PICCOPAY GENERAL TERMS & CONDITIONS

GENERAL POLICIES

PICCOPAY and MERCHANT shall ensure the security and confidentiality of all information captured from all parties involved.

PICCOPAY will require certain information to be entered by the CLIENT/ SHOPPER to authenticate his or her identity and authorize access to his or her fund sources and shall ensure the security and confidentiality of these information. At any time that the security and confidentiality of the above-mentioned CLIENT/ SHOPPER information is threatened, PICCOPAY shall suspend the implementation of the said gateway facility until such time as the threat or deficiency is corrected to the satisfaction of PICCOPAY.

The PICCOPAY payment screen is intended to be filled out only by the CLIENT himself or herself with his or her financial details. To ensure security, privacy and confidentiality, MERCHANT is not allowed to enter data on behalf of the CLIENT.

PICCOPAY reserves the right to temporarily or permanently suspend its services to MERCHANT due to a high fraud rate, any unethical business practice, violation of the terms and conditions defined in this Terms, or any other unauthorized use of the service. MERCHANT has to submit an explanation or clarification prior to PICCOPAY's reactivation of the service. Should MERCHANT be able to satisfactorily answer all concerns, PICCOPAY will reactivate service within 24 hours.
All MERCHANT transactions processed by PICCOPAY shall be included in the reports and electronic files to be generated therein. These shall contain the minimum information agreed upon by PICCOPAY and MERCHANT. Payment transactions shall be settled on the terms agreed upon and defined in the "Service Quotation".

A joint effort between MERCHANT and PICCOPAY shall be made to market the latter to their respective CLIENTS. The parties shall keep copies of reports and files for reconciliation and future reference for a period of no less than six (6) months from the transaction date. PICCOPAY reserves the right to add/modify/remove payment methods from PICCOPAY website without prior notice, based on the terms and conditions of our payment partners and any modifications that may arise subsequently. However, this is subject to the condition that MERCHANT should be given due notice of such change/s. Moreover, PICCOPAY further reserves the right to withhold settlement funds due to a high fraud rate, any unethical business practice, violation of the terms and conditions defined in this Agreement, or any other unauthorized use of the service.

RESPONSIBILITIES OF MERCHANT

MERCHANT shall set up an interface to connect their website to PICCOPAY to allow payments using PICCOPAY. Unless otherwise agreed upon, MERCHANT shall shoulder the cost of hardware, software development, routers/modems, leased lines for production and testing/back- up purposes, and other items that may be necessary to connect the MERCHANT system to the PICCOPAY service.

MERCHANT agrees that the PICCOPAY service will be used solely for the website, products, and services as defined in the Service Specification. Should changes to these details be necessary, MERCHANT must inform and get clearance in writing from PICCOPAY. Failure to do so may warrant a suspension or termination of the PICCOPAY service by the same after proper investigation and notice to MERCHANT.

MERCHANT is prohibited from using the service to receive payments for narcotics; unauthorized gaming; objectionable sexual materials such as child pornography; products infringing on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; or any other products or services prohibited by law. MERCHANT agrees that damages incurred by PICCOPAY as a result of these activities, including fines and other related legal expenses, will be payable by MERCHANT.

The MERCHANT shall adopt the PICCOPAY cut-off time if defined in the Service Specification for the purpose of transaction reporting, settlement and reconciliation. In case there is a need to credit back a CLIENT's account due to an erroneous payment or fraud, MERCHANT agrees to PICCOPAY deducting the contested amount from the unsettled transactions to MERCHANT. If the unsettled transactions are insufficient to cover the amount to be credited back, MERCHANT agrees to pay PICCOPAY the amount due immediately upon demand.

The MERCHANT shall commit and ensure correct application of payment of customers. MERCHANT shall shoulder the risk and legal consequences of non-delivery or erroneous delivery of product/service, non-application or erroneous application of payment, or erroneous advice to refund. MERCHANT shall set up a Help Desk that will handle all of its customer queries and complaints relating to the online purchase of products/services and payment via PICCOPAY. MERCHANT should clearly indicate the contact details of the Help Desk on its website. The contact details should include the office address, email address and telephone numbers at the minimum.

MERCHANT shall shoulder the financial risk of error or fraud committed by its CLIENTs, employees and suppliers. Accordingly, PICCOPAY shall not be liable for reimbursements, payments, set-off or deductions for amounts that may have been erroneously or fraudulently obtained by such third persons.

MERCHANT acknowledges that the copyright, designs, trademarks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in the PICCOPAY Solutions, PICCOPAY Technologies, PICCOPAY software and the PICCOPAY Marks (collectively the Materials) are the sole and exclusive property of PICCOPAY and/or its licensors. MERCHANT further undertakes not to challenge, dispute or question such sole and exclusive property.

MERCHANT further agrees and undertakes that save as expressly permitted in this Agreement by PICCOPAY, it shall not without PICCOPAY’s prior written consent, perform the following: reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of the PICCOPAY Website or the Materials; or create or use derivative works from the Materials or create any hyperlink of any sort or manner to or from the PICCOPAY Website from or to any other website or use any part of the Materials contained at the PICCOPAY Website or any other server.

MERCHANT shall make its CLIENTs aware of this PICCOPAY service by carrying the PICCOPAY logo within the MERCHANT website especially in the screens where payments are prompted and processed, as well as in any of its advertisements and marketing communication material of whatever form or medium. PICCOPAY hereby grants MERCHANT the right to use the logo of PICCOPAY for this purpose. MERCHANT shall offer the PICCOPAY facility packaged as part of its own product/service. In any case, MERCHANT shall coordinate with PICCOPAY and enforce the latter’s policies, standards and procedures across its client base.

MERCHANT shall ensure and apply for all payments in their financial books in conformity to the amounts stated in the reports of PICCOPAY. If for some reason but without fault or negligence of PICCOPAY, MERCHANT makes a billing and/or terminates its agreement with its partner or a CLIENT whose account has been paid through PICCOPAY, MERCHANT shall be solely liable to whosoever suffers damages.

MERCHANT, with its prior consent, hereby undertakes to reimburse, upon demand, PICCOPAY for any such amount they may pay in settlement of the claim, in the event damages are claimed against PICCOPAY and the latter decides to settle the claim, regardless of whether judicial action was initiated or not; provided that the event which serves as the basis of such claim was not due to any fault or negligence on the part of PICCOPAY and its employees. Any discrepancy in the billing amount and the amount paid by the CLIENT, as well as any complaint arising from the billing made by MERCHANT to its CLIENTS, shall be referred to MERCHANT for immediate investigation and settlement.

MERCHANT shall allow PICCOPAY the concession of making the required adjustments within one week without any adverse consequence on the CLIENT or any liability on PICCOPAY for payments not credited, provided that the delay in crediting was unavoidable or beyond their control. MERCHANT shall pay PICCOPAY the fees as stated in 'Service Quotation' to avail of the PICCOPAY Solution through existing and future payment channels.

RESPONSIBILITIES OF PICCOPAY

PICCOPAY shall operate and maintain the PICCOPAY infrastructure 24 hours a day, 7 days a week.

PICCOPAY shall provide MERCHANT with relevant systems documentation of its existing infrastructure to enable the latter to build the required interface programs. PICCOPAY shall support MERCHANT in all phases of systems development and project implementation.

PICCOPAY shall accept and process payments through the channels available through PICCOPAY.

PICCOPAY shall credit account of MERCHANT for the payments and collections from PICCOPAY, as a result of payments initiated from the MERCHANT website.

PICCOPAY shall provide MERCHANT with a Statement of Account-based on an agreed schedule to show the amounts credited or debited for review and reconciliation purposes.

PICCOPAY shall undertake the necessary security measures to reduce fraud but shall not guarantee a completely fraud-free environment. Nevertheless, PICCOPAY shall be held liable for errors or fraud committed due to the fault or negligence of its employees.

PICCOPAY may help promote the products or services offered by MERCHANT, based on MERCHANT's concurrence and approval, through PICCOPAY's marketing and public relations activities including, but not limited to: website announcements, banner ads, and press releases.

REPRESENTATIONS AND WARRANTIES

MERCHANT hereby represents and warrants that is duly licensed and has the right to market, distribute and sell its products or services online.

MERCHANT warrants that it is allowed, licensed and authorized to set up the subject website and/or link and that its principal, if any, has given its consent to set up, create, and maintain the website and/or link.

MERCHANT warrants that the Content it shall provide or will further provide PICCOPAY does not infringe upon any copyright, trademark or other proprietary rights of third parties and hereby holds PICCOPAY free and harmless from all claims for infringement of any intellectual property.

All products or services advertised and appearing at the website and/or link are genuine or in the state as advertised, described and/or represented therein.

MERCHANT shall hold PICCOPAY free and harmless from all liability from its CLIENTS for the quality and delivery of its products or services as a result of the implementation of this Agreement.

For negligence caused damages, PICCOPAY is only liable if such damage is caused by the breach of fundamental contractual duties. Fundamental contractual duties are such duties which are essential or make it possible to comply with the Agreement and whereas the other contractual Party can duly rely upon the Party's compliance to such duty.

As far as PICCOPAY is generally liable for slight negligence, the scope of the liability is limited as follows: There is no liability for loss of profits. For all remaining damages the liability is limited to a maximum amount of the monthly base fee per claim and a maximum amount of 3 times the monthly base fee per calendar year for the sum of all damages, which occur within the period of this contractual year. IF A MONTHLY BASE FEE IS NO COMPONENT OF THE MONTHLY PAYMENTS MADE BY CLIENT, THE MAXIMUM AMOUNT IS USD 3,500.00 (Three Thousand Five Hundred US Dollars).

MISCELLANEOUS

This Agreement shall take effect upon its signing by the parties and shall remain in force for an initial term of one (1) year, renewable every year thereafter unless otherwise terminated upon the request of either party, by giving the other party a written notice at least three (3) months in advance of its termination.

All information disclosed and exchanged between PICCOPAY and MERCHANT made in the course of discussions, studies, or other work undertaken between the parties, shall be considered as Confidential Information. It is understood that said Confidential Information should not be distributed, disclosed or disseminated, and should only be known to employees who need to know such information for the purpose for which it is disclosed.

This Agreement shall be subject to periodic review, and may be modified or amended upon mutual consent of the parties. Any and all amendments to this Agreement shall be implemented only after the parties shall have mutually signified their conformity in writing.

No provision of this Agreement shall be deemed to have been waived or modified unless such waiver or modification shall be evidenced by a written instrument that is signed by all parties hereto and any such waiver or modification shall apply only to such terms or conditions expressly noted in said written instrument.

This Agreement may not be transferred or assigned without the prior written consent of both parties. For all actions or lawsuits arising out or in connection with this Agreement, the venue shall be in the proper courts of the Republic of the Philippines to the exclusion of all other venues. This Agreement shall be governed by Philippine Law.

PICCOPAY shall not be liable for any loss, damage or delay caused by war, riots, civil commotion, strikes, lock-outs, labor disputes or other such causes or contingencies beyond its reasonable control which prevents or delays it in performing any obligation arising out of this Agreement. Should such an event prevent PICCOPAY from complying with any of its obligations under the Agreement for a period of at least seven (7) days, MERCHANT may terminate the Agreement immediately upon written notice.