a. PPS-PEPP Financial Services Corp. is a duly registered company engaged in the business of electronic money (“e-money”), and other services and/or activities related or incidental to the business of e-money, including but not limited to, online bills payment, electronic loading, electronic money transfer, and other online payment services (“eServices”), through the PalawanPay digital platform or mobile application.
b. PalawanPay Money Shop (PMS) refers to establishments (small to medium enterprises, giving accreditation to conduct selected PalawanPay transactions including Cash In, Cash Out, Bills Payment and E-loading.
2. SERVICES. The PalawanPay Services, which the PMS will engage in and help market shall be Cash-In, Cash-Out, Bills Payment and Buy Load. PalawanPay may include additional services as may hereafter be added at its sole option subject to the written conformity of the PMS.
3. PMS’S OBLIGATION.
a. PMS shall be responsible for the prompt filing of its business permits and other related business licenses requirements in the areas of operation of its approved location(s).
b. PMS shall make available the PalawanPay Services to the customer.
c. The PMS shall comply with all accreditation and training requirements. PalawanPay reserves the right to terminate the accreditation of the PMS, upon prior notice to the latter.
d. PMS must have at least one (1) individual present ready to perform any PalawanPay Services transaction at the location. The identities of all individual representative/s shall be divulged by the PMS to PalawanPay upon execution of this Agreement, and shall immediately inform PalawanPay for any changes thereof.
e. PMS shall have an adequate ready cash in its location(s) that will be used for PalawanPay Services. The PMS must be available for at least a minimum of eight (8 hours) per business day to market and sell the PalawanPay Services.
f. PMS shall help market PalawanPay Services as well as other services to be offered in the future to customers in order to expand the PalawanPay’s existing customer network in the market.
g. PMS shall report immediately to PalawanPay either via phone (0919 058 0588), email (firstname.lastname@example.org),any suspicious or fraudulent transaction and suspected data breach.
h. If the PMS has entered an incorrect transaction that the client has not requested, it is obligated to enter and process the right and appropriate transaction without additional payment from the customer.
i. PMS shall be responsible for the confidentiality and maintenance of his/her access credentials. The PMS shall only use the access privileges given to him/her for official business only. The PMS shall NOT share his/her account and password with anyone. The PMS shall protect his/her account and password against unauthorized use and disclosure.
j. PMS shall not claim the benefit of Force Majeure in any event beyond its reasonable control, including but not limited to acts of God, earthquakes, storms, fires, floods, wars, terrorist acts, strikes, lockdowns, or governmental acts or regulations as a direct result of the affected party's own action(s) or inaction, or the action(s) or inaction of its affiliates, sub-contractors, or other persons under its control.
All PalawanPay transactions and activities made in the system are conclusively presumed to be done by the PMS, and shall be liable thereof. The PMS has the option to change his/her password from time to time as he/she deems necessary. In case the access credentials were compromised, the PMS shall immediately inform PalawanPay within twenty-four (24) hours via phone number at 0998-058-0588 or email at email@example.com.
Cancellation/deactivation of the system access shall be processed only upon proper authentication of the phone call. All unauthorized activities and transactions made thru the PalawanPay System/e-Money Account prior to the reporting of the incident shall be the liability of the PMS.
4. PALAWANPAY FEES AND PMS SERVICE FEES. The PMS shall be entitled to receive commission out of the service fees in every transaction. Below is the schedule of commission sharing per type of services. Please refer to the full terms and conditions email.
PalawanPay may adjust the prescribed Fees and/or Rates, as needed, and shall communicate to the PMS the new PalawanPay Fees and corresponding PMS Service Fees, including their respective effectivity dates.
5. SPECIAL TERMS:
I. PMS WALLET. A PalawanPay Wallet shall be created for each PMS.
a. PMS can top-up its PalawanPay wallet by initiating a bank transfer to PFSC or to any Palawan Pawnshop branches nationwide and provide PalawanPay proof of the said transfer to PFSC mailbox at firstname.lastname@example.org. If the wallet top-up is initiated thru bank transfer, PMS shall remit fund to the following designated bank account.
II. ADVERTISING MATERIALS. The PMS likewise undertakes to boost PalawanPay advertising campaign, by displaying in conspicuous place/s within its premises, advertising materials, such as, among others, pamphlets, PalawanPay stickers, tarpaulins, to make it easily known to the general public, that such PMS offers PalawanPay services.
III. PROTECTION AGAINST FRAUD POLICY. PalawanPay requires all PMS to exert all the necessary efforts to prevent any occurrence of fraudulent transactions and activities.
Thus, PalawanPay reserves its right to receive reports from PMS’ customers, of any abuse or unauthorized use of services, or any fraudulent transactions. If PalawanPay finds and/or suspects any fraudulent transactions ort activities involving a certain PMS, PalawanPay, may, on its discretion, automatically block said transaction. PalawanPay also reserves the right to automatically deactivate the account of a PMS that is found to have been intentionally involved in any fraudulent transactions.
If fraud is committed by a PMS, the latter’s employee, agents, officers, or representatives, PalawanPay shall be entitled to resort to any of the following remedies, alternatively or in combination:
a. Terminate this Agreement;
b. Deactivation of PalawanPay Wallet;
c. Disqualification of a PMS involved in the fraud;
d. Blacklisting employees, officers, agents or representatives of a PMS who are directly involved in the fraud
e. Recovery of the costs and expenses incurred by PalawanPay by reason of the fraud.
6. TAXES. National and local taxes incidental to or arising from this Agreement which the National and/or local governments of the Philippines are authorized to impose shall be for the account of the Party, either PalawanPay, or the PMS, from whom said tax is due, pursuant to law and government regulations.
7. AUDIT. The PMS expressly authorizes the auditors of PalawanPay, or other competent authority to provide access to the transaction records in its custody in relation to this Agreement. The PMS shall promptly grant the representatives of the PalawanPay or such other authority the requested access; provided, that said audit shall be limited only to the documents or information pertinent to this Agreement including, but not limited to, operations and financial information of the parties. The PMS shall promptly comply with the recommended corrective action in any audit finding.
8. CONFIDENTIALITY. Both Parties acknowledge that they may gain access to the other’s confidential information in the course of performing their obligations herein.
PalawanPay and PMS undertake not to disclose to any third party, except if required by law, or any confidential business information. Both parties shall ensure that their respective personnel shall strictly comply with all existing laws and regulations regarding the confidentiality of such information.
Each party shall treat confidential information they received from the other with the same degree of care it does with its own proprietary information.
9. DATA PRIVACY. The PMS shall fulfill the following obligations whenever it processes personal data for or on behalf of PalawanPay:
a. It shall comply with all applicable data protection laws and policies.
b. It shall process the personal data only upon the documented instructions of PalawanPay, including the provisions of this Agreement. It shall ensure that the personal data it processes are kept accurate, complete, and, where appropriate, up to date.
c. It shall implement appropriate organizational, technical, and physical security measures necessary to ensure the protection of personal data. When requested by PalawanPay, it shall demonstrate the existence of such measures, including the submission of applicable or relevant policies or forms.
d. In the event of a security incident, it shall immediately notify PalawanPay of such incident, when so warranted, in accordance with applicable policies of the National Privacy Commission (NPC). It shall also carry out the necessary steps to investigate and resolve such incident.
e. It shall assist PalawanPay in respecting and upholding the rights of individuals relative to their personal data, as provided under all applicable data protection laws. This may mean addressing their queries, complaints, and requests for access to or correction of their personal data on behalf of PalawanPay: Provided, that the PMS shall not perform an act or respond to a query without appropriate instructions or guidance from PalawanPay. The PMS shall at all times relay to PalawanPay requests by customers or recipients to exercise their rights in relation to their personal data.
f. It shall not outsource or subcontract its obligations under this Agreement to other person/s and/or organization/s without the prior written authorization of PalawanPay. Where it is able to obtain such authorization, it shall ensure that its obligations relating to data protection are also imposed on the third party, including the latter’s employees and agents, if any.
g. Unless authorized in writing by PalawanPay or required by this Agreement, it shall refrain from processing the personal data outside the Philippines, including those it has outsourced or subcontracted to third parties. When so authorized, it shall ensure that the personal data are covered by a comparable level of protection in the foreign jurisdictions.
h. It shall deal promptly and properly with all inquiries from PPG relating to its processing of personal data. This includes allowing for and contributing to audits and inspections to be conducted by PalawanPay or another auditor mandated by the latter.
i. It shall ensure its own compliance with applicable data protection laws and policies. This includes making available to PPG all information necessary to demonstrate such compliance.
j. Unless otherwise required by law, it shall return, delete, destroy, or dispose of the personal data in a safe and secure manner within fifteen (15) days after the termination of this Agreement. When so requested by PalawanPay, it shall certify in writing its compliance with this obligation within fifteen (15) days from receipt of such request.
k. It shall immediately inform PalawanPay if, in its opinion, an instruction by the latter infringes any applicable data protection law or policy.
10. CONTACT INFORMATION. Whenever required or necessary to inform, notify, or report to PalawanPay under or in connection with this Agreement, the PMS shall contact PalawanPay via the following communication channels:
Contact Number : 0998-058-0588
Email Address : email@example.com
11. INDEMNIFICATION. PMS shall indemnify and hold PalawanPay, its officers, PMS, directors, stockholders and employees free and harmless from and against any and all damages, liabilities, costs and expenses, including attorney’s fees, resulting from its breach of the warranties, representations and obligations contained in this Agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Philippines. In the event of suit arising out of or in accordance with this Agreement, it shall be brought to the proper courts of Makati City only.
13. WAIVER. The waiver by either party of a breach of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission by either party in exercising any right that it may have under this Agreement operate as a waiver of any breach or default by the other party.
14. RELATIONSHIP. This Agreement does not constitute a partnership agreement, joint venture or agency relationship between the parties. It is specifically understood that the PMS is an independent contractor and that it shall be responsible for and assume all of the obligations to its personnel performing services in connection with the Agreement.
15. ASSIGNMENT. Except as otherwise provided herein, neither this Agreement nor any interest under it shall be assignable by either Party without the express written consent of the other Party.
16. ACCOUNT DEACTIVATION. PMS may choose to deactivate its account by contacting PalawanPay's authorized representative. Once the deactivation request is approved, the deactivation of the account will take effect immediately. Any existing balance in the PMS wallet must be transferred to the PMS designated bank account or personal PalawanPay account before deactivation, otherwise, the balance will not be withdrawn or used in any services in the PMS portal.
a. PalawanPay may immediately terminate this Agreement in case of a PMS’ material breach or fraud in the use of PalawanPay services.
b. Either Party may terminate this Agreement effective immediately upon written notice, in the event that the other Party enters into a merger; consolidation with another entity and such Party is not the surviving entity, becomes insolvent or bankrupt, discontinues business or adopts a resolution providing for dissolution or liquidation.
c. Either Party may terminate this Agreement without cause by giving the other Party written notice of at least thirty (30) days prior to intended date of termination.
Immediately upon termination of this Agreement:
a. PMS shall return to PalawanPay all its related promotional/marketing materials, unused supplies, equipment provided to Partner pursuant to this Agreement;
b. PMS shall return to PalawanPay or shall destroy in accordance with PalawanPay’s instruction, all copies of confidential information supplied by PalawanyPay to PMS or to which PMS may have gained access to.
All terms and conditions under this Agreement shall become effective upon agreeing to this Agreement.