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WHEREAS, Maya Philippines, Inc. (hereinafter "MAYA") is duly licensed by the Bangko Sentral ng Pilipinas to engage in the business of issuance/creation of Maya Philippines, Inc. (hereinafter "MAYA") Accounts and acquiring MERCHANTS to accept payments through various channels like Card, QR Code and WeChat Pay transactions;
WHEREAS, MERCHANT, has agreed with Maya Philippines, Inc. (hereinafter "MAYA") to honor every Card 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, MAYA and the MERCHANT hereby agree as follows:
DEFINITION OF TERMS
Account Holder – refers to an individual to whom the MAYA Card/account (or other accredited and accepted Bank/ EMI Accounts) is issued and whose name appears on the 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.
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.
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 – are payment networks (e.g. Visa, Mastercard, JCB, etc.) linked to payment cards, such as prepaid, debit or credit cards, of which a bank or any other eligible financial institution can become a member.
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.
Charge Slip – shall mean the forms supplied or approved by MAYA 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.
EMI – Refers to Electronic Money Issuer.
Equipment – Refers to anything supplied by MAYA to the MERCHANT pursuant to this Agreement, including but not limited to the POS terminal and the MAYA App.
Face-to-face Transaction – Refers to payment made by a Cardholder or Account Holder through presentation of a card or scanning of a QR Code through mobile application or other possible mode of payment in the Merchant’s physical store as payment for goods and 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.
Interchange System – is the network used by the Card Network to route transactions between the acquirers and issuing banks
Issuing Bank – Means a bank or financial institution licensed by any card network to issue credit, debit or prepaid cards.
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 Network Mark and/or its affiliates or subsidiaries own, manage, license, or otherwise control and make available for use by MAYA and other authorized MERCHANTS. A “Mark” means any one of the Marks.
MAYA APP/MAYA WEB PORTAL - mobile application owned and serviced by MAYA, that serves as the interface between the Account Holder and his/her MAYA Account.
MAYA ACCOUNT – refers to an electronic wallet account that stores Philippine Peso (Php) value in the Maya 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.
Merchant – refers to the business establishment accredited by MAYA 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 MAYA will enter into a formal AGREEMENT signed by the authorized representatives of both parties. Refers also to the step taken by MAYA to verify the authenticity and eligibility of the MERCHANT to become an accredited MERCHANT of MAYA.
Merchant Discount Rate or MDR – refers to the fee charged by MAYA for every transaction as a percentage of the ticket amount. Amount of discount shall be established before the signing of this Agreement but may be subject to change by MAYA, at anytime, during the term of this Agreement.
Merchant Operating Manual or MOM – the operating guidelines to be provided by MAYA to MERCHANT. The MOM shall form part of this Agreement.
Merchant Settlement Account – refers to the MAYA merchant account assigned to the MERCHANT wherein the payment transactions made via MAYA are credited prior to being transferred to MERCHANT’s Settlement Account less the MDR. If the Settlement Account is a MAYA Settlement Account, Merchant shall follow the terms of service stipulated in this link https://maya.ph/business/terms-and-conditions.
Mobile Payment – refers to a payment transaction using MAYA ACCOUNT. The ACCOUNT HOLDER uses his/her mobile phone to transact payment.
Network Scan – refers to where MAYA or any authorized entity (e.g., Card Network Auditors, Qualified Security Assessors (QSAs)) performs scans on the merchant’s systems or platforms as part of security practice, compliance/ regulatory requirements or obligations, or depending on identified existing/ impending risk.
On-Site Review – refers to where MAYA or any authorized entity (e.g., Card Network Auditors, Qualified Security Assessors (QSAs)) visits the merchant outlet and/or location depending on identified existing/ impending risk, and/or as part of compliance/ regulatory requirements or obligations.
Payment Gateway System or System – refers to the platform that processes payment transactions (such as QR, 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 MAYA used to accept and process card and QR Code payments
QR Code – a quick response code issued by MAYA, WeChat or Banks/ EMI to a Merchant, wherein if used, would refer to the payment details of the Merchant.
QR Payment – is a service of MAYA wherein an Account Holder may pay any availed product or service through the scanning of the Merchant’s assigned QR Code recognized through the MAYA App and/or other accepted platforms.
Settlement – refers to the electronic process of transferring funds for sales and credits between the MERCHANT and MAYA.
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, By laws, 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 conditions set by WeChat with regard to use of the app and its features including WeChat Pay
WeChat Pay – a payment feature integrated in the WeChat app.
1. 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’s website or physical store shall:
a. Prominently display the Trade or Business name of the MERCHANT, at the option of the Merchant;
b. 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 MAYA/QR/ Bank/ EMI Application; and
c. 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.
d. Prominently display MAYA QR and other collaterals required by MAYA.
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 Transaction, QR code and WeChat Pay transaction, and for customer service and dispute resolution, all in accordance with the terms applicable for acceptance.
2. PROHIBITED PRACTICES. The MERCHANT shall not engage in any of the prohibited practices set forth in this Section 2:
a. 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.
b. MERCHANT shall not directly or indirectly require any Cardholder or Account Holder to pay a surcharge or any MDR or any contemporaneous finance charge in connection with a Card Transaction or QR code transaction. A MERCHANT may provide a discount to its customers for cash payments, wherein any discount by the MERCHANT is legitimate by obtaining a sales promotion permit (as applicable) and should have a visible and readable notice of the discount’s term and policy, in accordance with the Consumer Act of the Philippines and the rules of the Department of Trade and Industry. 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 MAYA has expressly permitted in writing.
A surcharge is any fee charged in connection with a Card or QR Transaction that is not charged if another payment method is used.
c. MERCHANT shall not require, or indicate that it requires, a minimum or maximum Card Transaction or QR code transaction amount to accept a valid and properly presented Credit Card, MAYA, WeChat, or other Account.
d. MERCHANT shall not submit for payment into the Interchange System, and MAYA shall not accept from a MERCHANT for submission into the Interchange System, any Card or QR Transaction that:
i. Represents the refinancing or transfer of an existing Cardholder or Account Holder obligation that is deemed to be uncollectible, or
ii. Arises from the dishonor of a Cardholder’s personal check
e. 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 by reason of duplicate processing.
f. 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.:
i. The sale or offer of sale of a product or service other than in full compliance with law then applicable to MAYA, Issuing Bank, Merchant, Cardholder, Cards, or the Card Network.
ii. 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.
g. MERCHANT shall not allow MAYA Account Holders to withdraw their wallet balance in the MAYA payment gateway services and other MAYA payment solutions such as but not limited to QR and Pay with MAYA, unless otherwise authorized by MAYA.
h. A Merchant may request but must not require a Cardholder to provide additional identification information as a condition of Card acceptance, unless such information is required to complete the Transaction, such as for shipping purposes, or the Standards specifically permit or require such information to be collected.
i. The Acceptance Marks must not be displayed at any POS Terminal, ATM Terminal, or Bank Branch Terminal that dispenses scrip.
j. A Merchant must not submit to its Acquirer, and an Acquirer must not submit to the Interchange System, any Transaction that arises from the acceptance of a Card at a scrip dispensing Terminal.
k. A Merchant must not impose, as a condition of credit card acceptance, a requirement that the Cardholder waive a right to dispute a Transaction.
l. Neither an Acquirer nor any of the Acquirer’s Merchants or Service Providers, including but not limited to any such entity that the Corporation has registered as a Token Requestor, may use Account or Transaction data to create or maintain a repository of primary account numbers (PANs) and corresponding Account PANs or perform mapping of Token PANs to Account PANs for any purpose.
For Mastercard, The PAN of a Mastercard Card or Access Device or any Maestro Card or Access Device for which Maestro is the primary Payment Application must not be replaced by, mapped to, or Tokenized with any PAN issued from an Issuer Identification Number (IIN) reserved by the ISO Registration Authority for a competing payment network. Refer to the current ISO Register of Issuer Identification Numbers for more information.
3. RESTRICTED AND PROHIBITED 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 MAYA as “Restricted Service”:
a. Pornographic or illicit material or activities of any type;
b. Escort services;
c. Gambling operations, including “virtual casinos”;
d. Firearms, ammunitions, and explosives;
e. MERCHANT engages in “receipt of payment in advance” operation module (including but not limited to airline or cruise tickets, concerts, hotel/ resorts reservations and custom orders for future fulfillment); and
f. 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 MERCHANT, provided that no such designation or notice is required for any particular Sales to be subject to this definition.
The CLIENT shall not engage in any of the following prohibited practices or services:
a. Pyramid selling or multi-levels commission earning structure, that are prohibited under the law or regulation; and
b. Goods, products, services or distributions prohibited by applicable law or under the rules, regulations or directive of the Card Network.
4. MODE OF ACCEPTING PAYMENTS.
a. Upon the effectivity of this Agreement and during the term hereof, the MERCHANT shall honor all valid Cards, MAYA, WeChat Accounts and other acceptable payment methods without discrimination when properly presented for payment.
MAYA shall make the following fund sources (i.e., payment methods that customers can use for purchase of items) available to MERCHANT (e.g., VISA, MasterCard, QR PH, etc.) with the standard rates.
In addition, any additional payment fund source which will be launched by MAYA shall be automatically be made available to MERCHANT at the standard rates.
b. 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 MAYA in respect of the acceptance of any Credit Card for payment of any Card Transaction.
b. The MERCHANT shall not complete the transaction if:
i. the account number is listed on a current Warning Bulletin;
ii. the Card is expired or is not yet valid; or
iii. the Card can only be used in a country other than the Philippines; or
iv. the Card is mutilated, defaced or bears any marking(s) of alteration in embossing or signature; or
v. MAYA has advised to decline the Card after authorization checking;
c. MERCHANT shall allow the ACCOUNT HOLDER to purchase goods and/or services thru mobile payment, QR Payment, Card Payment, and/or through the MAYA gateway services.
d. 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 (provided any “special offers” by the MERCHANT is in accordance with consumer protections laws of the Philippines and rules of the Department of Trade and Industry), 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.
e. 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 MAYA free and harmless from any liability, claim or dispute which may arise in connection with such printed receipt.
f. MERCHANT shall implement the standard payment acceptance rules from MAYA’s regulator and/or payment network in the conduct of their business activities to identify and prevent fraud and money laundering activities. MERCHANT is responsible not to process these transactions and shall notify MAYA within fifteen (15) days of occurrence and remedies put in place within the same time. Failure to notify MAYA within the period shall permit MAYA to freeze payments to the MERCHANT’s MAYA Account/ Merchant Settlement Account, suspend services and/or terminate this Agreement without notice.
g. 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.
a. The MERCHANT shall obtain manual authorization and authorization codes from the authorization center of MAYA before completing a Card Transaction if:
i. The amount of charge or a series of charges incurred on a Card in a single day exceeds the published Floor Limit;
ii. The MERCHANT wishes to delay presentment;
iii. The MERCHANT believes the Card may be counterfeit or stolen or lost;
iv. There are suspicious circumstances surrounding the presentation or proposed transaction; or
v. 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 Network.
b. 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.
DISPUTES OF AUTHORIZED TRANSACTIONS
a. 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:
i. The Account Holder’s signature appears on or is affixed on the sales slip for POS transactions;
ii. Online transaction is 3DS authenticated.
iii. Transaction authenticated by customer through chip and PIN since all MAYA terminals are EMV capable;
For QR Transaction:
i. The password/PIN is successfully keyed-in for e-commerce, electronic and/or cellular phone-based transactions;
ii. SMS is sent from the Account Holder’s Mobile Phone;
iii. When the Account Holder has successfully unlocked his/her Account with MAYA, WeChat and other acceptable payment platforms for internet transactions;
iv. Once a user is authenticated and logged-in to the MAYA App, WeChat App, Web Portal, or other acceptable 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. , the reference number in the SMS confirmation and/or in the transaction history in the MAYA App, WeChatApp, Web Portal, or other acceptable Platform 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.
b. Any dispute on the purchase or service rendered shall be settled between the Account Holder and the MERCHANT without the involvement of MAYA. Should the MERCHANT and Account Holder agree on a refund, the MERCHANT through its authorized representative shall contact MAYA Business and provide the necessary details for MAYA to check the transaction and make the necessary steps for the refund.
6. TRANSACTION HANDLING.
a. Credit Card Transactions 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 MAYA to the MERCHANT.
b. MERCHANT represents and warrants that all Transaction Drafts or Charge Slips to be submitted to and accepted by MAYA:
i. Represent bona fide sales of merchandise and/or services in the usual course of business for the total price;
ii. 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
iii. 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
iv. Shall be issued in accordance and in compliance with the provisions of this Terms and Conditions.
c. 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 MAYA 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.
d. 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:
i. 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.
ii. 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 MAYA 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 MAYA to, thereafter, authorize the “balance” Transaction Draft or Charge Slip.
e. 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.
7. 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 MAYA 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 MAYA 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 MAYA together with the Merchant Payment File duly approved by MAYA containing the information indicated below, on or before the fifth (5th) day following the Card Transaction date, viz:
a. Merchant name and address
b. Merchant Code
c. Actual number of attached Transaction Drafts or Charge slips
d. Total Gross sales
e. Discount rate and amount of discount
f. Applicable government tax
g. Net amount payable to MERCHANT
h. Signature of the MERCHANT personnel who accomplished the Merchant Payment File
i. Sending of Charge Slips shall be in accordance with the instructions of MAYA.
8. SUBMISSION OF TRANSACTIONS. MERCHANTS should comply with the requirements for submitting Card or QR Transactions to MAYA set forth in this Section:
a. MERCHANT must submit to MAYA records of valid Card or QR Transactions only between the MERCHANT and a bona fide Cardholder or Account Holder.
b. 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 MAYA no later than three (3) business days after the Card Transaction date, except:
i. 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.
ii. 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 MAYA in allowing MAYA’s personnel or authorized representative to examine these records and/or provide photocopies and information that MAYA may need to conduct and resolve customer service or risk control activities.
iii. When the MERCHANT receives Cardholder authorization for a delayed presentment (in which case the words “Delayed Presentment” must be noted on the charge slip).
iv. 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.
v. For mobile POS, when the MERCHANT has multiple locations and uses a central facility to accumulate and present records to MAYA, 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.
9. FEES. Merchant shall pay to MAYA such fees as set out in the term sheet or proposal previously approved by Merchant in respect of the services provided by MAYA, attached herein as Schedule 1.
10. SETTLEMENT OF PAYMENTS.
a. MAYA shall settle to the Merchant and may opt to choose via the following options;
i. MAYA account;
ii. MERCHANT’s bank account (with a bank recognized by MAYA)
b. MAYA shall, during the term of this Agreement, pay the MERCHANT at such time/s determined by MAYA 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:
i. the MDR on all Card, QR and WeChat Pay transactions;
ii. the taxes, if any;
iii. the aggregate refunds or rebates granted to Cardholders and Account Holders, if applicable; and
iv. all other amounts payable or due to MAYA under this Agreement or otherwise.
MAYA 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.
c. All payments made to MERCHANTS shall be made available to MAYA account, check or credited to the MERCHANT’s account thru banks nominated by MERCHANT. For crediting to the MERCHANT’s account with banks, the relevant transfer fees and other related charges shall be borne by the MERCHANT.
d. 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 MAYA 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 MAYA from correcting any error or discrepancy in such amount paid.
e. 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, MAYA reserves the right to forfeit settlement.
f. Subject to proof to the contrary, any payment by MAYA 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 MAYA may have against the MERCHANT, and shall not constitute any admission or acknowledgement by MAYA that the MERCHANT has duly performed its obligations under this Agreement or of the correctness of the amount so paid.
a. Notwithstanding any provision of this Agreement to the contrary or any authorization given in relation to such Card Transaction, MAYA 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:
i. 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;
ii. 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;
iii. MAYA 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 MAYA. Disputed transaction/s which the MERCHANT has failed to resolve within the aforestated period shall be automatically be subject to chargeback.
iv. 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;
v. Payment in relation to the Card Transaction has been mistakenly or wrongly made by MAYA or the Cardholder to the MERCHANT;
vi. 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;
vii. The Credit Card used for the Card Transaction is not a valid Credit Card and/or has been listed in any Warning Bulletin;
viii. The Cardholder alleges that the Transaction Draft or Charge Slips has been drawn or altered without his consent or authority;
ix. The Transaction Draft/Charge Slips is not signed by the Cardholder or any part of it is illegible;
x. 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 MAYA or retained by the MERCHANT is not identical to the copy of the same as given to the Cardholder;
xi. The MERCHANT does not furnish MAYA 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 MAYA;
xii. 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 MAYA;
xiii. There has been a breach by the MERCHANT of any of its obligations under this Agreement, or of any other Agreement entered into between the MERCHANT and MAYA or non-payment or non- performance of any other obligation owed by the MERCHANT to MAYA, whether or not related to this Agreement;
xiv. The MERCHANT processed the same Card Transaction more than once; or
xv. The occurrence of fraud and other events determined by Card Network or any other Issuing Bank and notified by MAYA as a Chargeback Event.
b. If any of the foregoing Chargeback Event occurs, MAYA has the right not to accept the transactions and chargeback such to the MERCHANT via a notice (“Chargeback Advice”).
c. The amount corresponding to the chargeback ("Chargeback Amount") shall first be applied by MAYA against the future billings of the MERCHANT. If no sum or payment is due to the MERCHANT that will allow MAYA to deduct/set-off the Chargeback Amount, MAYA shall seek reimbursement from the MERCHANT of the Chargeback Amount, upon which the MERCHANT shall reimburse MAYA immediately upon receipt of written demand. If despite receipt of such demand, MERCHANT fails to reimburse MAYA within three (3) banking days from receipt of written demand, MERCHANT hereby expressly authorizes MAYA 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 MAYA or any of its parent, subsidiaries and affiliates, which shall include Maya Bank, Inc. for purposes of this Agreement
d. . In case of failure or refusal of the MERCHANT to pay the full chargeback amount, MERCHANT shall be liable to MAYA for a one time penalty of 5% of the total amount due plus an interest of 3% of the total amount due per month, or a fraction thereof, until fully paid.
e. MAYA 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 MAYA for any duly paid Transaction Draft or Sales Slip, whether arising from a Chargeback Advice or such other amount due to MAYA under this Agreement, MAYA 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.
12. REFUND. If a Merchant asks MAYA to refund a customer of its transaction, this may only be performed if the MERCHANT has an existing settlement balance in its account where such refund will come from. Refunds may only be performed upon instructions of the Merchant, in writing, stating the particular customer to be refunded and the amount. MAYA may refuse to perform the refund if there are pending amounts due to the Merchant under this Agreement or any other products availed of by the Merchant with MAYA. MAYA may refuse at any time to perform a refund for the Merchant to its customer even if there are available funds. Performance of this service shall be subject to fees as stated by MAYA.
13. FRAUDULENT TRANSACTIONS AND COUNTERFEIT CARDS
a. 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 one purporting to be the Cardholder, the MERCHANT shall, without at any time informing the Cardholder or the purported Cardholder or arousing suspicion, immediately inform MAYA by calling MAYA Authorization and Fraud Department at the telephone numbers notified to the MERCHANT by MAYA for such purpose and comply with the instructions given by MAYA.
b. 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 MAYA’s request furnish to MAYA 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 MAYA with the following information: Name of Cardholder, Card Account Number and Card Expiry date of the Card.
c. 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.
d. 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 MAYA to breach the peace or injure any person or property, or make any defamatory statements or act illegally or unlawfully in any way, and MAYA shall not be liable for any such deed, act or conduct on the part of the MERCHANT, its employees and its representatives.
e. The approval codes given to the MERCHANT through MAYA’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, MAYA may opt to suspend the operation of the Mobile POS Terminal pending further investigation.
14. 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 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 MAYA.
Where MAYA suspects involvement of the MERCHANT and/ or its representatives in the Suspected Activity:
a. MAYA may investigate the matter by appointing an Investigating Officer and entrusting him with necessary powers;
b. The Investigating Officer may investigate the records of the MERCHANT relating to transactions of the Customers of MAYA and require any information or clarification from the MERCHANT or its Representatives;
c. MAYA shall have the right to require and/or ask for help of any government or outside agency in investigating frauds;
d. MAYA 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 MAYA. 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.
e. The MERCHANT, upon request by 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 Customers of MAYA without undue delay;
f. Where the Investigating Officer proves that the MERCHANT and/ or its representatives are involved in any offence committed against MAYA, MAYA shall have the right to take all or any of the following actions against the MERCHANT notwithstanding anything contained in this Agreement:
i. To cancel the any payment that may be due by MAYA to the MERCHANT;
ii. 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 MAYA to the MERCHANT as per the terms of this Agreement. In addition to the above, MAYA 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;
iii. 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 MERCHANT and/ or its Representatives in such offence.
iv. To terminate this Agreement with the MERCHANT without forthwith any notice; and
v. To take legal action against the MERCHANT, including criminal proceedings, as provided under Revised Penal Code and other applicable laws and regulations.
15. FRAUD TOOL
MAYA, through a third party provider, shall provide the MERCHANT with an add-on digital payments fraud prevention service to alleviate fraud through automated process of cross-checking with global databases and machine learning. MAYA shall Process data sets and feed transaction data to the fraud tool needed for the purpose of fraud detection and management.
a. MERCHANT shall:
1. Submit and provide to MAYA the data sets required for MAYA to perform its obligations under this section. “Cardholder Data” shall have the same meaning as defined by the PCI-DSS and shall be subject to the data sharing provisions stipulated herein.
2. Develop and make ready or available, for its own account, the website, platform or any relevant e-commerce system and ensure that the same is aligned to MAYA’s. This means, among others, that MERCHANT has done the needed configuration to achieve system match, compatibility or alignment and has submitted to MAYA the mandatory data fields/sets, as part of the system integration.
b. A transaction fee, in the amount as agreed by the Parties, will be added to the MERCHANT’s agreed Merchant Discount Rate (MDR) for every successful or approved transaction which is to be reflected in the daily settlement report.
c. The fraud tool indications represent a combination of factors that refer to a customer’s possible identity and not a representation that a particular transaction is entered into by the actual account holder or enforceable against the authorized account holder. MERCHANT acknowledges and agrees that availing the fraud tool does not constitute a guarantee, warranty or representation from MAYA that a particular transaction in (a) actually entered into by the actual authorized account holder; or (b) enforceable against the actual account holder. MAYA shall not be liable for any reversals, refunds, fraud losses or chargebacks related to the Solution.
16. 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 MAYA. Upon such approval, MERCHANT shall be bound by the rules governing installment as specified herein which may be modified and amended by MAYA from time to time, to wit:
a. 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.
b. 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 MAYA to the MERCHANT. MAYA reserves the right to change the rate on installment upon prior written noticed to the MERCHANT.
c. The minimum transaction for installment is P3,000.00 or such other amount as may be notified in writing by MAYA to the MERCHANT.
d. MERCHANT shall acquire prior authorization from MAYA for the amount being charged to the Credit Card. In requesting authorization for installment, MERCHANT shall provide MAYA 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.
e. 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 MAYA and request for the Authorization specifically for installment, MAYA may modify the approval process and the approving authority from time to time, as may be notified to MERCHANT.
f. The foregoing conditions shall govern only to installment and shall not apply to regular purchases not made on installment basis.
g. 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.
17. COMPLIANCE WITH RULES AND REGULATIONS
i. MERCHANT unconditionally agrees and warrants to MAYA 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.
ii. 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 MAYA -related services or requests.
iii. MERCHANT further agrees to be bound by and to comply with the Procedures and Guidelines for Card Payment Transaction Processing.
b. 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):
i. Complete description of goods and services (Make, Voltage requirements, product brand, measurement, weight, clothing size, etc.);
ii. Customer service contact information including: email addresses, telephone numbers, business addresses (including country code, toll- free and non-toll-free numbers, facsimile numbers, etc.);
iii. Country of domicile and applicable transaction currency;
iv. Comprehensive Return and Refund Policy;
v. Comprehensive Cancellation Policy;
vi. Comprehensive Delivery Policy;
vii. Address of MERCHANT where it is officially registered and located;
viii. Statement on Security Controls;
ix. Privacy Statement;
x. Marketing email message policy; and
xi. Such other information as may be required by MAYA, the laws, rules and regulations.
c. 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 networks.
i. Verified-By-Visa ® (3D Secure ®) for all Visa Transactions,
ii. MasterCard Secure Code ® for all MasterCard transactions,
iii. 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 MAYA.
a. A security deposit, a bond or a bank guarantee (herein “Security”), in the amount equivalent to 10% of the projected monthly throughput shall be required of the Merchant to cover for non-payment of chargebacks, penalties or fees accrued by the Merchant, upon MAYA’s assessment, discretion, and in accordance to policies and regulations governing MAYA.
b. In the event of a calamity or declaration of state of emergency which includes massive business stoppage that requires the Merchant to refund its clients, MAYA shall have the right to withhold any money/s of the Merchant in its possession, if in MAYA’s assessment, there is a reasonable ground to believe that Merchant does not have the capacity to pay in full these refunds/chargebacks when they become due.
c. MAYA shall have the right to put on hold all monies held by it in the name of the Merchant in the following instances:
i. During a Chargeback event
ii. If charges were incurred by MAYA from the Card Network because of a chargeback or a violation of the Merchant of any of the rules of the Card Network; or
iii. If there are claims against the Merchant and claim is still under investigation.
MAYA shall also have the right to off-set the amounts on hold for all monies due to MAYA under this provision.
d. Merchant also has the obligation to return the MDR that was received for each chargeback transaction, which MAYA has the right to off-set this before the settlement of the Merchant Account.
e. These amounts shall be applied to settle for the chargebacks/refunds as they become payable. Moreover, Merchant has the obligation to submit to MAYA the list of possible refunds/chargebacks that Merchant may incur covering the above period, upon request of MAYA or any of its authorized representatives.
f. If the Settlement Amount is not enough to pay MAYA all of the chargeback amount , together with the fees and MDR refund, Merchant shall reimburse the said amount immediately. Otherwise, MAYA shall have the right to impose a one-time penalty fee of 5% of the due amount and a monthly interest fee of 3% of the due amount.
g. In case of off-setting, MAYA shall charge the interest first, then penalties, the MDR refund, and lastly, the chargeback.
h. Security deposits shall be non-interest bearing and shall be returned to the MERCHANT after 30 days from termination of this Agreement, less any monetary obligations incurred by the MERCHANT in this Agreement.
i. MAYA, at any time and solely based on its reasonable assessment of the engagement with the Merchant, may require the MERCHANT to provide, or if already provided, to increase, its security deposit. Failure by the MERCHANT to provide the Security Deposit or such other acceptable security shall be a causes for non-activation, holding or suspension of transactions or termination of the Agreement.
19. USE OF MAYA DEVICE.
a. MERCHANT shall take care of any of MAYA’s hardware or device and materials deployed by MAYA, 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 MAYA’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.
b. MERCHANT shall use the MAYA’s POS within scope of the agreement. MERCHANT shall not transfer, lease, lend, mortgage, pledge, lien or in any other way dispose of MAYA’s POS. MERCHANT shall not transfer the MAYA’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;
c. Ownership of the MAYA’s POS will remain with the MAYA and/or its appointed vendor, service provider, or third-party. MERCHANT shall take care of the MAYA’s POS to the best of its ability and shall be liable for any damage incurred by the MAYA’s POS as a result of negligence, misuse or abuse, acts of nature, theft, robbery, or fire. Under such case, the cost of the MAYA’s POS will be borne by the MERCHANT d. MAYA shall also impose a penalty fee, equivalent to the published subscription fees of the MAYA hardware for each POS, in case the POS is not used for an uninterrupted period of 6 months.
20. 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.
21. CUSTOMIZED & VALUE-ADDED SERVICES. Should there be customized solutions required by the MERCHANT, MAYA has the right to charge the merchant based on the services rendered.
22. USE OF MERCHANT’S NAME. MAYA, without need of consent from the MERCHANT, may include the MERCHANT’s name, address and telephone numbers in MAYA’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.
23. INTELLECTUAL PROPERTY. Except for rights expressly granted under this agreement, nothing in this Agreement will function to transfer any of either party's Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement.
Unless otherwise expressly allowed herein, Merchant shall obtain the prior written approval of MAYA for all press releases, and promotional and advertising materials to be used in connection with this Agreement or provisions hereof or in connection with MAYA’s services or products or contain MAYA’s trademarks, service marks, trade names, logos or other corporate identifiers.
24. 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 MAYA 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.
a. 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.
b. The use or display of any Mark does not give a Merchant or ATM owner any ownership or interest in the Mark.
c. MERCHANT must display the WeChat, MasterCard, Visa, JCB and other Card Network Acceptance Marks
i. 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.
ii. 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.
iii. 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.
d. 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.
25. 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 MAYA 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. MAYA 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;
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.
26. REVIEW. The MERCHANT acknowledges that MAYA has the right to conduct a regular review and evaluation of the over-all performance of MERCHANT’s obligations under this Agreement. Should MAYA determine, based on such criteria and conditions as it deems appropriate, that the MERCHANT has failed to satisfactorily comply with its obligations hereunder, MAYA shall have the option to terminate this Agreement.
27. LOYALTY/PROMOTIONAL PROGRAM. The MERCHANT hereby agrees to participate in loyalty/promotional programs which may be developed and implemented by MAYA, 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 MAYA’s prior written consent MAYA shall not be liable in case of failure of MERCHANT to fulfill MERCHANT’S obligations under its own loyalty/promotional program and hold MAYA free and harmless from any liability and claims from its customers/clients/sub-merchants and any third party.
28. REMOVAL AND CESSATION OF BUSINESS. The MERCHANT shall inform MAYA of any removal of outlets or offices or transfer of business location 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, MAYA hereby reserves the right to terminate this Agreement in accordance with Effectivity/Termination clause hereof.
a. 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.
b. The MERCHANT will not, without the prior written consent of MAYA use or disclose information howsoever obtained and in whatsoever form on the business of MAYA 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.
c. Upon prior notice, the MERCHANT agrees to allow MAYA, 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.
30. DISCLOSURE. The MERCHANT hereby authorizes MAYA 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 and for MAYA to obtain such information from any such party. This may be for purpose of law enforcement and investigations, audit, marketing, analytics and other such cases where MAYA shall be obligated within law and regulation to disclose such information.
31. DATA PRIVACY.
Whenever applicable, in the performance of the Services herein, the Merchant 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. The Merchant, its officers, employees, agents, and representatives, shall, among others:
a. Process personal data only upon the documented instructions of MAYA, including transfers of personal data to another country or an international organization, unless such transfer is authorized by law;
b. Implement such measures and systems that will allow data subjects to exercise any or all of their rights as provided under the Data Privacy Act of 2012;
c. 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 Data Privacy Act of 2012 or any other applicable law or regulation;
d. 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;
e. Not to engage another processor without prior instruction from MAYA: 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;
f. In case of a reportable data breach, promptly notify MAYA within seventy-two (72) hours from the time of discovery, to enable MAYA to notify the National Privacy Commission and the affected data subject or subscriber 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 MAYA, the Merchant, or the National Privacy Commission believes that such unauthorized acquisition is likely to give rise to a real risk of serious harm to any affected data subject or customer;
g. Promptly inform MAYA if, in its opinion, any instructions of MAYA 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;
h. Assist MAYA 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 the Merchant;
i. At the choice of MAYA, 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; and
j. Include all the foregoing in the privacy and security policy of the Merchant.
MAYA shall have the right to test and monitor compliance by the Merchant with the aforementioned data privacy laws, administrative orders, and government issuances, and the provisions of this paragraph. The Merchant shall make available to MAYA 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 MAYA or another auditor mandated by the latter. Tha Merchant also agrees to immediately correct or introduce improvements to its system should the results show failure by the Merchant to comply with the requirements of this paragraph, without prejudice to other remedies available to the MAYA under this Document.
Notify CLIENT as soon as it is reasonable to do so under the circumstances.
32. 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 MAYA, 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.
33. LIMITATION OF LIABILITIES
Disclaimer of Warranties
a. MAYA 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 MAYA in connection with these services except for MAYA’s gross negligence and willful default and the MERCHANT shall indemnify MAYA for any claims arising therefrom.
b. 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, MAYA 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 failure or error in the Equipment, the programmes, the data or the System.
a. The MERCHANT agrees to indemnify, defend and hold harmless MAYA, its subsidiaries and affiliates, which shall include Maya Bank, Inc. for purposes of this Agreement, 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:
i. breach of, or failure to perform, any obligation of MERCHANT contained in this Agreement,
ii. the gross negligence or willful misconduct of the MERCHANT, or
iii. 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”.
b. The MERCHANT may be penalized by MAYA 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 MAYA.
c. MAYA agrees to indemnify, defend and hold harmless the MERCHANT, its subsidiaries and affiliates, , which shall include Maya Bank, Inc. for purposes of this Agreement, 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 MAYA contained in this Agreement, or (b) the gross negligence or willful misconduct of MAYA.
d. In no event shall MAYA 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 MAYA and/or the MERCHANT have been advised of the possibility of such damages.
e. MAYA’s liability for damages under this Agreement shall not exceed the amount of the total MDR paid by MERCHANT to MAYA during the last twelve (12) months from the occurrence of the event that caused the damage.
((Optional Provision: MERCHANT shall have the option to put up a liability insurance to answer for .any of the MERCHANT’s liability from fraud or negligence, breach of confidentiality, breach of data privacy, or breach of IP provisions and laws.))
34. JOINT AND SEVERAL OR SOLIDARY LIABILITY. By signing this agreement, MAYA and Merchant agree that both shall be solidary liable for the obligations to third parties.
35. LIQUIDATED DAMAGES. Whenever incidents of material breach of this Agreement or when MERCHANT violates any of the material rules in this Agreement, including Card Scheme rules or regulatory rules, MAYA shall have the right to collect liquidated damages of at least 25% for every material violation.
36. TAXATION. All fees paid/payable to MAYA 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.
MAYA shall pay the MERCHANT the full amount in the Merchant Payment File generated by the System, net of the MDR 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 MDR from MAYA provided that MERCHANT shall first provide MAYA with a copy of the basis or proof of the MERCHANT’S obligation to withhold tax. Thereafter, the MERCHANT shall furnish MAYA with the corresponding Certificate of Tax Withheld not later than twenty (20) days after the end of each quarter.
37. CROSS DEFAULT. MAYA may terminate this Agreement if Merchant, its stockholders, directors, officers, employees or agents: (a) commit fraud against MAYA in this Agreement or any other agreement where Merchant and MAYA is a party therein; or (b) Merchant does not comply with material requirements of MAYA with regards to the compliance of AML rules, Card Network rules, PCI-DSS rules, Corporate Governance rules or any given policies of MAYA.
a. MERCHANT shall not terminate this Agreement on the first year of the effectivity thereof, otherwise, MERCHANT shall be liable to pay a penalty fee, equivalent to the monthly lease of the POS and cost of maintenance of the Merchant’s account for each MAYA Device.
b. MAYA reserves the right to unilaterally terminate this Agreement, upon notice to the MERCHANT, in case the MERCHANT, as solely determined by MAYA, has committed acts prejudicial to the interest of MAYA or if any of the terms and conditions contained herein is violated or when MAYA, 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 MAYA or MasterCard, Visa, JCB International and other card networks.
c. In the event that the MERCHANT shall decide to dispose of or discontinue its business, MAYA shall be given at least sixty (60) days prior written notice, provided that, the MERCHANT have presented all completed transactions to MAYA's representative at the time of termination. If completed transactions cannot be presented, provisions of Section 16 on Security shall take place.
d. In the event that the MERCHANT has not submitted complete required documents or paid the fees for any of the MAYA products or features for its services, MAYA has the right not to activate, or on-board, or hold settlement or suspend transactions, or even deactivate or terminate this Agreement.
e. MAYA shall have the right to terminate this Agreement, at will, by giving notice to the MERCHANT, at least sixty (60) days before the intended date of termination.
f. Either Party may terminate this Agreement effective immediately upon written notice, in the event that the other Party breaches this Agreement through fraudulent means; commits material breach; enters into a merger, consolidation with another entity and such Party is not the surviving entity; or becomes insolvent or bankrupt, discontinues business or adopts a resolution providing for dissolution or liquidation.
g. MAYA 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 MAYA (b) no integration performed (c) merchant account were not migrated to Test and Production.
h. 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.
i. In the event of termination, the MERCHANT shall return to MAYA all materials pertaining to the MAYA program, including but not limited to MAYA 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.
39. 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, MAYA may send notices, communications, correspondences via email sent to email address provided by the MERCHANT.
40. AMENDMENTS. Parties may amend any provision in this Agreement only upon written consent of the other Party. In instances where MAYA needs to amend any provision in this Agreement by reason of changes in the law, rules or regulation, and the MERCHANT does not agree with such amendment, MERCHANT may terminate this Agreement upon written notice, thirty (30) days before the intended date of termination.
41. 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.
42. 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 for chargeback events where monies are due to MAYA or where such events are direct results of the party’s gross negligence or willful misconduct.
43. 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.
44. AUTHORITY. Each of the Parties represents and warrants to the other that 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.
45. 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 MAYA.
46. 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.
47. 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. This includes but is not limited to policies and procedures by the Card Schemes and BSP.
48. 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.
49. 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 MAYA in writing before the date of execution of the relevant agreement.
50. REPORTING. In case of any violation of the two preceding sections or the Corporate Governance Policies of MAYA by any of 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 firstname.lastname@example.org or by calling +632 8424-1803, from 9am to 6pm, Philippine Time, Mondays through Fridays, except holidays.
THE MERCHANT THROUGH ITS DULY AUTHORIZED REPRESENTATIVE WHOSE SIGNATURE APPEARS HEREIN AND IN THE AVAILMENT DOCUMENT/S EXPRESSLY REPRESENTS THAT IT HAS CAREFULLY READ ALL THE PROVISIONS OF THIS AGREEMENT AND HAS UNDERSTOOD ALL THE TERMS AND CONDITIONS STATED HEREIN WITH APPROPRIATE ADVICE FROM ITS ADVISERS AS IT DEEMED NECESSARY. THE MERCHANT FURTHER REPRESENTS THAT AT THE TIME IT HAS SIGNED THIS AGREEMENT DULY AUTHORIZED REPRESENTATIVE WHOSE SIGNATURE APPEARS HEREIN AND IN THE AVAILMENT DOCUMENT/S, ALL THE BLANK SPACES HAVE BEEN CORRECTLY AND COMPLETELY FILLED OUT.