obligation shall continue even after their transfer to another position or upon termination of their employment or contractual relations;
  7. In case of a reportable data breach, it shall notify without undue delay the Disclosing Controller of breaches involving the latter’s personal data as would enable the Disclosing Controller to comply with any mandatory breach notification requirements under the Privacy Laws. Such notification shall be made to the data privacy officer of the Disclosing Controller. The Receiving Controller shall cooperate in good faith (including providing the necessary information required for the relevant mandatory breach notification) to enable the Disclosing Controller to handle the incident in compliance with the Privacy Laws.
7. The Receiving Controller shall be fully liable to the Disclosing Controller for the performance of any third party it engaged to act on its behalf or provide services to it in connection with the processing of the Disclosing Controller’s personal data that fails to fulfill its data privacy obligations. The Receiving Controller shall contractually require such third party to protect the privacy, confidentiality, and security of the Disclosing Controller’s personal data using all reasonable and appropriate measures as required by this agreement and applicable laws. The Receiving Controller shall regularly assess such third party’s compliance with these contractual requirements.
8. Disclosing Controller shall have the right to test and monitor compliance by the Receiving Controller with the aforementioned data privacy laws, administrative orders, and government issuances, and the provisions of this paragraph. The Receiving Controller shall make available to Disclosing Controller all information necessary to demonstrate compliance with the obligations laid down in the Privacy Laws, and allow for and contribute to audits, including inspections, conducted by Disclosing Controller or another auditor mandated by the latter. The Receiving Controller also agrees to immediately correct or introduce improvements to its system should the results show failure by the Receiving Controller to comply with the requirements of this paragraph, without prejudice to other remedies available to the Disclosing Controller under this Document. If an audit is impracticable, Parties shall agree on alternative assurance process.
Corporate Governance
1. MAYA POLICIES. This Agreement shall be subject to the existing policies and procedures of MAYA 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.
2. 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.
3. CORRUPT GIFTS. The CLIENT 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 CLIENT shall not enter into an agreement, in connection with which any commission or inducement has been paid or agreed to be paid by the CLIENT or on the CLIENT’s behalf or to the CLIENT’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 MAYA in writing before the date of execution of the relevant agreement.
4. In case of any violation of the apply provisions above or the Policies stated therein, including the provisions of Corrupt Gifts, by MAYA, its Stockholders, Directors, officers, employees or agents, any party may report the same to MAYA’s Corporate Governance Office, by sending an e-mail to goodgovernance@MAYA.ph or by calling +632 8424-1803, from 9am to 6pm, Philippine Time, Mondays through Fridays, except holidays.
General Provisions
1. Any amendment, alteration or modification of this Agreement shall not be valid and binding unless and until reduced in writing and signed by the Parties hereto.
2. Parties shall not assign, transfer, change or in any manner make over or purport to assign, transfer or change this Agreement or its rights hereunder or any part thereof without the prior written consent of the other Parties. A violation of this Section shall be a ground for the termination of this Agreement.
3. The failure of a Party to require the performance of any of the terms of this Agreement or the waiver by a Party of any default under this Agreement shall not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.
4. No Party shall publicize or disclose the subject matter of this Agreement nor the nature of the Agreement without prior written consent of the other Parties. Failure to comply with this provision shall be ground for the non-consenting Party to terminate this Agreement immediately, subject to the right to raise objections and/or pursue any claim and/or remedies against the other Party.
5. This Agreement and any other provisions or terms specifically incorporated herein constitute the entire agreement of the Parties and supersedes all prior agreements that may have been executed in connection with the subject hereof.
6. If any one or more of the provisions contained in this Agreement or the application thereof to any situation or circumstance shall be invalid, illegal or unenforceable, or any document executed in connection herewith shall be declared by any court of competent jurisdiction as invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. In the event of such partial invalidity, the Parties shall seek in good faith to agree on replacing any such invalid provisions with new provisions which will fairly reflect the intention of the Parties with respect to the invalidated provision.
7. In the event of any dispute concerning the interpretation or implementation of any provision of this Agreement, the Parties hereto shall, within 30 days from occurrence thereof, negotiate in good faith in order to settle the dispute amicably. If a settlement is not reached and either Party is constrained to resort to court action to protect its rights and interests hereunder, the venue of such court action shall be laid exclusively in the proper courts of Makati City, to the exclusion of all other courts.
8. All demands, requests or other communications and notices under this Agreement shall be in writing and shall be personally delivered or transmitted by postage prepaid registered mail addressed as follows:IF TO MAYA:
  Name: ________________
  
  Company Name: MAYA PHILIPPINES, INC.
  
  Address: 6^TH Floor, Launchpad Building, Reliance cor Sheridan Sts., Mandaluyong City
  
  Email Address: _______________
  
  IF TO CLIENT:
  
  Name: ________________
  
  Company Name: ______________
  
  Address:__________
  
  Email Address: ______________
9. This Agreement and the attachments thereto contain the entire understanding between the Parties and supersedes any prior understanding and/or agreement among the Parties with regard to the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings oral or written, among the Parties hereto relating to the subject matter of this Agreement which are not fully expressed herein.
10. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
11. The terms and conditions herein shall refer to the use and access of MBM. If and to the extent that there are inconsistencies between the provisions of this terms and those of the principal agreement, the terms of the principal agreement shall prevail. The parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the Company’s memorandum and articles of association so as to eliminate such inconsistency.

Maya Business Manager Terms and Condition

Home

Pricing