DIGIPAY - refers to FSG TECHNOLOGY VENTURES, INC., a corporation duly organized and existing under the laws of the Philippines, with office address at 6/F G Business Hub, 728 Shaw Blvd., Brgy. Wack-wack Greenhills East, Mandaluyong City.
AGENT - refers to a duly registered individual or establishment set up by the Applicant and authorized by DIGIPAY to provide any or all of the Services, as defined under these Terms and Conditions.
DIGIPAY PLATFORM – is a digital payments and financial services application with a biller/merchant ecosystem and interoperable back-end that may be accessed and used by the AGENT through web or mobile formats.
PARTY or PARTIES – refers to either DIGIPAY or AGENT, or both DIGIPAY and AGENT, respectively.
DIGIPAY hereby authorizes the AGENT to offer the services enumerated below to AGENT’s customers, as and when available in the Digipay Platform (hereinafter, “Services”):
DIGIPAY shall provide the AGENT access to the Digipay Platform through an individual log-in account, which shall include a virtual wallet or settlement account (“Digipay Account”), to enable the delivery of the Services.
The AGENT must adhere to the following requirements set by DIGIPAY:
DIGIPAY reserves the right to mandate the rates, including but not limited to service fees, of all Services. The AGENT shall strictly implement the mandated pricing.
Agent must perform the following for every transaction:
AGENT is required to report in writing to DIGIPAY transactions that are considered suspicious/fraudulent under the AMLA within two (2) calendar days from the date of the relevant transaction.
AGENT is responsible for providing the necessary equipment, such as a computer, tablet or smartphone, with a data plan or Internet connectivity, to be used for the Services, as well as dedicated personnel to process its transactions using the Digipay Platform; provided that, the materials to be used by the AGENT and its branches/locations must be compliant with the minimum standards required by DIGIPAY.
To ensure that the AGENT complies with the proper KYC verification, policies and procedures prescribed by DIGIPAY and relevant government authorities, and is always able to accept transactions, the AGENT must pass the mystery shopper/audit to be conducted by and in accordance with the standards of DIGIPAY. In the event that the AGENT fails the audit, the Agent shall be penalized as follows:
All national and local taxes of whatever nature incidental to or arising in connection with provision by the AGENT of the Services shall be for its sole account.
DIGIPAY shall provide merchandising and marketing support to AGENT. The AGENT shall not reproduce, alter, modify or create derivatives of the merchandising/marketing materials without the consent of DIGIPAY.
DIGIPAY shall provide a customer support hotline which shall be available to the AGENT on Mondays to Fridays from 8:00am to 7:00pm, and on Saturdays from 8:00am to 6:00pm, excluding legal holidays and days on which the proper government authorities have mandated a stoppage of operations or a decrease in employees’ working hours, such as but not limited to due to community quarantine or other similar emergency situations.
A. The details in the system confirmation message after every transaction by the AGENT and/or the entries in the system transaction logs for the AGENT’s Digipay Account are presumed true and correct, unless the AGENT notifies DIGIPAY in writing of any disputes thereon within three (3) business days from the date of transaction. If no dispute is reported within the said period, all transactions and the entries in the system transaction log will be considered conclusively true and correct.
B. There shall be no reversals for transactions made through the Digipay Platform and erroneous transactions made by the AGENT. Disputed transactions shall only be credited back to the AGENT’s Digipay Account once the claim/dispute has been properly processed, investigated, and proven to be in favor of the AGENT, as determined by DIGIPAY. Only DIGIPAY can effect transaction reversals or credit back of transaction value to the AGENT’s Digipay Account.
C. DIGIPAY shall have the right, within thirty (30) calendar days from the conclusion of each transaction by the AGENT, to review and/or make the necessary correction or reconciliation to AGENT's Digipay Account in case of any error in debiting, crediting, or mis-posting of any amount (any and all of which shall be referred to as “Amounts Due”) for whatever cause such as but not limited to system, facility, employee, third-party, or communication error. AGENT hereby agrees and undertakes to immediately return to DIGIPAY the Amounts Due without need of notice or demand. For this purpose, AGENT irrevocably authorizes DIGIPAY to effect the reconciliation and necessary debiting of funds from the AGENT's Digipay Account to the extent of the Amounts Due, without need of further act and deed, and without DIGIPAY incurring any liability as a consequence thereof. The authority granted herein is coupled with interest and may not be revoked by the AGENT without the prior written consent of DIGIPAY. DIGIPAY shall notify the AGENT of any correction or reconciliation done, as well as the justifications therefor.
D. This Section is without prejudice to the exercise by DIGIPAY of the legal remedies to which it may entitled to under the law and this Agreement, including but not limited to immediate cancellation or suspension of the AGENT's DIGIPAY Account. Pending full recovery or collection by DIGIPAY of the Amounts Due, the AGENT shall hold the said amount in trust for DIGIPAY.
The Parties warrant that: (i) the persons signing in behalf of each Party has full power and authority to bind the Party it represents, (ii) all appropriate and necessary corporate and legal actions have been taken to authorize the execution, delivery and performance of these Terms and Conditions; (iii) these Terms and Conditions constitutes their legal, valid and binding obligations, enforceable in accordance with its terms, and (iv) there is no provision in each Party’s Articles of Incorporation and By-Laws or any statute, rule or regulation, or any judgment, decree or order of any court or agency applicable to either Party which would be contravened by the execution and delivery of these Terms and Conditions or by the performance of any provision, condition, covenant or other term thereof.
A. These Terms and Conditions shall become effective on the date hereof and will remain to be effective for a period of three (3) years from such date, unless earlier terminated by either Party as provided for under these Terms and Conditions, or by mutual consent of the Parties in writing.
B. Either Party may terminate these Terms and Conditions in case of a breach by the other Party (“the Defaulting Party”) of any of the provisions of these Terms and Conditions, provided that such Defaulting Party has failed to remedy such breach within thirty (30) days from written notice thereof, in which case, the termination will become effective upon the lapse of such thirty (30)- day period.
For purposes of this Section, a Party shall be not be considered in breach of or in default under these Terms and Conditions on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
Notwithstanding the foregoing, either Party may terminate these Terms and Conditions if a Force Majeure Event adversely affects the other Party’s performance of its obligations hereunder, and continues for more than thirty (30) days. Termination shall be without prejudice to any right of any Party which may have accrued prior to the date of termination.
C. Either Party may terminate these Terms and Conditions without cause by giving the other Party written notice of at least thirty (30) days prior to intended date of termination (“Notice Period”).
D. Upon the expiration of the Notice Period, (i) AGENT shall return to DIGIPAY all related merchandising/marketing materials, unused supplies, and equipment provided by DIGIPAY pursuant to these Terms and Conditions; (ii) DIGIPAY shall return to AGENT the balance of the AGENT’s Digipay Account within thirty (30) business days from receipt by DIGIPAY of all such merchandising/marketing materials, unused supplies, and equipment provided by DIGIPAY pursuant to these Terms aND Conditions. DIGIPAY shall have the sole option to deduct from the balance of the AGENT’s Digipay Account anY amount to cover any unreturned or damaged materials, supplies or equipment.
E. The termination of these Terms and Conditions shall be without prejudice to any rights that may accrue to the Parties prior to such termination. Neither shall such termination prejudice the Parties’ rights under certain provisions of these Terms and Conditions, which are intended to survive such termination.
Technical and commercial information, including all personal information of the clients, and other information which DIGIPAY may disclose to AGENT shall be considered confidential, and AGENT shall:
A. Hold the information in confidence and restrict disclosure of the information solely to its employees or representatives on a need to know basis under terms of confidentiality equivalent to those contained herein and shall not disclose it to any other parties; and
B. Advise its employees of their obligations with respect to the confidential information.
AGENT shall not assign or transfer its rights and obligations under these Terms and Conditions to a third party or its subsidiary without the prior written consent of DIGIPAY. The AGENT should also notify DIGIPAY in writing in case of a change in ownership. AGENT shall not lease out, lend or deliver possession over the materials or items provided by DIGIPAY under these Terms and Conditions to third parties without the prior written consent of DIGIPAY.
DIGIPAY may assign or transfer its rights and obligations under these Terms and Conditions to a third party or its subsidiary without prior written consent from the Agent; provided DIGIPAY notifies AGENT, in writing, of the assignment or transfer.
DIGIPAY reserves the right to amend revise, or modify any provision of these Terms and Conditions at any time and for whatever reason as it may deem proper, without need to provide prior notice to the AGENT. It is the AGENT’s responsibility to regularly check any changes to these Terms and Conditions at the following website: https://www.digipay.ph/terms. The AGENT’s continued use of the Digital Platform after any such changes constitutes acceptance of the new Terms and Conditions. Failure to notify DIGIPAY of AGENT’s intention to terminate its account shall be construed as acceptance by AGENT of the amendments to these Terms and Conditions.
No failure to exercise nor any delay in exercising any right or remedy under these Terms and Conditions on either Party’s part shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof of any other rights or remedies. The rights and remedies herein provided are cumulative and not exclusive of any provided by law. Any waiver of any Party’s rights, powers, privileges or remedies must be in writing and signed by that Party, and any such waiver given by a Party shall only relate to the particular event for which it is given.
Any notice required to be served under these Terms and Conditions by DIGIPAY to the AGENT shall be sufficiently served if forwarded by email, registered mail or by personal delivery at the addresses indicated in the application form submitted by the AGENT.
Any notice required to be served under these Terms and Conditions by the AGENT to DIGIPAY shall be sufficiently served if forwarded by email, registered mail or by personal delivery or left at the addresses below:
FSG Technology Ventures, Inc.
6/F G Business Hub
728 Shaw Blvd., Brgy. Wack-wack Greenhills East
Mandaluyong City, Philippines 1552
All notices shall be deemed duly given on the date of receipt, if personally delivered; the date fifteen (15) days after posting, if mailed; or receipt of transmission, if by facsimile or e-mail. Either Party may change its address for purposes hereof by giving notice to the other Party.
The AGENT agrees to be bound by these Terms and Conditions.
This Agreement shall be governed by the laws of the Republic of the Philippines. In the event that litigation results from or arises out of these Terms and Conditions or the performance of the provisions thereof, the prevailing Party shall be entitled to reimbursement from the other Party of reasonable attorneys’ fees, court costs, and all other expenses, whether or not imposed by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
Any dispute arising between the Parties hereto in respect of the interpretation of these Terms and Conditions as well as the performance of obligations hereunder shall be settled amicably by mutual consultations as far as practicable. In the event of any suit arising from these Terms and Conditions, the same shall be brought exclusively in the appropriate courts of Mandaluyong City, Philippines, to the exclusion of other courts.
Should any portion of this Agreement be declared by any court of law as illegal, invalid or ineffective, the portions not so declared shall remain effective and valid and binding on the parties. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect if the invalid provision.