DIRECT MERCHANT AGREEMENT
holidays and days declared by the Bankers Association
PAYMAYA PHILIPPINES, INC. a corporation duly
organized and existing under and by virtue of the laws
of the Philippines, having its principal business
address at 6/F Launchpad Building Sheridan St. Corner
Reliance St. Mandaluyong, Metro manila, Philippines,
represented herein by its Managing Director for
Enterprise, MARIO LAZARO, hereinafter referred to as
“PAYMAYA”;
and
[______________________________], a [sole
proprietorship/partnership/corporation/government
entity] duly organized and existing under and by virtue
of the laws of the [___________________], having its
business address at
[_____________________________________________________]
represented herein by its [____________________________],
[________________________________], hereinafter referred
to as “MERCHANT”
WHEREAS, PAYMAYA is duly licensed by the Bangko
Sentral ng Pilipinas to engage in the business of
issuance/creation of PAYMAYA Account and acquiring
MERCHANTS to accept payments through various
channels like Card, QR Code and WeChat Pay
transactions;
WHEREAS, MERCHANT, has agreed with PAYMAYA 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, PAYMAYA and the MERCHANT hereby
agree as follows:
DEFINITION OF TERMS
Account Holder – refers to an individual to whom the
PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
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 PAYMAYA 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.
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
PAYMAYA and other authorized MERCHANTS. A “Mark”
means any one of the Marks.
Merchant – refers to the business establishment
accredited by PAYMAYA 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 PAYMAYA will enter into a formal
AGREEMENT signed by the authorized representatives
of both parties. Refers also to the step taken by
PAYMAYA to verify the authenticity and eligibility of the
MERCHANT to become an accredited MERCHANT of
PAYMAYA.
Merchant Discount Rate or MDR – refers to the fee
charged by PAYMAYA 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 PayMaya,
at anytime, during the term of this Agreement.
Merchant Operating Manual or MOM – the operating
guidelines to be provided by PAYMAYA to
MERCHANT. The MOM shall form part of this
Agreement.
Merchant Settlement Account – refers to the PAYMAYA
merchant account assigned to the MERCHANT wherein
the payment transactions made via PAYMAYA are
credited prior to being transferred to MERCHANT’s
Settlement Account less the MDR. If the Settlement
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
Account is a PayMaya Settlement Account, Merchant
shall follow the terms of service stipulated in this link
https://paymaya.com/terms-and-conditions/.
Mobile Payment – refers to a payment transaction using
PAYMAYA ACCOUNT. The ACCOUNT HOLDER uses
his/her mobile phone to transact payment.
Network Scan – refers to where PAYMAYA 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 PAYMAYA 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.
PAYMAYA APP/PAYMAYA WEB PORTAL - mobile
application owned and serviced by PAYMAYA, that
serves as the interface between the Account Holder and
his/her PayMaya Account.
PAYMAYA ACCOUNT – refers to an electronic wallet
account that stores Philippine Peso (Php) value in the
PayMaya 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.
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 PAYMAYA used to accept and process
card and QR Code payments
QR Code – a quick response code issued by PayMaya,
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 PAYMAYA wherein an

Account Holder may pay any availed product or service
through the scanning of the Merchant’s assigned QR
Code recognized through the PAYMAYA App and/or
other accepted platforms.
Settlement – refers to the electronic process of
transferring funds for sales and credits between the
MERCHANT and PAYMAYA.
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, Bylaws, 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 PAYMAYA/QR/
Bank/ EMI Application; and
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PayMaya QR and other
collaterals required by Paymaya.
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 PAYMAYA 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,
PayMaya, WeChat, or other Account.
d. MERCHANT shall not submit for payment
into the Interchange System, and PAYMAYA 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 PAYMAYA, 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 PAYMAYA
accountholders to withdraw their wallet balance
in the PayMaya payment gateway services and
other PayMaya payment solutions such as but
not limited to QR and Pay with PayMaya, unless
otherwise authorized by PayMaya.
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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA 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 PAYMAYA (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, PAYMAYA, WeChat
Accounts and other acceptable payment
methods without discrimination when properly
presented for payment.
PAYMAYA 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 PAYMAYA 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 PAYMAYA 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. PAYMAYA 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 PayMaya gateway services.
d. The selling price of any goods and/or services
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA 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 PAYMAYA’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
PAYMAYA within fifteen (15) days of occurrence
and remedies put in place within the same time.
Failure to notify PAYMAYA within the period
shall permit PAYMAYA to freeze payments to
the MERCHANT’s PAYMAYA 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.
5. AUTHORIZATION.
CARD AUTHORIZATION
a. The MERCHANT shall obtain manual
authorization and authorization codes from the
authorization center of PAYMAYA 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 PayMaya
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 PayMaya,
WeChat and other acceptable payment
platforms for internet transactions;
iv.Once a user is authenticated and logged-in
to the PayMaya App, WeChat App, Web
Portal, or other acceptable Platform, or
accessed through an accredited Third
Party platform or channel; this shall be
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PayMaya 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 PayMaya. Should the
MERCHANT and Account Holder agree on a
refund, the MERCHANT through its authorized
representative shall contact PayMaya Business
and provide the necessary details for PAYMAYA
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
PAYMAYA to the MERCHANT.
b. MERCHANT represents and warrants that all
Transaction Drafts or Charge Slips to be
submitted to and accepted by PAYMAYA:
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 PAYMAYA 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
PAYMAYA 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
PAYMAYA 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 PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
and send it to PAYMAYA 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
PAYMAYA together with the Merchant Payment File
duly approved by PAYMAYA 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 PAYMAYA.
8. SUBMISSION OF TRANSACTIONS. MERCHANTS
should comply with the requirements for submitting
Card or QR Transactions to PAYMAYA set forth in this
Section:
a. MERCHANT must submit to PAYMAYA
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 PAYMAYA 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
PAYMAYA in allowing PAYMAYA’s personnel
or authorized representative to examine
these records and/or provide photocopies
and information that PAYMAYA 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 PAYMAYA, 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 PAYMAYA such fees
as set out in the term sheet or proposal previously
approved by Merchant in respect of the services
provided by PAYMAYA, attached herein as Schedule 1.
10. SETTLEMENT OF PAYMENTS.
a. PAYMAYA shall settle to the Merchant and
may opt to choose via the following options;
i. PAYMAYA account;
ii. MERCHANT’s bank account (with a bank
recognized by PAYMAYA)
b. PAYMAYA shall, during the term of this
Agreement, pay the MERCHANT at such time/s
determined by PAYMAYA 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
PAYMAYA under this Agreement or
otherwise.
PAYMAYA 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 PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA 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 PAYMAYA 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, PAYMAYA reserves the right to forfeit
settlement.
f. Subject to proof to the contrary, any payment
by PAYMAYA 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 PAYMAYA may have against the MERCHANT,
and shall not constitute any admission or
acknowledgement by PAYMAYA that the
MERCHANT has duly performed its obligations
under this Agreement or of the correctness of the
amount so paid.
11. CHARGEBACK
a. Notwithstanding any provision of this
Agreement to the contrary or any authorization
given in relation to such Card Transaction,
PAYMAYA 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. PAYMAYA 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
PAYMAYA. 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 PAYMAYA 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 PAYMAYA 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
PAYMAYA 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 PAYMAYA;
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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
by PAYMAYA;
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
PAYMAYA or non-payment or non-
performance of any other obligation owed by
the MERCHANT to PAYMAYA, 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 PAYMAYA as a
Chargeback Event.
b. If any of the foregoing Chargeback Event
occurs, PAYMAYA 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
PAYMAYA against the future billings of the
MERCHANT. If no sum or payment is due to the
MERCHANT that will allow PAYMAYA to
deduct/set-off the Chargeback Amount, PAYMAYA
shall seek reimbursement from the MERCHANT of
the Chargeback Amount, upon which the
MERCHANT shall reimburse PAYMAYA
immediately upon receipt of written demand. If
despite receipt of such demand, MERCHANT fails
to reimburse PAYMAYA within three (3) banking
days from receipt of written demand, MERCHANT
hereby expressly authorizes PAYMAYA 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
PAYMAYA or any of its parent, subsidiaries and
affiliates. In case of failure or refusal of the
MERCHANT to pay the full chargeback amount,
MERCHANT shall be liable to PAYMAYA 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.
d. PAYMAYA 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 PAYMAYA for any duly
paid Transaction Draft or Sales Slip, whether arising
from a Chargeback Advice or such other amount
due to PAYMAYA under this Agreement, PAYMAYA
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 PAYMAYA 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. PayMaya 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
PayMaya. PayMaya 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
PayMaya.
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 PAYMAYA by calling
PAYMAYA Authorization and Fraud Department
at the telephone numbers notified to the
MERCHANT by PAYMAYA for such purpose and
comply with the instructions given by PAYMAYA.
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 PAYMAYA’s request furnish
to PAYMAYA 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 PAYMAYA
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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA to
breach the peace or injure any person or property,
or make any defamatory statements or act
illegally or unlawfully in any way, and PAYMAYA
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 PAYMAYA’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, PAYMAYA 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 PayMaya 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 PAYMAYA.
Where PAYMAYA suspects involvement of the
MERCHANT and/ or its representatives in the Suspected
Activity:
a. PAYMAYA 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 PAYMAYA and require any
information or clarification from the MERCHANT or
its Representatives;
c. PAYMAYA shall have the right to require
and/or ask for help of any government or outside
agency in investigating frauds;
d. PAYMAYA 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 PAYMAYA. 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 PAYMAYA
or the Investigating Officer, shall provide all
information, documents and other materials to
PAYMAYA or to the Investigating Officer
pertaining to any Suspected Activity relating to
transactions of the Customers of PAYMAYA
without undue delay;
f. Where the Investigating Officer proves that
the MERCHANT and/ or its representatives are
involved in any offence committed against
PAYMAYA, PAYMAYA 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 PAYMAYA 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 PAYMAYA to the
MERCHANT as per the terms of this
Agreement. In addition to the above,
PAYMAYA 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 PAYMAYA 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
PAYMAYA, 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. PAYMAYA
shall Process data sets and feed transaction data to the
fraud tool needed for the purpose of fraud detection
and management.
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
a. MERCHANT shall:
1. Submit and provide to PAYMAYA the data sets
required for PAYMAYA 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 PAYMAYA’s. This means, among others, that
MERCHANT has done the needed configuration to
achieve system match, compatibility or alignment and
has submitted to PAYMAYA 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 PAYMAYA
that a particular transaction in (a) actually entered into
by the actual authorized account holder; or (b)
enforceable against the actual account holder.
PAYMAYA 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 PAYMAYA. Upon
such approval, MERCHANT shall be bound by the
rules governing installment as specified herein which
may be modified and amended by PAYMAYA 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
PAYMAYA to the MERCHANT. PAYMAYA
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 PAYMAYA to the
MERCHANT.
d. MERCHANT shall acquire prior
authorization from PAYMAYA for the amount
being charged to the Credit Card. In requesting
authorization for installment, MERCHANT shall
provide PAYMAYA 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
PAYMAYA and request for the Authorization
specifically for installment, PAYMAYA 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
a. PCI-DSS
i. MERCHANT unconditionally agrees and
warrants to PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA -
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 PAYMAYA, 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 PAYMAYA.
18. SECURITY
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 PayMaya’s assessment, discretion, and
in accordance to policies and regulations
governing PayMaya.
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, PayMaya shall have the
right to withhold any money/s of the Merchant
in its possession, if in PayMaya’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.
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
c. PayMaya 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 PayMaya
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.
PayMaya shall also have the right to off-set
the amounts on hold for all monies due to
PayMaya under this provision.
d. Merchant also has the obligation to return the
MDR that was received for each chargeback
transaction, which PayMaya 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 PayMaya the list of
possible refunds/chargebacks that Merchant
may incur covering the above period, upon
request of PayMaya or any of its authorized
representatives.
f. If the Settlement Amount is not enough to pay
PayMaya all of the chargeback amount ,
together with the fees and MDR refund,
Merchant shall reimburse the said amount
immediately. Otherwise, PayMaya 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, PayMaya 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. PAYMAYA, 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 PAYMAYA DEVICE.
a. MERCHANT shall take care of any of PAYMAYA’s
hardware or device and materials deployed by
PAYMAYA, 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 PAYMAYA’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 PAYMAYA’s POS within
scope of the agreement. MERCHANT shall not transfer,
lease, lend, mortgage, pledge, lien or in any other way
dispose of PAYMAYA’s POS. MERCHANT shall not
transfer the PAYMAYA’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 PAYMAYA’s POS will remain with
the PAYMAYA and/or its appointed vendor, service
provider, or third-party;c. MERCHANT shall take care
of the PAYMAYA’s POS to the best of its ability and
shall be liable for any damage incurred by the
PAYMAYA’s POS as a result of negligence, misuse or
abuse, acts of nature, theft, robbery, or fire. Under
such case, the cost of the PAYMAYA’s POS will be
borne by the MERCHANT d. PayMaya shall also
impose a penalty fee, equivalent to the published
subscription fees of the PayMaya 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, PAYMAYA has the right to charge the
merchant based on the services rendered.
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
22. USE OF MERCHANT’S NAME. PAYMAYA,
without need of consent from the MERCHANT, may
include the MERCHANT’s name, address and
telephone numbers in PAYMAYA’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 PAYMAYA for
all press releases, and promotional and advertising
materials to be used in connection with this Agreement
or provisions hereof or in connection with PAYMAYA’s
services or products or contain PAYMAYA’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 PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
present its copy to PAYMAYA 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.
PAYMAYA 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;
d; and
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
PAYMAYA has the right to conduct a regular review
and evaluation of the over-all performance of
MERCHANT’s obligations under this Agreement.
Should PAYMAYA determine, based on such criteria
and conditions as it deems appropriate, that the
MERCHANT has failed to satisfactorily comply with its
obligations hereunder, PAYMAYA 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 PAYMAYA, 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 PAYMAYA’s prior written consent
PAYMAYA shall not be liable in case of failure of
MERCHANT to fulfill MERCHANT’S obligations under
its own loyalty/promotional program and hold
PAYMAYA 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 PAYMAYA 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,
PAYMAYA hereby reserves the right to terminate this
Agreement in accordance with
Effectivity/Termination clause hereof.

29. CONFIDENTIALITY.
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 PAYMAYA use or disclose
information howsoever obtained and in
whatsoever form on the business of PAYMAYA
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 PAYMAYA, 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
PAYMAYA 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 PayMaya 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
PAYMAYA 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,
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PayMaya,
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 PayMaya: 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 PayMaya within seventy-two (72)
hours from the time of discovery, to enable
PayMaya 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 PayMaya, 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 PayMaya if, in its opinion,
any instructions of PayMaya 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 PayMaya 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 PayMaya, 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.
PayMaya 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 PayMaya
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 PayMaya 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
PayMaya 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 PAYMAYA, to Card Network, or in response to a
valid government demand. This prohibition applies to
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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. PAYMAYA 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 PAYMAYA
in connection with these services except for
PAYMAYA’s gross negligence and willful default
and the MERCHANT shall indemnify PAYMAYA 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, PAYMAYA
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.
Indemnification
a. The MERCHANT agrees to indemnify,
defend and hold harmless PAYMAYA, its
subsidiaries and affiliates, 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
PAYMAYA 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 PAYMAYA.
c. PAYMAYA agrees to indemnify, defend and
hold harmless the MERCHANT, its subsidiaries and
affiliates, 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 PAYMAYA contained in
this Agreement, or (b) the gross negligence or
willful misconduct of PAYMAYA.
d. In no event shall PAYMAYA 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 PAYMAYA
and/or the MERCHANT have been advised of the
possibility of such damages.
e. PAYMAYA’s liability for damages under this
Agreement shall not exceed the amount of the
total MDR paid by MERCHANT to PAYMAYA 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, PayMaya 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,
PAYMAYA shall have the right to collect liquidated
damages of at least 25% for every material violation.
36. TAXATION. All fees paid/payable to PAYMAYA 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.
PAYMAYA 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.
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA provided that
MERCHANT shall first provide PAYMAYA with a copy of
the basis or proof of the MERCHANT’S obligation to
withhold tax. Thereafter, the MERCHANT shall furnish
PAYMAYA with the corresponding Certificate of Tax
Withheld not later than twenty (20) days after the end
of each quarter.
37. CROSS DEFAULT. PayMaya may terminate this
Agreement if Merchant, its stockholders, directors,
officers, employees or agents: (a) commit fraud against
PayMaya in this Agreement or any other agreement
where Merchant and PayMaya is a party therein; or (b)
Merchant does not comply with material requirements
of PayMaya with regards to the compliance of AML
rules, Card Network rules, PCI-DSS rules, Corporate
Governance rules or any given policies of PayMaya.
38. EFFECTIVITY/TERMINATION
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 PAYMAYA Device.
b. PAYMAYA reserves the right to unilaterally
terminate this Agreement, upon notice to the
MERCHANT, in case the MERCHANT, as solely
determined by PAYMAYA, has committed acts
prejudicial to the interest of PAYMAYA or if any of
the terms and conditions contained herein is
violated or when PAYMAYA, 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
PAYMAYA 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, PAYMAYA
shall be given at least sixty (60) days prior written
notice, provided that, the MERCHANT have
presented all completed transactions to
PAYMAYA'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 PayMaya products or
features for its services, PAYMAYA has the right not
to activate, or on-board, or hold settlement or

suspend transactions, or even deactivate or
terminate this Agreement.
e. PAYMAYA 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. PAYMAYA 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 PayMaya
(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 PAYMAYA all materials pertaining to
the PAYMAYA program, including but not limited
to PAYMAYA 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, PAYMAYA may send
notices, communications, correspondences via email
sent to email address provided by the MERCHANT.
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
40. AMENDMENTS. Parties may amend any provision
in this Agreement only upon written consent of the
other Party. In instances where PayMaya 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, 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 PAYMAYA 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
PAYMAYA.
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. PAYMAYA POLICIES. This Agreement shall be
subject to the existing policies and procedures of
PAYMAYA 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
SIGNATURE OF AUTHORIZED SIGNATORY
DIRECT MERCHANT AGREEMENT
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 PAYMAYA 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 PayMaya by any of its Stockholders,
Directors, officers, employees or agents, any party may
report the same to PayMaya’s Corporate Governance
Office, by sending an e-mail to
goodgovernance@paymaya.com 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.