Smart Padala Service Agreement 1i221

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement 1.

DEFINITION OF

Unless the context otherwise requires, the following used in this Agreement shall have the following meanings: A. “PayMaya Philippines, Inc.” or “PYMY” (formerly SMART e-Money, Inc.” or “PYMY”) - operator of the SMART Money, PayMaya Card System, and Smart Padala Centers; regulated by Bangko Sentral ng Pilipinas (BSP) B. “Authorized Agent” -refers to as Partner and duly ed and authorized partner of Smart Padala to perform Smart Padala Center Services. C. “SMART Money Card” – a re-loadable cash card which may be used for the payment of goods and services, issued under the MasterCard Electronic and MasterCard program. SMART Money is a cobranded or tie-up card between PYMY.’s partner banks and PYMY, which carries the SMART Money logo and brand identity and can be used to pay for purchases in MasterCard and SMART Moneyd establishments and cash withdrawal via PYMY’s partner banks, Expressnet, Megalink and Bancnet ATMs; D. “SMART Money Card System” – the card processing system, hardware or software necessary for facilitating of SMART Money operations; E. “SMART Money ” – an that stores Philippine Peso (PhP) value which resides in the SMART Money system; can be an which may be linked to the subscriber’s mobile phone and which may or may not be evidenced by a physical SMART Money card; Functionalities include, but are not limited to, transfer of funds, over-the-air reload of airtime and balance inquiry; F. “MasterCard” – a payment card product that is recognized and accepted by major establishments in the Philippines and other countries and territories where MasterCard is accepted; G. “PayMaya Card” – reloadable cash card which may be used for payment of goods and services, issued under the Visa program, PayMaya is PYMY’s proprietary branded card which carries the PayMaya logo an brand identity and can be used to pay for purchases in VISA and PayMaya d establishments and cash withdrawal via PYMY’s partner banks and ATMs. H. “PayMaya Card System”- the card processing system, hardware or software necessary for facilitating of PayMaya operations. I. “PayMaya ”- an that stores Philippines Peso (Php) value which resides in the Paymaya Card System; can be an which may be linked to the subscribers’ mobile phone and which may or may not be evidenced by a physical PayMaya card; Functionalities include, but are not limited to, transfer of funds, over-the-air reload of airtime and balance inquiry; J. “VISA”- a payment card product that is recognized and accepted by major establishments in the Philippines and oter countries and territories where VISA is accepted; K. “ Holder” - refers to the principal SMART Money and/or PayMaya holder whose may be evidenced by a physical SMART Money and/or PayMaya Card and/or linked/accessed by a m obile phone; L. “SMART Padala Services” - services that can be availed of either by using the SMART Money/ PayMaya or a SMART Mobile phone with a SMART Money / PayMaya ; M. “Service/s” - International Remittance Cash Pick-Up Service for Smart Money and PayMaya N. “SMART Mobile Phone” – a mobile telephone handset with a SMART SIM ; O. “SMART Padala Centers” - a venue where an Holder may avail of the Services; P. “Wallet-to-wallet transfer” – a SMART Money feature that enables the Holder to transfer a certain amount from his card balance to another card number using his mobile phone. Also referred to as Fund Transfer; Q. “SMS Notification” – a short message service that notifies Holder of all SMART Money/ PayMaya transactions made either by using the SMART Money/ PayMaya Card or a mobile phone with a SMART Money / PayMaya ; R. “SMART Padala” - transfer money to another SMART Money holder including Smart Padala Centers. S. “SMART Money Encashment Station” – shall mean an authorized SMART Padala Center where Holder may encash monies received through the remittance service and/or other services. T. “Commission” an amount credited to Partner as sales commission for performing Services for PYMY. U. “KYC” – procedure whereby the Smart Padala Center performs the BSP and AMLC-mandated Know-Your-Customer activity on customers who will perform cash-in, cash-out, loan pick-up, and other services as prescribed by PYMY. This includes collection of customer’s information thru the system/ tool and transaction slip provided by PYMY and validation of ID presented V. “SMART Padala Transaction Slips” – refers to transmittal slip showing customer mandatory information W. “SMART Padala Posters” – refers to all SMART e-Money provided posters regarding, but not limited to, SMART Money and PayMaya processes and AML awareness programs; X. “SMART Money Mother ” - assigned to the P a r t n e r in the SMART Money Card System to be used as source for Cash Loading and Encashment Services; Y. “PayMaya Mother ”- assigned to the Partner in the PayMaya Card System to be used as source for cash Loading and Encashment Services; Z. “RA License”- refers to the issued Remittance Agent license of Bangko Sentral ng Pilipinas (BSP). This allows a person or an entity to offer to remit, transfer on behalf of any person to another person and/ or entity. This includes money or cash couriers, money transmission agents, remittance companies and the like. AA. “Super Agency License”-refers to the issued license of Bangko Sentral ng Pilipinas to PYMY to accredit its Money-In and Money-Out Agents to perform money transfer services. 2.

PARTNERSHIP STRUCTURE

PARTNER shall offer the Services in all its branches in the Philippines using the PARTNER’S SMART Money Mother / PayMaya /s. For purposes of this Agreement, PARTNER may include additional branches provided prior written approval from PYMY has been obtained. 3.

A.

SMART PADALA CENTER SERVICES SMART Money Mother

PYMY shall provide Partner with SMART Money s that shall be used by the Partner to engage in the Services as defined in Annexes of this Agreement.

A.

Fulfillment Services 1. Partner shall act as an fulfillment channel for Services offered by Smart Padala Center. 2. The Partner’s SMART Money/ PayMaya Mother shall act as the fund source for performing Smart Padala Center transactions. 3. Crediting of Commission. The Partner is entitled to receive commission for Services as identified by PYMY. Commission will be credited to the ed Smart Money/ PayMaya of the Partner. 4. Service Fees. The Partner will be charged with Service Fees as identified by PYMY. 5. Customer Rates. The Partner shall follow suggested rates to Customers. Violation of this term may be subject to temporary or permanent deactivation of the . 6. Deactivation of - Deactivation of will depend on the violations committed by the Partner and evaluation of PYMY.

B.

Know-your Customer (KYC) Transaction 1. The Partner shall perform diligent KYC to customers prior performing encashment. 2. The Partner shall accomplish full customer information that PYMY will impose as part of its requlatory requirement. 3. The Partner shall request for a clear copy of at least 1 government-issued valid ID and perform validation against the customer information provided. 4. The Partner shall require customer to fill-out the transaction slip and validate information accordingly. Partner shall also ensure that all information are completely provided by the customer. 5. The Partner shall keep a copy of the transaction slip and valid ID for a period of 5 years. PYMY has the right to collect transaction slips with ing ID as deemed necessary and without delay as part of its business operating procedures.

C.

Disputes and Erroneous Transactions

The details in the SMS/Text confirmation message after every transaction and/or the entries in the Statement of Transactions are presumed true and correct unless Holder notifies SMART Padala Hotline in writing of any disputes thereon within fifteen (15) days from the date of transaction. If no dispute is reported within the said period, all transactions and the entries in the Statement of Transactions are conclusively true and correct. Disputed transactions shall only be credited back to Holder’s once the claim/dispute has been properly processed, investigated, and proven to be in favor of the Holder. On the other hand, there shall be no reversals for transactions made through keyword and/or menu based commands and erroneous transactions made by the Partner.

D.

Marketing and Promotions 1. Partner shall ensure that SMART Padala Services are promoted to Customers. 2. PYMY shall deploy standard merchandising materials such as counter top displays, posters and other SMART Padala signages that may be mutually agreed upon by both PYMY and the Partner. The Partner shall provide adequate advertising spaces in its branches such as, but not limited to, counters and entrances. Likewise, PYMY may also display standard merchandising materials such as posters, take-one standees and fliers in locations of the Partner. 3. The Parties may also agree on t marketing programs to promote the SMART Padala Services. 4. The Partner may opt to create its own marketing programs to further promote the SMART Padala Services, provided that the Partner seeks written approval from PYMY prior to implementation and production of marketing materials.

4. NON-EXCLUSIVITY This Agreement is non-exclusive unless otherwise agreed by both parties on specific service/s and specific period of time. Partner shall use its best efforts to develop, promote and increase the Money Transfer Service and to promote and enhance the good will associated therewith and with the trade names, and trademarks. 5. FEES For recommended fee charges, see Annexes. Maintenance Fees The Partner will not be charged with service fees and maintenance fees for the use of the service. In addition, the Partner will not be charged with dormancy fee for non-use of the . s with no usage for one (1) year will be subject for review of PYMY. PYMY shall have the right to continue or discontinue the service depending on assessment.

6. TAX All national and local taxes incidental to or arising from this Agreement which the national and/or local government of the Philippines are authorized to impose shall be for the sole of the PARTNER. In the event that PYMY will be required to withhold tax and remit the same to tax authorities, PYMY shall deduct the said tax from payments in relation to this Agreement. PYMY shall furnish PARTNER with the corresponding certificate of withholding tax within twenty (20) days after the end of each quarter. If PARTNER is entitled to exemption from such withholding tax on any amount payable to them in relation to this Agreement, PARTNER shall submit such certifications or documents as may be required in order to effect such exemption.

7. LIQUIDITY MANAGEMENT PARTNER shall follow and observe recommended fund liquidity level by PYMY to efficiently and fully perform assigned services. Required and recommended liquidity level may be subject for review from time to time as deemed necessary by PYMY. Funding of will be the sole responsibility of the PARTNER.

  9. RECORDS

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

PARTNER shall keep records of all SMART Money Transactions in the form of transaction slips within a period of five (5) years from the date of the SMART Money Transactions in accordance with the Customer Retention and Record keeping requirements of Anti-Money Laundering (AML) laws of the Philippines. Such records will be the property of PYMY and will be subject to audit and review by PYMY, the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY, at any time or must be submitted to the latter upon request. Upon termination, PARTNER must turn-over all records of SMART Money transactions, including photo copies of customer IDs to PYMY. During the course of this Agreement, Partner shall send to assigned Master Aggregator (if any) the SMART Padala transaction slips of all successful SMART Padala transactions of their establishment. This shall serve as a business continuity program for cases of disasters, calamities and such.

10. TRAININGS, EXAMS, and CERTIFICATIONS The Partner has its own reliable and acceptable customer identification system and training program in place. The Partner shall undergo and comply with required trainings and certifications by BSP in relation to its remittance license and by PYMY in relation to this agreement. Training shall include, but is not limited to, AML, KYC, Consumer Protection, Fraud Awareness and PYMY Product Trainings. Partner shall also make themselves available to any other additional training requirements sanctioned and/or provided by PYMY. Training, exams and certifications shall include, but not limited to, owners and employed front liners of the PARTNER. Attendance, certificates and examination results shall be made available to PYMY for reference and safe keeping.

11. LICENSE For the first two (2) years of the contract, PYMY will extend its Super Agent license at no cost to Partner. After two years, the Partner will be required to get its own RA License at its own cost. 12. LIMITATION OF LIABILITIES A. Disclaimer of Warranties PYMY makes no warranty, express or implied, regarding the performance of this Agreement or the SMART Padala Services or other Services offered hereunder. The SMART Padala Services are offered on an “AS IS”, “AS AVAILABLE” basis without warranties of any kind, other than warranties that are incapable of exclusion, waiver or limitation under the laws applicable to this Agreement. Without limiting the generality of the foregoing, PYMY makes no warranty (1) as to the content, quality or accuracy of data or information provided by PYMY hereunder or received or transmittted using the SMART Padala Services; (2) as to any service or product obtained using the SMART Padala Services; (3) that the SMART Padala Services will be uninterrupted or error-free; or (4) that any particular result or information will be obtained. B. Indemnification Partner agrees to indemnify, defend and hold harmless PYMY, its subsidiaries and s, 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 (a) breach of, or failure to perform, any obligation of Partner contained in this Agreement, or (b) the gross negligence or willful misconduct of Partner. PYMY agrees to indemnify, defend and hold harmless Partner , its subsidiaries and s, 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 PYMY contained in this Agreement, or (b) the gross negligence or willful misconduct of PYMY. In no event shall PYMY 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 PYMY has been advised of the possibility of such damages. PYMY’S liability for damages under this Agreement shall not exceed the amount of the fees paid by Padala to PYMY during the last twelve (12) months from the occurrence of the event that caused the damage.

C. t and Several (or Solidary) Liability By g this agreement, PYMY and Partner agree that both shall be solidary liable for the obligations to third parties.

13. AUDIT PARTNER acknowledges and accepts that at any time, with or without prior consent, PYMY, the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY may conduct on site audit of their operations. These may include, but not limited to mystery shopping, taking pictures and notes of the business processes of their respective businesses. Partner shall grant access to certified examiners, but not limited to, the following, (A) Partner’s financial information and (B) Partner’s business processes and operations including, but not limited to, daily SMART Padala operations. Any findings by PYMY, the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY shall be reported in writing to the Partner to which Partner must acknowledge in writing to include immediate corrective measures in order to fulfill and address issues found during the audit exam. 14. FRAUD PARTNER shall abide by all PYMY-prescribed processes for the setting-up and subsequent servicing required for the SMART Padala business. PARTNER shall not allow in any way any deviation from the aforementioned PYMY-prescribed processes. PARTNER acknowledges and accepts that PYMY, for the duration of this Agreement, may at any time conduct post verification, evaluation, security and quality assurance testing on all PARTNER-related declared systems and any PYMY-authorized technical platform. The Partner shall not make any changes in the PYMY-authorized technical platform, including but not limited to the systems design, information flow, contents or software applications, external equipment connectivity and set-up, parameters configuration. For the purpose of this provision, the Partner shall allow PYMY access to its declared system and any PYMY-authorized technical platform. PARTNER shall ensure the security of its access, systems and processes, on its declared system and/or the PYMY-authorized technical platform against all unauthorized access, connection or modification to PYMY’s systems and services.

15. DATA PRIVACY and CONSUMER PROTECTION PARTNER warrants and represents that it shall not collect, retain process or otherwise handle any personal data concerning Consumers without PYMY’s and/or the Consumer’s prior written consent other than by means of the transaction slip, and/or any other PYMY approved customer record retention tool/software, provided this is done in strict compliance with the Service Requirements, applicable laws and regulations and the of this Agreement. Partner acknowledges that all information regarding Consumers that it may collect (including, without limitation, information provided by Consumers on “SMART Padala Transaction slips”) is the exclusive property of PYMY. Partner may not use such information itself, nor may it transfer such information to any third party, for any purpose whatsoever without the prior written consent of PYMY (except only for (a) the transfer of Consumer information to PYMY for the purpose of executing the Money Transfer Service and (b) such disclosures to law enforcement authorities as may be required by law or by order of a competent and duly constituted court of law). PARTNER shall cooperate fully with PYMY in implementing any procedures mandated by law in order to protect consumer privacy and/or consumer data, or any such commercially reasonable procedures implemented by PYMY. Partner’s failure to cooperate shall be a cause for termination of this agreement as set forth under Section 16. PYMY uses the technical capabilities of its own in-house software and systems to achieve data separation between personal data from one and any other customer. This shall ensure segregation of data between parties. 16. COMPLIANCE At all times during the term of this Agreement, Partner shall procure and maintain such licenses and authorizations from the relevant authorities as are required by law in the jurisdiction in which it is providing the Services; comply with the Philippine laws on anti-money laundering; comply with consumer protection act and BSP regulation; and comply with Philippine laws in relation to data protection. Partner shall at all times comply with the applicable provisions of RA 9160, otherwise known as the Anti-Money Laundering Act (AMLA), as amended by RA9194 and RA10167 and its implementing guidelines & RIRRs (Revised Implementing Rules & Regulations). Compliance with RA10168 or The Terrorism Financing Prevention and Suppression Act of 2012 and RA9372 or the Human Security Act and their respective implementing guidelines is also ened and strictly required. Any found non-compliance found during audit and review by PYMY, BSP and/or any other examination body authorized by PYMY, shall be grounds for penalties and/or sanctions on the client as deemed fit by PYMY. 17. REPORTING OF SUSPICIOUS TRANSACTIONS For any suspicious transactions, PARTNER is required to immediately PYMY Compliance via email at [email protected]. 18. USE OF PARTNER NAME PARTNER hereby expressly authorizes PYMY to include the Partner’s’ name in any directory or promotional materials produced in connection with the Services, without need of further notice or approval. 19. REMOVAL AND CESSATION OF BUSINESS PARTNER shall inform PYMY of any removal of outlets or offices and its cessation of business in writing at least sixty (60) days prior to effective date of the said removal of outlets or offices or of cessation of business. 20. DISCLAIMER

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement 21. USE OF SMART PADALA and SMART MONEY SYMBOL PARTNER shall display the SMART Padala name and symbol as well as promotional materials to inform the public that SMART Padala, and its related products is accepted at the PARTNER’S place of business. Upon termination of this Agreement, Partner shall return forthwith to PYMY all promotional materials and all posters, decals or signs either posted or displayed within the PARTNER’S place of business. 22. CONFIDENTIALITY PARTNER shall keep strictly confidential the of this Agreement and its amendments, as well as any information pertaining to transactions, and/or relating to the SMART Padala business, and shall not disclose the same to any third Party without the prior written consent of PYMY. This provision shall survive the termination of this Agreement.

23. INTELLECTUAL PROPERTY RIGHTS All trade names, trademarks, service marks, copyrights and other property rights of PayMaya Philippines, Inc. will remain the property exclusively of PayMaya Philippines, Inc.. and Partner shall not assert any claim hereto during the Term of this Agreement, or thereafter. Partner shall not do any act or thing inconsistent with PayMaya Philippines, Inc.’s ownership of such assets and right and shall take reasonable care to protect them from infringement or damage. Partner may use such trade names, trademarks, and other property only during the term of this Agreement on the set forth herein. 24. EFFECTIVITY / TERMINATION A. This Agreement shall become effective on the date hereof and will remain to be effective for a period of one (1) year from such date (“the Initial Term”), unless earlier terminated by either Party as provided for under this Agreement, or by mutual consent of the Parties in writing, or if so required by BSP. After the Initial Term, this Agreement shall automatically renew for successive one (1) year renewal , unless one Party gives notice of non-renewal to the other Party at least sixty (60) days prior to the renewal date. B. Either Party may terminate this Agreement in case of a breach by the other Party (“the Defaulting Party”) of any of the provisions of this Agreement, provided that such Defaulting Party has failed to remedy such breach within sixty (60) days from written notice thereof, in which case, the termination will become effective upon the lapse of such sixty (60) day period. C. Either Party may terminate this Agreement effective immediately upon written notice, in the event that the other Party enters into a merger; consolidation with another entity and such Party is not the surviving entity, becomes insolvent or bankrupt, discontinues business or adopts a resolution providing for dissolution or liquidation. D. Either Party may terminate this Agreement without cause by giving the other Party written notice of at least sixty (60) days prior to intended date of termination.

 

25. GROUNDS FOR SUSPENSION/TERMINATION PARTNER shall be responsible for all clauses noted in this agreement. Should PYMY suspect, find or learn that PARTNER has violated any of its undertakings and obligations hereunder or is engaged in illegal activities, wittingly or unwittingly, PYMY shall have the sole discretion to immediately suspend PARTNER’s and to cut the same off from the system and refuse to process any or all of its transactions pending investigation, which investigation shall last no longer than fifteen (15) working days or more depending on the gravity of the issue. Any violation found during the course of this agreement shall be dealt with under applicable PYMY policies. Outright termination of agreement may be based on the following grounds: A. B. C. D. E. F. G. H.

Violation of Section 2 on the observance of partnership structure; Violation of Section 3 on Smart Padala Services; Violation of Section 8 for Fraud; Violation of Section 9 for Data Privacy and Consumer Protection; Violation of Section 10 for non-compliance with AMLA & applicable laws; Violation of RA10168 and RA9372, threatened or consummated; Violation of Section 16 on Confidentiality clause; and Should the Partner fail to observe or perform any of its obligations under this Agreement (and such failure is not remedied within thirty (30) days after written notification thereof is given by the other party), other than the above enumerations, PYMY may forthwith terminate this Agreement by giving notice to Partner

Upon termination of this Agreement for any reasons enumerated, PARTNER must perform the following: A. Render a full ing to PYMY for its operation of the SMART Padala services and will remain liable for all amounts, fees and other charges relating to SMART Padala services originating through Partner (including Smart Money/ PaymayaTransfer principal and fees) which PYMY shall have furnished to Partner. B. Remain liable and shall remit to PYMY any principal and/ or fees owed to PYMY relating to Smart Money Service transactions, including any amounts remaining unpaid as a result of a SMART Padala Service. C. Immediately remove or permit PYMY to remove all signs, display or other materials containing PYMY name or logo and stop holding itself out as providing any Smart Padala services. D. Refer all calls and consumers intended for the Smart Money Padala services to telephone numbers and locations specified by PYMY and will not divert any such calls or customers to a PYMY competitor. 26. PENALTIES When a Partner has its own RA license, the Partner is responsible for all penalties indicated under Sec 14 Penal Provisions of RA 9160.  Penalty matrix in Annex B may apply in the event that the Agent will use PYMYY’s license to operate the Services.     27. EFFECTS OF TERMINATION Immediately upon termination or expiration of this Agreement: (i) Partner shall return to PYMY all SMART Money related promotional/marketing materials, unused supplies, equipment provided to Partner pursuant to this Agreement; (ii) Partner shall return to PYMY or shall destroy in accordance with PYMY’s instruction, all copies of confidential information supplied by PYMY to Partner or to which Partner may have gained access to. 28. NOTICES 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. Either Party may change its address for purposes hereof giving notice to the other Party. 29. AMENDMENTS PYMY, upon prior written notice may at any time and for whatsoever reason it may deem proper amend, revise or modify this Agreement. Any such amendments shall bind the Partner unless the Partner objects thereto by manifesting his intention to terminate this Agreement in writing within thirty (30) days from notice of amendments. Failure to notify PYMY of Partner’s intention to terminate this Agreement shall be construed as acceptance by the Partner of the amendments to this Agreement. 30. SEPARABILITY 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 istrative 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. 31. FORCE MAJEURE To the extent applicable to the implementation of this Agreement, the Parties will comply with their respective internal business rules or Corporate Governance policies. In this connection, the Parties shall [a] advise or inform each other about any violation, whether actual or potential, by any person of their respective and/or each other’s policies in relation to this Agreement; [b] address or resolve such violation in accordance with their own internal business rules or Corporate Governance policies; and, [c] inform the other Party of the action taken thereon. In the event that this Agreement is later found to be violative of the internal business rules or Corporate Governance policies of either Party, the Parties shall negotiate in good faith to amend and revise this Agreement to make it compliant with the internal business rules or Corporate Governance policies found to have been violated. The Parties finally agree that any dispute, breach or violation of this provision shall be dealt with, remedied and/or resolved in accordance with the appropriate provisions of this Agreement on dispute settlement. 32. RELATIONSHIP Performance by the Parties under this Agreement shall be as independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto, and the Partner shall not hold itself out or allow itself to be held out as a partner of PYMY. 33. GOVERNING LAW 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. 34. AUTHORITY Each of the Parties represents and warrants to the other that it/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. 35. BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the Parties, their successors-in- interest and permitted assigns. Partner may not however assign or transfer its rights hereunder, without the prior written consent of PYMY.

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement Partner shall abide by all PYMY-prescribed processes for the setting-up and subsequent servicing required for the SMART Padala business. Partner shall not allow in any way any deviation from the aforementioned PYMY-prescribed processes. Partner acknowledges and accepts that PYMY, for the duration of this Agreement, may at any time conduct post verification, evaluation, security and quality assurance testing on all Partner-related declared system and any PYMY-authorized technical platform. Partner shall not make any changes in the PYMY-authorized technical platform, including but not limited to the systems design, information flow, contents or software applications, external equipment connectivity and set-up, parameters configuration. For the purpose of this provision, Partner shall allow PYMY access to its declared system and any PYMY-authorized technical platform. Partner shall ensure the security of its access, systems and processes, on its declared system and/or the PYMY-authorized technical platform against all unauthorized access, connection or modification to PYMY’s systems and Services. 38. DISCLOSURE OF CHARGES The Partner shall fully disclose the rates and charges to customers by means of displaying the approved and official rate table provider by PYMY. Violation of suggested rates by PYMY is subject to termination of . 39. 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 their applicable local laws. The Parties agree that any dispute, breach or violation of this Section shall be dealt with, remedied and/ or resolved in accordance with the appropriate provisions of this Agreement on dispute settlement.

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES QUEZON CITY

) ) S.S.

I certify that on this date before me, a notary public duly authorized in the city named above to take acknowledgments, personally appeared: NAME

COMPETENT EVIDENCE OF IDENTITY

DATE AND PLACE ISSUED

who were identified by me through competent evidence of identity to be the same persons who executed the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed and that they have the authority to sign on behalf of their respective principals. WITNESS MY HAND AND SEAL this ____ day of ___________ 2016. Doc No. ______; Page No.______; Book No. _____; Series of 2016.

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex A LOCATIONS All the listed locations of the Partner including approval of the future ones (if any) will be offering full Smart Padala Center Services. Additional locations shall be submitted to PayMaya with complete documents as required by PayMaya. Business Name

Address

Numbers

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex B Penalties 1.  Counting  of  Offense  w ill  be  on  per  instance  basis.     Violation  category  is  categorized  under  M INOR  or  M AJOR  VIOLATION.  W hen  a  M AJOR  VIOLATION  is  committed,  automatic  temporary    deactivation  and  penalty  w ill  be  implemented.     2.  Penalty  amount   Non-­‐payment  of  penalty  after  30  days  will  be  subject  for  temporary  deactivation  of  .  

  3.  Payment  of  Penalty   Payment  of  Penalty  Amount  w ill  be  autodebited  from  the  Smart  M oney  of  the  M IMO.  In  the  event  that  the  w allet  fund  of  the  M IMO  is  insufficient,  the  M IMO  will  be  advised  to  pay  the  remaining  amount  in  CASH  or  CHECK.  

4.  In  the  event  that  the    is  deactivated,  the  M IMO  shall  re-­‐apply  for  an    by  submitting  a  formal  letter  to  PayMaya.  Previous    will  be  reactivated  and  w ill  tagged  as  "with  previous  violation  record."  Reactivation  of    w ill  be  subject  for  review  and  approval  of  Paymaya  m anagement  and  Compliance.  

Penalty  and  Termination  M atrix   Violation Non-­‐Compliance  to  KYC Record  Retention

Definition Agent  is  not  following  KYC  standard  procedure  as  prescribed  by  PayMaya. All   records   of   all   transactions   of   covered   institutions   shall   be   maintained   and   safely   stored   for   five   (5)   years   from   the   dates   of   transactions.   With   respect   to   closed   s,   the   records   on   customer   identification,     files   and   business   correspondence,   shall   be   preserved   and   safely   stored   for   at   least   five   (5)   years   from   the  dates  when  they  were  closed. Agent   is   not   following   Consumer   Protection   Act   which   includes   Disclosure   and   Transparency   of   rates,   security   of   customer   information,   remind   customers   to   safeguard  and  do  not  disclose  reference  number  for  claiming,  safeguard  logbook  and   copies   of   transaction   slips,   understanding   of   products   and   services-­‐   key   features,   benefits,   and   risks,     and   conditions,   providing   customer   hotline   for   escalation,   display  of  advertising  and  promotional  materials  that  disclose  facts  and  protection  of   client  information. Any  person  who,  with  m alice,  or  in  bad  faith,  reports  or  files  a  completely  unwarranted   or  false  information  relative  to  m oney  laundering  transaction  against  any  person.  

MINOR Applies  1st  -­‐4th  offense  m atrix Applies  1st  -­‐4th  offense  m atrix

Breach  of  confidentiality  

Prohibition   on   communication,   in   any   form,   of   any   on   going   money   laundering   investigation.  

 

Money  Laundering  

Any  person  knowing  that  any  m onetary  instrument  or  property  represents,  involves,  or   relates   to,   the   proceeds   of   any   unlawful   activity,   transacts   or   attempts   to   transact   said   monetary  instrument  or  property.     Any  person  knowing  that  any  monetary  instrument  or  property  involves  the  proceeds   of   any   unlawful   activity,   performs   or   fails   to   perform   any   act   as   a   result   of   which   he   facilitates  the  offense  of  m oney  laundering  referred  to  in  paragraph  above.     Any  person  knowing  that  any  monetary  instrument  or  property  is  required  under  this   Act  to  be  disclosed  and  filed  with  the  Anti-­‐Money  Laundering  Council  (AMLC),  fails  to   do  so.   Any   breach   by   the   Agent   of   any   of   its   obligations   under   the   Agreement   not   covered   by   the  above  classifications.  

 

Consumer  Protection

Malicious  Reporting  

Breach  of  Agreement  

GENERAL  RULE    

ACTION    

Applies  1st  -­‐4th  offense  m atrix

 

  Applies  immediately  upon  proven  violation   Written  Notice  +  Temporary  Deactivation  of       +  Penalty     15,000 Applies  immediately  upon  proven  violation   Written  Notice  +  Temporary  Deactivation  of       +  Penalty     15,000   Applies  immediately  upon  proven  violation   Written  Notice  +  Temporary  Deactivation  of       +  Penalty     15,000  

 

Applies  immediately  upon  proven  violation   Written  Notice  +  Temporary  Deactivation  of       +  Penalty     15,000  

1.  Counting  of  Offenses  w ill  be  based  on  per  instance  of  violation.     2.  M IMO  shall  pay  corresponding  penalty  amount  for  listed  violation.     3.  An    w ill  be  temporary  or  permanently  deactivated  based  on  the  stated  no.  of  offense.  

FREQUENCY    

1st  Offense  

2nd  Offense    

Written  Notice     Written  Notice     +  Penalty    

PENALTY  AMOUNT    

PHP  0.00  

PHP  5,000.00  

3rd  Offense  

4th  Offense  

Written  Notice  +  Temporary  Deactivation  of       +  Penalty    

Written  Notice     +  Penalty   +  Deactivation  of      

PHP  10,000.00  

PHP  15,000.00  

Auto  debit  from  Smart  M oney  .  An  autodebit  T&C  will  be  signed  by  M IMOs.  In  the  event  that  the   fund  of  Smart  M oney    is  insufficient,  M IMO  shall  pay  the  remaining  amount  in  CASH  or  CHECK.    

PAYMENT  OF  PENALTY      

MAJOR

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex C Domestic Remittance Cash-In and Cash Pick-Up Services

The Domestic Remittance Cash-In and Cash Pick-up services refers to the domestic money transfer services of Smart Padala Center. Rates, Commission, and Service Fees

Services Cash-In Cash-Out

Rates Suggested Fee to Customers: 2.5% of the sent amount Suggested Fee to Customers: 2.5% of the encashed amount

Commission None None

Service Fees (VAT INCLUSIVE) 0.50% to be deducted from the Partner’s e-wallet

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex D International Remittance Cash Pick-up Service The International Remittance Cash Pick-Up service allows the Partner to perform encashment of remittance from PYMY’s international remittance partners. Rates, Commission, and Service Fees

Services Cash-Out/ Cash Pick-up

Rates Suggested Fee to Customers: Ph0

Commission Php50

Service Fees (VAT INCLUSIVE) None

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex E Bills Payment

The Bills Payment service refers to the fulfillment of payments for PYMY’s bills pay partners. Rates, Commission, and Service Fees

Services Bills Pay Fulfillment

Rates Suggested Fee to Customers: Php0-Php20 depending on the bill pay rate table provided by PYMY

Commission Depending on bill service

Service Fees (VAT INCLUSIVE) Php2.50 deducted from airtime load

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex F Loan Disbursement

The Loan Disbursement Service refers to the releasing of loan in cash for the accredited partners of PYMY.

a. b. c. d. e.

Loan Disbursement-refers to the disbursement of loan in cash form to the qualified loan applicants. Loan Service-refers to the service of PYMY partner that offers cash lending services to its Borrowers. Loan Service -refers to the cash lending that bins the accredited partner of PayMaya and its Borrower. Borrower-refers to qualified individual that borrows cash from the accredited partner of PayMaya. Loan Interest-refers to the set rate based on borrowed principal amount imposed by the partner of PYMY to its Borrower that needs to be paid to the partner of PYMY based on the scheduled set by the PYMY’s partner.

Responsibilities: 1. 2. 3. 4. 5.

Disbursement full amount of approved loan to Borrowers using PayMaya platform. Do not charge any (additional) fee to the Borrowers. Inform PYMY’s or PYMY’s partner immediately for any doubts in Borrower's identity Ask Borrower to present valid ID. Loan Interest is dictated by PYMY’s partner.

Rates, Commission, and Service Fees

Services Loan Disbursement

Rates Suggested Fee to Customers: depending on loan disbursement rate table provided by PYMY

Commission Depending on loan tier or 1.5% of the loaned amount whichever is higher VAT inclusive

Service Fees (VAT INCLUSIVE) None

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex G e-Wallet Top-up Service The e-Wallet top-up service refers to the electronic loading of e-wallet value of the customers.

Rates, Commission, and Service Fees

Services e-Wallet Top-up

Rates Suggested Fee to Customers: 2%

Commission None

Service Fees (VAT INCLUSIVE) 0.50%

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex H Airtime Load Top-up Service

The airtime load top-up service refers to the loading of electronic airtime load to customers.

Rates, Commission, and Service Fees

Services Airtime Load Top-up

Rates Suggested Fee to Customers: plus 2% of the loaded airtime load amount

Reseller Rate 4.4% or depending on the rate table provided by PayMaya

Service Fees (VAT INCLUSIVE) None

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex I PayMaya Card Reselling PayMaya card reselling service authorizes the Partner to resell PayMaya cards to its channel/s or channel/s specified by PYMY.

Rates, Commission, and Service Fees

Services PayMaya Card

Rates Suggested Fee to Customers: Php100.00 EMV; non-Beep Suggested Fee to Customers: Php200.00 EMV; Beep Minimum Order Quantity: 20,000

Reseller Rate Php80 Php180

Service Fees (VAT INCLUSIVE) None

 

SMART PADALA CENTER SERVICES Authorized Agent Agreement

Annex J KYC as a Service

KYC as a Service refers to the fulfillment of KYC or “Know-Your Customer” for PYMY’s accredited partner/s.

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15

Correctly follow the training procedures. Check ID (validate the identity). port, Driver’s License, SSS ID, Postal ID, TIN Card, PhilHealth Card, GSIS ID, PRC ID, and Voter’s ID or other valid IDs as prescribed by PYMY. Check picture on ID. Check client has a valid unique identification electronic or in any form as prescribed by PYMY. Accomplish client’s data responsibly Raise any concerns via the hotline. i(i.e. client is drunk, drugged or inadequate; Customer is brought to the agent by another person (assisting or helping during the application); Customer does not know his personal information (names, address, date of birth etc.) Notify the PYMY if there are any unusual events during KYC (i.e. Customer has any concerns or questions related to the product, contract or and conditions. Customer does not want to sign on the and conditions or to provide second person and keep safe personal identity credentials provided by the Customer. Co-sign (validate with signature) the contract to be provided by accredited partner of PYMY thru PYMY. Take high-quality/reliable picture if ID and client’s face Keep the tablet/stylus/smartphone safe, charged “on”. Accept client’s applications Keep service information in the vicinity of cashier Provide Partner with report on number of customers interested provided that Partner provides automated tool to facilitate the report. Ensure confidentiality of the information collected from the Customer.

Rates, Commission, and Service Fees

Services KYC as a Service

Rates Suggested Fee to Customers: Php0

Commission Php20.00

None

Service Fees (VAT INCLUSIVE)

KYC as a Service for PayMaya

Suggested Fee to Customers: Php0

Php25.00

None

*Qualification of Agent to perform KYC as a Service for PayMaya is still subject for evaluation and approval of PayMaya. Additional document requirements and other provisions may be required as deemed necessary.