This Agreement is between EMANDARIN VENTURES, INC., a registered Philippine entity with office at 902 The Finance Center, Bonifacio Global City, Taguig City (referred to as "PayLoro"), and the merchant whose name and particulars appear in the signatory section on page 7 (referred to as "Merchant"). PayLoro and Merchant are collectively called the “Parties” and individually as a “Party.”
WHEREAS, PayLoro has represented that it has a system to allow Merchant’s clients (hereafter, “Client[s]”) to make payments, remittances, money transfers, subscriptions and purchases using a facility called the PayLoro Services (Hereafter, the “Services”);
WHEREAS Merchant is desirous of subscribing and using PayLoro Services as stated below and PayLoro has, at the request of Merchant, agreed to provide the said PayLoro Services to Merchant in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the foregoing premises and the terms and conditions set forth herein set forth, EMVI and MERCHANT hereby mutually agree as follows:
1.DEFINITION OF TERMS - The following terms, whether used in singular or plural form, shall have the meanings as outlined below:
1.1.1 AGREEMENT – Refers to these terms and conditions, including all annexes, attachments, and any additional agreements with the MERCHANT regarding the PayLoro Services.
1.1.2 ACCOUNT STATEMENT – Details on financial operations provided to the MERCHANT as part of the PayLoro Services.
1.1.3 CLIENT – A customer of the merchant who uses the merchant’s website or accepted channels to transact through PayLoro Services.
1.1.4 EMandarin Ventures Inc. – The company registered under Philippine law, operating the PayLoro Services.
1.1.5 PAYLORO SERVICE OR SERVICES – The service and solutions offered by EMandarin Ventures Inc., enabling Clients of any Merchant to make payments through various payment channels, directly debiting the CLIENT’s fund source and crediting the Merchant’s account with EMandarin Ventures Inc.
1.1.6 FORMS – Any electronic documents requiring the client’s financial information to use the PayLoro Service.
1.1.7 BUSINESS DAY – Any day excluding Saturdays, Sundays, public holidays in the Philippines, and holidays designated by the Bankers Association of the Philippines or similar entities.
1.1.8 CONFIDENTIAL INFORMATION – means any information which is disclosed by a Party to the other Party for the purpose of this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such);
1.1.9 PAYMENT TRANSACTIONS – means a legitimate transaction of money transfer, payment, remittance, subscription, purchase or settlement between the CLIENT and the MERCHANT performed in whole or in part through the EMVI SERVICE.
2.GENERAL PROVISIONS
2.1. Under this Agreement, EMandarin Ventures Inc. (PayLoro) agrees to provide the Merchant with services to facilitate PayLoro Services for Clients.
2.2. The Merchant should carefully review this Agreement. By accepting, the Merchant confirms they have read, understood, and agreed to these terms. The Agreement becomes effective when the Merchant signed the agreement.
2.3. Nothing in this Agreement creates or implies any partnership, joint venture, or agency relationship between EMandarin Ventures Inc. and the Merchant.
2.4. The PayLoro Services is provided on an "as is" basis; while EMandarin Ventures Inc. endeavors to ensure proper functionality, it does not guarantee compatibility with Client devices.
2.5. EMandarin Ventures Inc. reserves the right, at its discretion, to investigate or respond to reported or alleged violations by the Client and apply appropriate consequences for misconduct.
3.SECURITY AND PRIVACY PROVISIONS
3.1. EMandarin Ventures Inc. and the Merchant commit to securing and maintaining the confidentiality of Client information in compliance with applicable laws.
3.2. Use of the PayLoro Services requires Client identity verification and fund source authorization.
3.3. All transactions processed are logged in electronic files.
3.4. In case of any security threat to Client Information, EMandarin Ventures Inc. may suspend service until the issue is resolved.
3.5. For privacy and security reasons, the Merchant is prohibited from entering Client data into Forms on their behalf.
3.6. EMandarin Ventures Inc. may suspend service to the Merchant for any unethical or unauthorized use of the PayLoro Services.
3.7. If service is suspended, the Merchant must submit a satisfactory explanation to EMandarin Ventures Inc. to resume access. Upon approval, service will be reactivated within 10 business days.
3.8. By using the Service, the Merchant agrees that its use is governed by the Privacy Policy.
4.TIME OF TRANSACTIONS
4.1. Payment Transactions received by EMandarin Ventures Inc. before 12:00 midnight Manila time (GMT+8) are processed the same day; those after are processed the next business day.
4.2. Payment Transactions will be settled according to terms outlined in “Attachment 3 – Payment Transactions”.
5.MODIFICATIONS OF THE SERVICE
5.1. EMandarin Ventures Inc. may add, modify, or remove payment methods as needed, with the current options outlined in “Attachment 1 – Services”.
5.2. Merchants will be notified of modifications at least two weeks in advance.
5.3. Software updates may include new features or improvements, and the merchant will be informed accordingly.
6.RESPONSIBILITIES OF THE MERCHANT
6.1. The Merchant will set up an interface to connect to the PayLoro Services. Setup costs are the responsibility of the merchant unless otherwise agreed.
6.2. The PayLoro Services is solely for use with agreed websites, products, and services.
6.3. The Merchant must not use the PayLoro Services for illegal or unethical products or services.
6.4. The Merchant is responsible for any issues regarding product/service delivery.
6.5. The Merchant bears financial risks for errors or fraudulent Client actions.
6.6. The Merchant indemnifies EMandarin Ventures Inc. for damages from non-compliant activities and assumes liability for Client disputes.
6.7. All Client complaints and queries are to be handled by the Merchant.
6.8. The Merchant must investigate and resolve billing complaints.
6.9. If a client’s account must be credited due to error or fraud, EMandarin Ventures Inc. PayLoro may deduct the amount from the Merchant’s unsettled transactions.
6.10. The Merchant agrees to enforce EMandarin Ventures Inc. policies with Clients.
6.11. Unauthorized use or distribution of PayLoro Services products is prohibited.
6.12. The MERCHANT agrees to exclusively use PayLoro QRPH as its sole payment solution for accepting digital payments from its customers. MERCHANT shall not integrate or use any other QR-based payment solutions from EMVI’s competitors.
7.RESPONSIBILITIES OF EMandarin Ventures Inc.
7.1. EMandarin Ventures Inc. aims to keep the PayLoro Services accessible, though external factors may affect availability.
7.2. EMandarin Ventures Inc. is not liable for access issues caused by network failures or other factors outside its control.
7.3. EMandarin Ventures Inc. will:
· Operate and maintain the PayLoro Services.
· Provide system documentation to assist the Merchant with the necessary integrations.
· Support the Merchant with implementation.
· Process payments through available channels.
· Credit Client payments to the Merchant’s account.
· Provide the Merchant with an account statement.
· Implement security measures to reduce fraud or errors.
7.4 EMVI commits to collaborating with MERCHANT for QRPH payment solutions in their payment network.
8.INTELLECTUAL PROPERTY
8.1. EMandarin Ventures Inc. retains ownership of all intellectual property associated with the PayLoro Services.
8.2. The Merchant may not modify, reproduce, or otherwise use EMandarin Ventures Inc.’s intellectual property without permission.
8.3. The Merchant may display EMandarin Ventures Inc.’s logo for promotional purposes, subject to the terms of this agreement.
9.CONFIDENTIALITY
9.1. All information shared between EMandarin Ventures Inc. and the Merchant during negotiations and subsequent interactions is confidential.
9.2. Confidentiality terms are further detailed in the Privacy Policy.
10.FEES FOR THE SERVICE
10.1. Fees are as outlined in the current "Attachment 5 – Fee Schedule" on https://emandarin.ph/fees.
10.2. EMandarin Ventures Inc. may change fees with at least two weeks' notice.
10.3. EMandarin Ventures Inc. may suspend services for non-payment.
11.REPRESENTATIONS AND WARRANTIES OF THE MERCHANT
11.1. The Merchant warrants that:
· They are licensed to sell their products or services online.
· Content does not infringe third-party rights.
· Content complies with relevant laws and third-party agreements.
12.LIMITATION OF LIABILITY
12.1. EMandarin Ventures Inc. liability is limited to the extent permitted by law.
12.2. EMandarin Ventures Inc. is not liable for indirect, incidental, or special damages, including profit loss.
13.TERM AND TERMINATION
13.1. The agreement has an initial one-year term and renews annually unless terminated with one month’s notice.
13.2. EMandarin Ventures Inc. may suspend or terminate the Services for legal or technical reasons, resulting in the immediate expiration of all rights granted to the Merchant.
13.3. EMandarin Ventures Inc. may terminate immediately for material breaches, especially those violating intellectual property rights or financial obligations.
14.MISCELLANEOUS
14.1. EMandarin Ventures Inc. may amend this Agreement with two weeks’ notice. The Merchant may terminate if they disagree with changes.
14.2. Amendments or waivers must be in writing.
14.3. This Agreement is governed by Philippine law, with disputes settled in relevant courts.
14.4. Neither party is liable for delays caused by events beyond their control.
14.5. Authorized representatives confirm they have the authority to enter this Agreement on behalf of their respective companies.
15.RATE ADJUSTMENT
15.1The Company reserves the right to modify its rates, fees, or charges at any time without prior notice. Such adjustments may be due to market conditions, regulatory changes, increased operational costs, or other relevant factors. Continued use of our services after any rate change constitutes acceptance of the new rates.
16.TAXES AND WITHHOLDING TAX
16.1. The Merchant acknowledges and agrees that all payments made under this Agreement shall be subject to applicable taxes, including but not limited to withholding tax, as required under Philippine tax laws and regulations.
16.2. The Merchant shall withhold the applicable percentage of tax from payments due to EMandarin Ventures Inc. (PayLoro) and shall timely remit such withholding tax to the Bureau of Internal Revenue (BIR) or any other relevant tax authority as mandated by law.
16.3. The Merchant shall provide PayLoro with the official tax withholding certificate or any equivalent proof of remittance within the prescribed period required by law.
16.4. Failure to withhold and remit the required taxes shall render the Merchant solely responsible for any penalties, surcharges, or interest imposed by the relevant tax authorities.
16.5. In the event of any change in tax laws or regulations affecting withholding tax obligations, both Parties shall comply with the updated requirements and make necessary adjustments to their obligations under this Agreement.