a. Collate and submit the applicable requirements set forth in our Merchant FAQs page on https://docs.billease.ph/registration/how-to-register ;

b. Appoint and give sufficient legal authority to such Merchant Staff and/or Merchant Contractor who liaise with and give instructions to BillEase on behalf of Merchant.

c. Obtain the consent of each Merchant Staff and Merchant Contractor who will provide their personal information to BillEase in connection with the (i) review, negotiation, execution of the Merchant Agreement or (ii) performance and maintenance of the Service.

a. Merchant through direct integration with the merchant’s website or mobile application, implementation of BillEase QR codes in physical /brick-and-mortar stores, and creation of unique payment links which consumers use to transact with the Merchant, and

b. Client through their account on the BillEase App.

a. First Digital Finance Corporation (doing business under the names of FDFC, BillEase, and Balikbayad) (“FDFC”), a legal entity regulated by the Securities and Exchange Commission as a financing company (CoA No. 1101) and by the Bangko Sentral ng Pilipinas as Operator of Payment System (OPSCOR-2021-0007); and/or

b. each of the parent company, subsidiary, or affiliate of FDFC, and its and their respective assignees or successors-in-interest.

a. the sale of goods and services through e-commerce or online platforms; brick-and-mortar shops or physical stores; and/or social commerce or social media marketplaces, or

b. the business of providing payment solutions through a payment gateway, platform, facility, or electronic transfer service.

a. As to Merchant: a person who purchases goods and services from the Merchant, paid for using the Service.

b. As to BillEase: a person who applies for and is granted a loan by BillEase, the proceeds of which is used to pay for the goods and services of Merchant.

a. this Terms of Service page;

b. the applicable requirements set forth in our Merchant FAQs page on https://docs.billease.ph/registration/how-to-register ; and

c. the terms of the specific agreement that Merchant signed access the Service, including any attachments, annexes, amendments, supplements, and extensions thereto (the “Merchant Agreement”).

a. BillEase may charge fees for connecting, using, disconnecting, and/or reconnecting from the Service.

b. The specific functionalities of the Service that Merchant are priced according to the Merchant Agreement signed between Merchant and BillEase. BillEase reserves the right to modify, add, or scale back fees upon reasonable notice. In addition to the fees in the Merchant Agreement, you are responsible for any amounts owed to Merchant due to any disputes or other settlement issues in connection with your use of the Service.

a. Merchant agrees to use the Service on a nonexclusive basis to sell goods and services on the Merchant’s Platform.

b. Merchant agrees that only registered BillEase Clients or those Clients who agreed to and successfully pass full underwriting and Know Your Client (KYC) verification conducted by BillEase are eligible to use the Service on the Merchant’s Platform. Clients can avail different installment schemes as set out by the Merchant under the Merchant Schedule.

a. Merchant has the sole responsibility to ensure the security, integrity, and availability of the hardware, software, communication channels, and systems that it uses to connect to the Service, as well as the authenticity and confidentiality of the data that Merchant may pass to BillEase via the API.

b. BillEase shall not be liable for any damages, costs, consequences, or losses arising from or in connection with the Merchant’s use of the API or third-party products that access data via the API.

c. Merchant is responsible for the actions of Merchant Staff and/or Merchant Contractor who have access to the Service and Merchant’s Account.

d. Merchant shall maintain the appropriate number and specifications of system hardware and software, updated operations manuals, and such number of Merchant Contractor and/or Merchant Staff with sufficient skill and authority to oversee the provision of the Service.

e. Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of the Merchant’s account’s access to the API. BillEase, in its sole discretion, will determine abuse or excessive usage of the API. BillEase will make a reasonable attempt via email to warn the Merchant prior to suspension.

a. Products and/or services intended to be used to create or trade illegal drugs and controlled substances or ingredients or paraphernalia for such;

b. Cryptocurrencies, Non-Fungible Tokens (NFTs) or any highly speculative digital assets;

c. Pyramid and multi-level marketing schemes which includes selling of products or services;

d. Escort agencies, sexual services, and/or massage parlors that offer similar services;

e. Refinancing loans, payday loans, unsecured loans, or any line of credit;

f. Counterfeit goods/replicas or those infringing intellectual property (IP) rights;

g. Weapons, ammunition, military arms, explosive devices and/or firearm parts;

h. Products and services that promote hate, violence, discrimination, terrorism, harassment or abuse;

i. Products that circumvent copyright protection or that facilitate the unlicensed use of copyrighted materials and other intellectual property;

j. Gambling activities, licensed or otherwise;

k. Illegal products/services or any service providing peripheral support of illegal activities under Applicable Law;

l. Products, services, or activities that engaged in any form of deceptive marketing practices;

m. Jammers or devices that are designed to block, jam or interfere with personal communication devices that can be used for terrorism or violence and activities to violate Applicable Law.

n. Jewelries and high-value items that can be easily sold and are often associated with scams, fraud, or illicit trade.

a. the Approved Transaction represents a bona fide sale of goods or services by Merchant to Client;

b. Merchant has delivered or has arranged for delivery of the goods or performance of the services within the applicable time as stated in the Client’s order;

c. the goods and/or services at the time they were delivered to the Client were in good condition and correct quantity and quality, and the Client and/or Merchant can verify such fact to BillEase upon request;

d. Merchant does not impose a surcharge on Clients for using the Service.

e. Merchant will not do anything to prevent any amounts owing to BillEase in connection with a Client’s Approved Transaction being valid and enforceable against the Client.

a. Re-sell, sublicense, assign, transfer or subcontract the use of the Service to third parties.

b. Upload, transmit, or post any information for a third party, including any Client Information not pertaining to the Merchant, on the platform;

c. Allow an unauthorized Merchant Staff or Merchant Contractor to log into or use the Service;

d. Upload, transmit, email or publish any information or material which is harmful, threatening, abusive, libelous, obscene, derogatory (in any form), defamatory or libelous, discriminatory, racially or ethnically objectionable or contains pornography or encourages money laundering or gambling;

e. Violate the rights of any person;

f. upload, transmit, email or publish any information or material which is harmful to minors;

g. Upload, transmit or publish any viruses or other malware, to corrupt, interrupt, limit, destroy or otherwise impact the Service, BillEase’s computer systems, or the computer systems of other Client or third party systems;

h. Upload transmit or publish anything which the Merchant does not have the rights to or any material which infringes the intellectual property rights (in whatever form) of any third party;

i. Use the Service in any manner which is not permitted in this TOS or in the Merchant Agreement, or is otherwise contrary to Applicable Law or morals;

j. Access the Service in an unauthorized manner, including by hacking or using login credentials of any other Clients or using bots;

k. Use the Service for any unauthorized marketing purposes or for sending any unsolicited materials or advertisements;

l. Reverse-engineer, modify, decompile, disassemble or copy the Service or its source code;

m. Insert harmful code or viruses into the Service or BillEase App;

n. Allow, through its fault, negligence or omission, a Merchant Contractor or Merchant Staff to do any of the prohibited acts enumerated in this TOS.

o. Use any search mechanisms other than that provided on the Service and will not use any web-crawler or any data harvesting tools to harvest data or information of any sort from the Service.

a. The Approved Transaction violates Applicable Law, the Merchant Agreement, or this Terms of Service;

b.The Client acquired cash or cash equivalents instead of goods or services following the transaction; and

c. Merchant accepted any payment directly from Client on the Approved Transaction.

a. Merchant’s logo, trademark, service mars, or brand on BillEase’s website, social media, and other marketing collaterals, and

b. Merchant’s legal name or trade name in the user flow on the BillEase App.

a. BillEase has the absolute right and sole discretion at any time to develop, build, maintain, iterate, operate, suspend, revoke, change, add, or delete any aspect (each, a “Modification”) of the Service, in whole or in part, including its scope and any of its inclusions and exclusions, features, or functionalities.

b. You should contact BillEase if you do not agree with any of the Modifications introduced to the Service or if you believe that such Modifications violate a specific obligation that BillEase has previously contracted with you in the Merchant Agreement. You may initiate the specific dispute resolution and/or termination provisions in the Merchant Agreement for this purpose. Otherwise, please immediately stop using or disconnect from the Service to avoid any unintended consequences that may arise from the Modifications that you do not wish to accept.

a. perform either party’s obligations under the BillEase Service Agreements, including compliance with any Applicable Law, legal order or regulatory requirements in relation thereto;

b. allow the Merchant to deliver the goods or services purchased by the Client on the Merchant’s Platform and paid through the Service;

c. allow the parties to comply with its obligations, protect its rights, or enforce its remedies under the loan agreement corresponding to the Approved Transaction, and

d. protect and enforce the rights of either party in relation to the Service or use thereof.

a. There is a high delinquency rate and/or high number of suspected fraudulent transactions among merchant’s Clients.

b. Merchant has a substantial number of Client Disputes, whether resolved or unresolved.

c. There are critical technical or operational issues with Merchant’s Platform that may affect the provision of the Service or pose risks to BillEase’s network.

d. Merchant is subject to any legal or regulatory proceeding that may, in the sole opinion of BillEase, adversely affect Merchant’s ability to continue performing its obligations under this TOS or the Merchant Agreement.

e. Merchant breaches any provision of any BillEase Service Agreement and (i) such breach cannot be remedied or (ii) Merchant has failed to remedy such breach within thirty (30) days from written notice issued by BillEase.

f. Merchant changes its business and/or its product offerings to a significant degree, such that BillEase no longer believes that the partnership is mutually beneficial.

g. Either Merchant or BillEase is unable to perform its obligations because of a Force Majeure Event. A “Force Majeure Event” means any event that occurs beyond a Party’s reasonable control and/or which could not have been avoided, including without limitation acts or omissions of government or military authority, acts of God, natural or manmade disasters, diseases and epidemics, labor disturbances, riots, or wars; provided, however, that the Party affected by such Force Majeure Event (i) immediately notified the other Party, (ii) did not contribute to the happening of the Force Majeure Event in any way, and (iii) enacted measures to mitigate the effects of the Force Majeure Event.

h. A change in Applicable Law makes it unlawful for either Party to continue their business relationship under this TOS or the Merchant Agreement.

a. Merchant must inform BillEase at least one (1) business day prior to the disconnection if Merchant wishes to disconnect from the Service temporarily, citing the reason for the disconnection and the expected reconnection time.

b. Merchant is solely responsible for informing its Clients that BillEase will not be available as a payment option to them due to Merchant’s voluntary actions.

a. the information, data or contents of the Service or the BillEase App are accurate, complete, and reliable;

b. the Service or the BillEase App will be available at all times and will operate error free or that there will be uninterrupted access and service;

c. the Service or the BillEase App is free from viruses, malware, or other harmful code.

a. disruption, defect or breakdown in or failure of the Service, BillEase App, or any system, facility, platform or technology used to authorize or record Client transactions;

b. any direction, instruction, notice or request made by Merchant (through Merchant Staff or Merchant Contractor) to BillEase and all acts or steps by BillEase pursuant thereto, regardless of whether BillEase had any information or knowledge that such direction, instruction, notice or request was incorrect, improperly given, or was otherwise irregular in any way;

c. any act or decision of BillEase in relation to the Service that is necessitated by change in Applicable Law, regulation or internal directive of BillEase management

d. any delay or failure in the transmission of the Payout to Merchant attributable to Merchant’s own fault or negligence or the fault or negligence of any third-party service provider.

a. The Merchant’s directors, officers, shareholders, authorized representatives, employees, agents, consultants, and advisors, (collectively, “Merchant Staff”)

b. The Merchant’s third-party technology service providers, suppliers, vendors, and contractors (collectively, “Merchant Contractor”)

a. Its business, including your corporate filings, licenses, and permits;

b. The products and services that will be paid using the Service;

c. Sales performance data for each Merchant Platform;

d. List of authorized Merchant Staff, such as listed in the General Information Sheet (GIS) of corporations;

e. Financial statements;

f. Typical Clients and competitors;

g. To the extent necessary to enable connectivity to the Service, details of Merchant’s technology stack;

h. Contact information of Merchant Contractors;

i. Personal information of the (i) Clients who will be using or interacting with the Service as a form of payment for the goods and services that you offer, (ii) Merchant Staff, and/or (iii) Merchant Contractor who are authorized to liaise with BillEase.

a. Evaluate Merchant’s technical, financial, and operational capacity to use the Service;

b. Provide the Service in accordance with the Merchant Agreement;

c. Review and improve the Service, BillEase App, and other offerings of the Company;

d. Carry out obligations to stakeholders and regulators of BillEase;

e. Comply with reports and legal processes required under Applicable Law.