Welcome to the BukuPay Terms and Conditions page ("Terms and Conditions"). This page governs matters regarding your participation, use, access, rights and obligations, and responsibilities concerning the use of the BukuPay platform (hereinafter referred to as the "BukuPay Services"), as well as the use of the soundbox device provided by BukuPay Services (hereinafter referred to as the "Device"). These Terms and Conditions also serve as a binding agreement between you as the user of BukuPay Services ("Merchant" or "You"); and (ii) Buku Pte Ltd, together with Paymongo Philippines, Inc. and Paymongo Payments, Inc., as the provider of BukuPay Services, powered by PayMongo ("BukuPay" or "We"). BukuPay and the Merchant are hereinafter collectively referred to as the "Parties" and individually as a "Party". Please read these Terms and Conditions carefully. You must read, understand, accept, and agree to all terms and conditions within these Terms and Conditions before using BukuPay Services. By ordering the Device and using the BukuPay Services, you expressly and explicitly declare that you have read, understood, and agreed to be bound by an agreement with Us; therefore, you represent your consent to utilize the BukuPay Services without any coercion from any party. If you do not agree to these Terms and Conditions, you are not permitted to use or access the Device and BukuPay Services. By agreeing to these Terms and Conditions of Use, you are deemed to have agreed to the BukuPay Privacy Policy, as well as any other terms and conditions implemented by BukuPay for Merchants from time to time ("BukuPay Policies"). Unless stated otherwise in these Terms and Conditions of Use, every word or term used herein shall have the same definition as the words or terms contained in BukuPay Policies. Furthermore, BukuPay Services provided are services rendered through cooperation with Service Providers. By agreeing to these Terms and Conditions of Use, the Merchant declares to have understood, agreed to, submitted to, and be bound by the Terms and Conditions held by the Service Provider (as defined below), including any amendments thereto from time to time. By agreeing to these Terms and Conditions of Use, you are deemed legally competent under the laws of the Philippines and the laws of the applicable jurisdiction to agree to these Terms and Conditions of Use. If you are not legally competent (including but not limited to minors, those under guardianship, or unauthorized representatives) and are not accompanied by or have not obtained consent from a person deemed competent to perform legal acts at the time of using the BukuPay Services and/or Device, then you are fully responsible for all actions you take with the Device, including but not limited to activities you conduct with other parties using the Device. If you are acting as an employee, agent, or proxy holder and acting for and on behalf of another individual, organization, business entity, legal entity, or other institution, you hereby represent and warrant that you are an authorized party to represent said party, and these Terms and Conditions of Use shall be binding upon the party you represent. 1. Definitions 1.1 "Merchant" means any individual or business entity that uses, is registered, and is verified on BukuPay and has placed an order for a Device connected to the BukuPay Services; 1.2 "Transaction Fee" is the fee charged to the Customer for each type of Transaction occurring on the Device; 1.3 "Calendar Day" means Monday through Sunday on the Gregorian calendar; 1.4 "Business Day" means any day other than Saturday, Sunday, and national holidays on which banks in Manila, Philippines are open for business; 1.5 "BukuPay Services" are Transaction payment services (as defined below) provided by the BukuPay platform, where the payment service provided is by scanning a QR Ph code (as defined below) displayed on the Device; 1.6 "Customer" is the party conducting a Transaction at the Merchant's location using QR Ph; 1.7 "Service Provider" is an official payment service provider that delivers the BukuPay Services, that holds a permit from Bangko Sentral ng Pilipinas (BSP) to provide BukuPay Services, namely Paymongo Philippines, Inc. and Paymongo Payments, Inc., or other third parties cooperating with BukuPay from time to time; 1.8 "Device" is a device in the form of a speaker or soundbox or other devices traded from time to time, capable of processing Transactions using QR Ph; 1.9 "Transaction Proof" is defined as the transaction history and/or written receipt of a Transaction listed on the BukuPay platform, which generally proves the existence of a Transaction, including the Merchant location, Merchant name, mobile number, Customer name, Transaction date, signature column (if any), and so on; 1.10 "Transaction" is any payment activity for goods and/or services performed by a Customer to a Merchant by scanning a QR Ph code displayed through a Device placed at the Merchant's location; 1.11 "QR Ph" is the Philippines' national standard for QR code payments, established by the Bangko Sentral ng Pilipinas (BSP) to enable quick, secure, and interoperable digital transactions. It allows consumers to pay or transfer funds by scanning a single, standardized QR code using bank or e-wallet apps, regardless of the provider; 1.12 "Personal Data" means any personal document or personal information determined based on the provisions of laws and regulations in the field of personal data protection in Singapore and Philippines and/or other Merchant personal information that can identify or make the Merchant identifiable, either directly or indirectly, through electronic and/or non-electronic systems; 1.13 "Business Data" is data regarding the identity, contact, and business profile of the Merchant, including but not limited to information regarding phone numbers, business categories, business names, photos of the business location, and the Merchant's business address; 1.14 "Verification" is the process of verification and validation (know your customer and/or know your business) conducted by the Service Provider on data related to the account registered by the Merchant on the BukuPay platform, which includes, among others, Personal Data and Business Data, and/or other additional documents or information as instructed by BukuPay from time to time; 1.15 "Selected Third Party" means Service Providers, Service Providers, as well as other parties selected to cooperate with BukuPay to provide their services within the BukuPay platform. 2. Scope of Services 2.1 Merchants may utilize BukuPay Services for Transaction purposes using a QR Ph code, which is issued specifically for the Merchant in accordance with the information and identity provided by the Merchant to BukuPay. All ownership and licenses over the BukuPay Services shall remain the property of the party owning the software, features, and/or said BukuPay Services and shall not transfer in any way to the Merchant. 2.2 The Merchant fully understands and realizes that in providing the BukuPay Services as referred to in these provisions, BukuPay cooperates with Service Providers who hold the necessary permits, approvals, and authority to organize BukuPay Services. 3. Verification and Device Rental Verification 3.1 Merchants must first complete the Verification mechanism determined by BukuPay before proceeding with the Device rental process. 3.2 The Merchant understands that BukuPay requires Verification to access its services, during which the Merchant will be asked to submit Personal Data, Business Data, and/or other additional documents or information as instructed by Us from time to time ("Verification Requirement Documents"). 3.3 The Merchant agrees that Personal Data, Business Data, and/or other information provided by the Merchant may be shared with our Service Providers solely for the purpose of the verification process. Such Service Providers shall be subject to obligations regarding the use of personal data based on applicable laws and regulations. 3.4 Without prejudice to other provisions herein, the Merchant agrees that BukuPay may disclose to and/or collect from the Service Provider any and all information and documents related to the verification process of the Merchant's account. 3.5 The Merchant hereby agrees to comply with the Verification rules and policies applicable to the Service Provider. 3.6 The verification and validation of Your Account will be processed by Us and/or the Service Provider for a max. of 7 (seven) Calendar Days after the Verification Requirement Documents have been successfully submitted through the BukuPay platform, or another timeframe in accordance with the Service Provider's policy. We reserve the right to request additional Personal Data, Business Data, or documents and information if User Verification is rejected. 3.7 The approval and/or rejection of a Verification application is at the sole discretion of BukuPay (through the Service Provider), with due regard to applicable laws and regulations. BukuPay, at its own discretion, may at any time withdraw approval of a Merchant's Verification application and revert the Merchant's account status to unverified, including if there are doubts regarding the accuracy, validity, or completeness of the documents and/or information submitted by the Merchant. 3.8 To prevent any misuse of the Merchant's account, BukuPay may suspend and/or block the Merchant's account if there is inaccurate, invalid, incomplete information/documents, and/or those that conflict with applicable laws and regulations. Device Rental 3.9 After successful Verification, the Merchant is entitled to rent a device for the duration specified by BukuPay on the Device rental page. Before the rental period expires, the Merchant will be contacted by the official BukuPay team regarding confirmation for a rental extension for the subsequent period. 3.10 If, by the end of the rental period, the Merchant does not provide extension confirmation and/or does not pay the rental extension fee, BukuPay reserves the right to terminate access, deactivate, and reclaim the Device from the Merchant. 3.11 During the rental period, the Merchant is obliged to maintain the Device to avoid damage, defects, and/or loss. The Merchant must immediately report to BukuPay if any damage, malfunction, or loss occurs to the Device during the rental period. 4. Transaction Mechanism and Use of BukuPay Service Device 4.1 All Transactions processed through the Device must use the Philippine peso (PHP) currency. During the transaction completion process, the Merchant must inform the Customer of the Transaction amount while showing the QR Ph code appearing on the QR Ph Device and requesting the Customer to scan the QR Ph code using the Customer's mobile phone. 4.2 The Merchant must monitor the Transaction status to ensure the correctness and validity of the Transaction on the Customer's phone. If the Customer successfully completes the Transaction, the Device will state that the Transaction is "Approved". 4.3 The Merchant must verify (i) the Proof of Transaction on the Customer's device/phone; and/or (ii) the Proof of Transaction on the BukuPay platform, as evidence for the Customer to collect the goods and/or services sold by the Merchant. The Merchant must acknowledge that such Proof of Transaction serves as valid and conclusive evidence both in and out of Court. 4.4 To validate the Transaction, the Merchant must store the Proof of Transaction and ensure that it contains the transaction data. We advise Merchant to keep the Proof of Transaction for 36 (thirty-six) months from the Transaction date. Under any circumstances, Customer data on the Proof of Transaction may not be written over, repaired, replaced, amended, and/or altered by the Merchant. 4.5 After a successful Transaction, the Merchant must provide the goods and/or services to the Customer in a timely manner, ensuring they are handed over with the Proof of Transaction specified in Articles 4.6 - 4.7 above. The Merchant is not permitted to provide goods/services without said Proof of Transaction. 4.6 For BukuPay Services, the cancellation of a completed Transaction is not permitted for any reason. 4.7 If the Merchant violates the above provisions, the Merchant shall be fully responsible. The Merchant agrees that BukuPay will not provide compensation or liability of any kind to the Merchant, Customer, or any party for risks, losses, or claims arising from the Merchant's negligence in receiving Transactions. The Merchant is obligated to indemnify BukuPay for any losses BukuPay may suffer due to such Transactions. The Merchant and/or Customer must return all such funds in cash to BukuPay no later than 7 (seven) Calendar Days after BukuPay submits the claim. 4.8 The Merchant is fully responsible and agrees that BukuPay will not provide compensation or liability for any lawsuits or claims resulting from the Merchant's negligence in delivering goods and/or services. 5. Fees, Merchant Discount Rate, and Subscription Fee 5.1 Fees applicable to the Merchant shall be determined based on the Merchant's segmentation as designated by BukuPay from time to time. 5.2 For Merchants classified as Micro Merchants, BukuPay shall charge a subscription fee equivalent to 1% (one percent) of the final Transaction value. 5.3 For Merchants classified under segments other than Micro Merchants, BukuPay shall charge a Merchant Discount Rate ("MDR") of 1% (one percent) of the final Transaction value. 5.4 The Transaction Fee will be charged directly to each Transaction by way of direct deduction during the settlement process to the Merchant. The settlement process will be carried out daily from the Transaction date. 5.5 The Merchant understands and agrees that BukuPay reserves the right to change the Transaction Fee provisions at any time in accordance with BukuPay policy and/or applicable laws, by providing written notice to the Merchant through communication media available on the BukuPay platform. 5.6 Subject to relevant laws and regulations, all successful Transactions processed through BukuPay Services shall be settled by BukuPay to the Merchant in bulk twice daily at 12:00 noon and 10:00 PM Philippine Time (PHT). The minimum settlement amount shall be PHP 50.00. If the total amount due for settlement is less than PHP 50.00, such amount shall be carried over to the next settlement cycle until the minimum settlement amount is met. 6. Transaction Disputes 6.1 For the purposes of this section, a Transaction Dispute includes: a. Requests submitted by a Customer to the Merchant via the issuing bank regarding transactions at the Merchant's store; b. Refunds made based on Customer requests for transactions at the Merchant's store; c. Refund settlements that cannot be resolved through methods (a) and (b). 6.2 Transaction Disputes are generally filed if: a. Goods are returned, services are not provided, or the Transaction is canceled by the Customer; b. The Customer denies performing the Transaction, disputes quality, or objects to delivery; c. The goods/services sold violate the law; d. Payment errors occur at the issuing bank or Service Provider; e. There is an indication of Fraud or the transaction was not made by a legitimate Customer; f. Other conditions deemed valid by the issuing bank. 6.3 All disputes will be processed first through the issuing bank and Service Provider. BukuPay will receive notification from the Service Provider regarding any disputes filed. 6.4 Once known, BukuPay will forward the information to the Merchant. The Merchant has a maximum of 2 (two) Business Days to appeal/refute the dispute. 6.5 To appeal, the Merchant must provide all supporting documents within the specified timeframe. 6.6 If no appeal is made within 2 Business Days, the dispute is deemed granted. The Service Provider will charge the Merchant for the funds deducted from the Customer in the next settlement. 6.7 BukuPay encourages Merchants to actively monitor information to avoid dispute risks. 6.8 Every dispute is subject to the internal policies and procedures of the respective banks (issuing and receiving). 6.9 The Merchant understands and acknowledges that: a. BukuPay acts only as a Platform and the Merchant's proxy to facilitate the appeal process. b. BukuPay will assist in the appeal after receiving supporting documents (per Article 6.5). c. The Merchant must provide truthful information and store proof of transactions for the issuing bank or Service Provider. d. The amount refunded to the Customer (deducted from settlement) is the full Transaction value. e. BukuPay is not responsible for disputes conducted outside the platform. f. BukuPay is not liable for any material or immaterial losses arising from authorized transactions or completed appeals. g. BukuPay is not liable for claims resulting from the Merchant's or Customer's own negligence. The Merchant agrees to release and hold BukuPay harmless. 7. Rights and Obligations of the Parties 7.1 Rights and Obligations of the Merchant: a. Merchant is entitled to receive maintenance support and support for the resolution of BukuPay Service disruptions in accordance with the service level agreement determined by BukuPay; b. Merchant is specifically required to have fulfilled and complied with all Device rental provisions determined by BukuPay and generally comply with the Terms and Conditions of Use and BukuPay Policies during the use of BukuPay Services; c. Merchant is required to inform BukuPay of 1 (one) Merchant bank account used for all matters related to the implementation of the Terms and Conditions of Use; d. Merchant is required to perform data updates if there are changes to the data and/or documents submitted during the use of BukuPay Services, including but not limited to location and bank account, at the latest 14 (fourteen) Calendar Days before the change is implemented; e. Merchant is required to use the Device only to serve Transactions in accordance with the features available on the BukuPay Service; f. Merchant is required to ensure they do not serve and/or perform Transactions in the form of cash withdrawals, cash-outs, and/or receive deposit transactions that are "money movement" in nature from any party including Customers or the Merchant themselves; g. Merchant is required to refuse and not accept or process Transactions if there are suspicions and/or indications that the Transaction is performed for matters that violate applicable laws and regulations; h. Merchant is required to ensure that they can maintain the QR Ph code as well as the Device as best as possible for the Merchant's own interests, and must ensure no other third party uses the Device on behalf of the Merchant illegally, including but not limited to by way of sale-purchase, transfer, and/or sub-leasing of the QR Ph and Device to take unilateral profit; i. Merchant is required to report actions known to indicate Fraud by including information on the Transaction amount, Transaction date, and if possible, the name of the Customer performing the Transaction; j. Merchant is required to maintain the confidentiality of Transaction data and Customer data using the BukuPay Service; k. Merchant is required to store the Proof of Transaction and other Transaction evidence for a period of at least 36 (thirty-six) months from the date the Transaction occurred; l. Merchant is required to maintain the Device during the rental period to avoid damage, defects, and/or loss; m. Merchant is required to immediately report to BukuPay if during the rental period damage, malfunction, or loss occurs to the Device; n. Merchant is required to be responsible for every claim, demand, compensation, and/or request for additional cost returns outside the Transaction Fees charged by the Merchant to the Customer; o. Merchant is required to be responsible for losses actually suffered by BukuPay and including Service Providers, Customers, and/or other third parties, if according to the results of investigations conducted by BukuPay, such losses are proven to be the result of the error and/or negligence of the Merchant and/or parties cooperating with the Merchant; p. Merchant is required to provide accurate data and/or information to BukuPay at all times, including but not limited to submitting Transaction-related documents relevant to the Merchant's errors described in Article 9 of the Terms and Conditions of Use; and q. Merchant is required to use the BukuPay Service in good faith and in accordance with these Terms and Conditions of Use, BukuPay Policies, promotion provisions and/or other provisions to be developed by BukuPay from time to time in connection with BukuPay Services, as well as applicable laws and regulations. 7.2 Rights and Obligations of BukuPay: a. BukuPay is entitled to receive Transaction Fees for every BukuPay Service performed by the Merchant through the BukuPay Service as agreed in the Terms and Conditions of Use; b. BukuPay is entitled to supervise or control the use of the Device as well as BukuPay Services organized by the Merchant to be in accordance with the Terms and Conditions of Use, as well as applicable laws and regulations; c. BukuPay is entitled to conduct onsite visits to the Merchant, including but not limited to socialization purposes related to the implementation of BukuPay Services on the Device; d. BukuPay is entitled to perform deactivation, blocking, or suspension of all Merchant access or use of the Device and BukuPay Service if (i) the Merchant is declared to have overdue and collectible arrears on loans facilitated within the BukuPay platform, (ii) violates obligations or performs prohibitions based on the Terms and Conditions of Use, or other internal policies of BukuPay; and/or the Merchant is suspected of committing violations of applicable laws and regulations; e. BukuPay is entitled to obtain accurate and truthful information from the Merchant in connection with Transactions at all times; f. BukuPay is entitled to perform suspension or not perform Transaction settlements to the Merchant if the Merchant is suspected of committing Transaction fraud by appearing to transact on behalf of the Customer for personal gain (fictitious Transactions); g. BukuPay is entitled to perform checks and/or re-Verification processes on the Merchant to ensure that the Device is used by and for the interest of the Merchant who rented the Device at the time of ordering; h. BukuPay is entitled to change the Terms and Conditions of Use at any time by providing written notice to the Merchant; i. BukuPay is required to ensure BukuPay Services can function properly and reasonably; j. BukuPay is required to carry out maintenance as well as handling of complaints from the Merchant in connection with disruptions and/or problems related to the implementation of BukuPay Services on the Device. 8. Fraud 8.1 "Fraud" is any action of misusing BukuPay Services to perform certain Transactions that conflict with applicable laws and regulations which harm the Merchant, BukuPay, Customer, and/or other parties, including but not limited to actions of damaging the Device for certain personal interests, data theft actions, fraudulent actions with the motive of pretending to be an authorized representative of BukuPay or an authorized representative of an agency based on applicable laws and regulations in the Philippines. 8.2 Merchant is required to ensure all Transactions through the Device are performed legally and in accordance with laws and regulations. 8.3 Merchant is prohibited from performing or supporting activities that can be categorized as Fraud, namely including but not limited to the following actions: a. Modifying or replacing Merchant identification on the QR Ph (issued by the Device) with other unauthorized QR codes, and/or other QR codes not issued by BukuPay; b. Displaying fake QR Ph or directing payments to accounts that do not match the Merchant's account registered to BukuPay; c. Misusing QR Ph Transactions with pending, refund, suspect, or void status for fraudulent purposes, including in this case manipulating Transaction status to be pending, refund, suspect, or void status; d. Using QR Ph for Transactions that violate the law, including but not limited to money laundering and illegal financing; e. Performing fictitious Transactions or engineered transactions to obtain unauthorized incentives or benefits; f. Participating in anomalous transaction schemes that can harm consumers, BukuPay, or other parties; and/or g. Other actions indicating Fraud and/or deception that will be further investigated by BukuPay. 8.4 Merchant is required to report to BukuPay if they find a Customer and/or other party performing Transactions indicated as Fraud and/or performing other Fraud actions that should be cautioned by the Merchant and therefore the Merchant is required to not continue the Transaction. 8.5 As long as required by law and/or authorized authorities, Merchant is required to provide complete statements, data, and/or any information in connection with the occurrence of such Fraud indications to BukuPay. 8.6 Merchant hereby releases and holds BukuPay harmless from all forms of compensation requests and liability in any form, both material and immaterial to the Merchant or any party for all losses, demands, lawsuits and/or claims from the Customer or any third party that may arise in connection with losses experienced by the Merchant over Fraud actions occurring on the Device or over the failure of the Merchant in performing their obligations in this Article 8. 9. Negligence, Prohibitions, and Sanctions 9.1 Merchants are prohibited from processing Transactions for goods and/or services that include the following: a. Goods and/or services containing negative content: i. Pornography: - Pornographic images, sketches, illustrations, photos, writings, voices, sounds, moving images, animations, cartoons, conversations, gestures, or other forms of messages containing obscenity or sexual exploitation that violate moral norms in society; - Pornography services, all types of pornography services, whether implicit or explicit; ii. Adult goods supporting sexual activities, including but not limited to: stamina drugs, stimulants, sex toys, adult medications, except for medical devices (contraceptives) authorized for sale by applicable laws and regulations in the Philippines; iii. Goods and/or services containing gambling, lottery, and/or betting content; iv. Goods and/or services containing hate speech material, for example: objects, images, and/or services that harass, degrade, or contain hate speech against individuals or groups of individuals based on religion, gender, sexual orientation, race, ethnicity, age, or physical disability; objects, images, and/or services that advocate or justify violence or make threats of harm against individuals or groups; objects, images, and/or services that provide services for taking the lives of others and/or maltreatment and/or bullying; objects, images, and/or services that incite or promote hatred against groups or individuals; v. Goods and/or services containing content that violates intellectual property rights, for example: pirated goods (goods resulting from illegal copying/duplication for commercial purposes, such as pirated books, video and music content in the form of CD/DVD/VCD, software, etc.), and/or counterfeit goods (goods produced and/or traded as imitations, replicas, or imitations of other goods or goods using a mark identical in its entirety to a registered mark belonging to another party, such as beauty tools and/or products, fashion items, electronic devices, etc.); vi. Goods and/or services containing hacking content and/or providing unauthorized access or opposing electronic systems, for example: traffic signal control devices, wiretapping devices; vii. Goods and/or services containing the provision of and/or providing access to drugs, addictive substances, and psychotropics, for example: narcotics (morphine, heroin, cocaine, marijuana, opium, codeine, methadone, lysergic acid (LSD), barbiturates, demerol, dextropropoxyphene, hashish, etc.); addictive substances (alcoholic beverages); psychotropics (sedatin, ecstasy, demerol, speed, angel dust, crystal meth, sedative-hypnotics, megadon, nipam, rohypnol, valium, mandrax, amphetamine, phencyclidine, methaqualone, methylphenidate, phenobarbital, flunitrazepam, etc.); as well as medicines not registered with the health department, and medicines with the "K" logo (prescription drugs); viii. Goods and/or services containing material of dishonesty, fraud, or misleading others, for example: mystical or superstitious things (amulets, objects claimed to have supernatural powers or grant magical knowledge), fraud, money laundering services, document forgery services (diplomas, certificates, doctor's notes, receipts, etc.); and/or ix. Goods and/or services containing human trafficking (human remains) and/or human organ parts; b. Goods and/or services that do not have the permits to be traded in accordance with applicable laws and regulations: i. Goods and/or services related to weapons, military, and explosives, for example: firearms, air weapons, ammunition, stun guns, rifles, firearm accessories, replica firearms, airsoft guns, air guns, and bullets or bullet-like projectiles, explosives, sharp weapons, and other types of weapons, including items related to the government or state institutions such as badges, rank insignia, or uniforms; ii. Goods and/or services trading protected plants and/or animals, for example: all types of protected animals and/or plants, including in live or dead states; skins, bodies, or other parts of protected animals and/or seeds of protected plant parts; items made from such animal parts; eggs and/or nests of protected animals; iii. Goods and/or services containing content about tools and/or devices that are prohibited and/or not certified by the relevant ministry and/or institution, for example: illegal signal boosters (repeaters), signal jammers, signal eliminators, and/or other tools that can interfere with signals or telecommunication networks; iv. Goods and/or services containing toxic and hazardous chemical content; and/or v. Materials classified as Hazardous Chemicals according to applicable Department of Trade and Industry (DTI). 9.2 A Merchant shall be deemed negligent and/or to have committed an error if they: a. Process Transactions for prohibited goods and/or services as referred to in Article 9.1 above; b. Charge Customers additional fees (surcharge) on the Transaction nominal; c. Utilize the QR Ph provided by the Device for purposes other than Transactions; d. Serve Transactions in the form of cash withdrawals, cash outs, and/or receive deposit transactions in the nature of money movement from any party, including Customers or the Merchant themselves; e. Trade, transfer, and/or lease the QR Ph and Device obtained from BukuPay to gain other benefits, other than the intended purpose of the Device as a Transaction payment method as designated; f. Cause damage, loss, defects, or incompleteness to the condition of the Device; g. Fail to perform an obligation regulated in the Terms and Conditions of Use or violate one or more provisions contained in the Terms and Conditions of Use; h. Request personal data and information from Customers (ID cards, address, and/or contactable telephone number), unless the Merchant wishes to ensure that the party performing the Transaction is the entitled Customer; i. Perform intentional or unintentional activities aimed at discovering the confidentiality of data belonging to the Customer, including PINs, passwords, etc.; j. Move the Device to a different location and/or serve Transactions outside the location registered by the Merchant at the time of the initial Device order, without obtaining prior approval from BukuPay; k. Perform actions that may result in material or immaterial losses for BukuPay, Customers, and/or other parties, including but not limited to Fraud as defined in Article 8 of the Terms and Conditions of Use, conducting activities or businesses that violate a provision, law, or applicable regulation; l. Submit and/or transfer all or part of their rights and obligations arising under the Terms and Conditions of Use, including but not limited to the transfer or resale of the Device to any party without prior written approval from BukuPay. Any submission, transfer, or resale performed by the Merchant without prior written approval from BukuPay shall be deemed null and void; m. Provide goods and/or services to Customers in the event of a "failed" Transaction status, "pending" Transaction, and/or "suspect" Transaction; n. Perform actions that cause the Device and its components to be unusable for performing Transactions at the location agreed upon at the time of application; o. Hack, dismantle, and/or transfer the BukuPay Service system on the Device to other parties; p. Perform any modification to the Device or BukuPay Service, whether physical or non-physical, without written approval from BukuPay; q. Use licenses and intellectual property rights belonging to BukuPay without BukuPay's written approval. In the event BukuPay has provided such written approval, the license or intellectual property rights belonging to BukuPay shall not be construed as transferred to the Merchant. The Merchant shall bear full responsibility in the event of misuse of the license or intellectual property rights by the Merchant or other third parties outside of BukuPay's control; r. Process suspicious Transactions and/or Transactions suspected of containing elements of fraud or results of other criminal acts; s. Use the Device as a medium to commit criminal acts and/or violate applicable laws and regulations; t. Fail to store Proof of Transaction within the specified period; u. Intentionally cause and submit Transaction Disputes for personal interest; v. Utilize BukuPay Services to perform Transactions that are not in accordance with their designation; w. Serve Transactions using currencies other than Philippine peso (PHP); x. Fail to implement or commit a violation, whether intentional or unintentional, of these Terms and Conditions of Use, BukuPay Policies, promotion provisions, and/or other provisions to be developed by BukuPay in the future regarding BukuPay Services. 9.3 If, in BukuPay's assessment, the Merchant has committed a prohibition, negligence, error, and/or violated one or more provisions regulated in the Terms and Conditions of Use, then at its own assessment and authority, BukuPay has the right to: a. Provide a written warning letter (but not mandatory) and the Merchant must immediately rectify the error within 3 (three) Working Days from the receipt of such notification by the Merchant; and/or b. Whether preceded by a warning letter or not, BukuPay also has the right to impose sanctions including but not limited to: (i) Suspending or terminating the legal relationship with the Merchant as referred to in the Terms and Conditions of Use immediately, including but not limited to deactivating the Merchant's account on the BukuPay platform; (ii) Deactivating BukuPay Services connected to the Merchant's account; (iii) Requesting the Merchant to return funds in the amount of the Transaction value indicated as suspicious and/or Transactions indicated to be performed with elements of error, crime, or Fraud by the Merchant, which funds must be returned no later than 14 (fourteen) Calendar Days since the refund request is made by BukuPay; (iv) Reclaiming the Device leased by the Merchant; (v) Billing all and any amount of funds that must be paid and charged to the Merchant and/or Customer (if any) based on the Terms and Conditions of Use immediately and simultaneously no later than 14 (fourteen) Working Days since the invoice is sent by BukuPay; (vi) Requesting the Merchant not to use BukuPay's name and/or logo in conducting its business activities; and (vii) Taking necessary legal action against Merchants deemed to have committed errors and/or negligence if required. 9.4 If the Merchant commits negligence, errors, or violations of all or part of the Merchant's obligations regulated in the Terms and Conditions of Use, resulting in material or immaterial losses to BukuPay, the Merchant themselves, or other parties outside BukuPay's control, then all such risks and losses shall be the burden and responsibility of the Merchant. Therefore, the Merchant is responsible and obligated to fully pay material and/or immaterial compensation for all risks, demands, claims, and/or losses that occur, and the Merchant must pay every loss and all bills arising based on such matters. The Merchant agrees that such matters are not the burden and responsibility of BukuPay and that BukuPay will not provide any compensation for any demands, lawsuits, claims, losses, or requests for compensation that may arise and be submitted by Customers and/or any third party. BukuPay reserves the right to demand compensation for all losses arising from negligence, errors, and violations of all Merchant obligations. 9.5 Sanctions imposed on the Merchant for negligence and violations of the Terms and Conditions of Use shall not eliminate the Merchant's obligation to continue fulfilling all requirements contained within the Terms and Conditions of Use. 9.6 BukuPay is not responsible for any claims, lawsuits, losses, demands, or reprimands, whether oral or written, from the Merchant, authorities, Customers, and/or other third parties, arising from the misuse of the Device and BukuPay Services as described in this Article. If it is later discovered that the Merchant misused the Device and/or BukuPay Services improperly, and/or violated the Terms and Conditions of Use or applicable laws and regulations, the Merchant hereby agrees to be fully responsible for all types of risks that arise and for all actions, claims, demands, obligations, liabilities, losses, and other costs that will arise in connection therewith and to release/indemnify BukuPay from such obligations. 10. Limitation of Liability 10.1 BukuPay's obligation is limited solely to the provision of the Device. Nothing in these Terms and Conditions of Use shall be construed as a guarantee by BukuPay that the Device and the BukuPay Services provided to the Merchant are free from interruptions, bugs, and/or errors. 10.2 BukuPay shall only be liable to the extent of any actual consequences or losses resulting from BukuPay's breach in connection with the Terms and Conditions of Use. 10.3 The Merchant is not an agent and/or a party under the legal and/or direct supervision of BukuPay. 10.4 The Merchant is hereby responsible and hereby represents and warrants that the Merchant releases and holds BukuPay harmless from all forms of requests for compensation and liability of any kind, both material and immaterial, to the Merchant or any party for any losses, demands, lawsuits, and/or claims from any third party that may arise in connection with the violation of any Terms and Conditions of Use and/or applicable laws and regulations by the Merchant, including but not limited to, the implementation of BukuPay Services accompanied by elements of misuse, error, negligence, crime, deception, Fraud, or cheating by the Merchant, as well as the violation of prohibitions in Article 9 of the Terms and Conditions of Use. 10.5 The Merchant hereby expressly agrees that all limitations of liability set forth in the BukuWarung Platform Terms and Conditions shall apply to and be binding upon the parties in these Terms and Conditions of Use. 10.6 The Terms and Conditions of Use do not constitute a standard contract or a form of transfer of liability from BukuPay to the Merchant. 11. Term and Termination of Terms and Conditions 11.1 The Terms and Conditions of Use shall be effective upon the approval of the Terms and Conditions of Use for an indefinite period and cannot be terminated, except in the event of one or more of the following: a. The Merchant violates all or part of the BukuPay Policy, including but not limited to, the Terms and Conditions of Use and any amendments thereto and other documents binding the Parties; b. The Merchant intentionally commits a violation resulting in losses to BukuPay, Customers, Service Providers, and/or other third parties collaborating with BukuPay; c. The Merchant is included in and/or has a record in a blacklist issued by an authorized institution and/or is subject to a seizure, whether partially or entirely, of their property/assets; d. One of the Parties files an application to the authorized agency for, or is declared to be in a state of bankruptcy based on, a court decision with permanent legal force or is granted a suspension of debt payment obligations; e. There are provisions of laws and regulations and/or government policies and/or policies that do not allow the cooperation based on the Terms and Conditions of Use to continue; f. The business license or operational license of BukuPay and/or the Merchant expires or is revoked by the government or the authorized agency; g. The Merchant does not demonstrate business activity and/or good use of BukuPay Services for a certain period according to BukuPay's evaluation results; h. One of the Parties is involved in a case or dispute either out of court or in court which, according to the other party's assessment, has the potential to hinder the ability of the Party involved in the case to fulfill its rights and obligations to the other Party; and/or i. Ongoing force majeure that exceeds the specified time limit and renders the Terms and Conditions of Use unenforceable. 11.2 Without prejudice to the provisions in paragraph 11.1 above, BukuPay at its own discretion reserves the right to terminate the Terms and Conditions of Use at any time. 11.3 The Merchant agrees and understands that the Merchant does not have the right and authority to terminate the Terms and Conditions of Use in the event that the Merchant commits a violation or fails to perform obligations in accordance with the Terms and Conditions of Use. 11.4 If the Terms and Conditions of Use are terminated, BukuPay will deactivate the BukuPay Services by providing notice to the Merchant. 11.5 The termination of the Terms and Conditions of Use does not cancel or eliminate any rights and obligations of each Party that arose before the effective date of termination, and each Party shall remain bound until such obligations are declared completed by the Parties. 12. Representations and Warranties Without prejudice to the representations and warranties of each Party contained in the Terms and Conditions of Use, each the Merchants hereby represents and warrants that: 12.1 The implementation of the Terms and Conditions of Use is carried out professionally with full responsibility and on the basis of a mutually beneficial relationship; 12.2 The Merchant is a party that has the full right and/or authority to create and implement the Terms and Conditions of Use; 12.3 The Merchant is not in a state of bankruptcy or subject to a bankruptcy petition that materially affects the ability to perform its obligations based on the Terms and Conditions of Use; 12.4 The Merchant possesses all licenses and/or approvals as relevant in order to carry out its business activities and implement the Terms and Conditions of Use; 12.5 There are no lawsuits or ongoing processes in a court of law, arbitration body, or authorized administrative body that could materially affect the ability of each Party to perform its obligations in the Terms and Conditions of Use or any of its assets or civil rights; 12.6 Each and every content of the representations and warranties made and given by each Party based on the Terms and Conditions of Use is complete and true, and there is no information, document, or statement given by each Party to the other Party related to the Terms and Conditions of Use that contains false information or omits important facts, nor does any information, document, or statement given by each Party to the other Party contain misleading matters; 12.7 Is willing to implement, support, and comply with the legal provisions and laws and regulations applicable in the Philippines, including but not limited to regulations regarding corruption, anti-money laundering, and anti-bribery; 12.8 Subject to and compliant with the implementation of risk management in the use of information technology, in accordance with the scope of rights and obligations in the Terms and Conditions of Use; 12.9 If necessary, the Merchant must provide access for Bangko Sentral ng Pilipinas (BSP), and/or BukuPay to conduct inspections related to the Device and BukuPay Services provided based on the implementation of the Terms and Conditions of Use; and 12.10 The Merchant declares to provide consent to BukuPay and/or other parties collaborating with BukuPay to store, use, and manage the Merchant's personal data for needs directly or indirectly related to the implementation of the Terms and Conditions of Use, where the use of such personal data will be carried out in accordance with the laws and regulations governing personal data protection applicable in the Philippines. In the event that the Merchant wishes to update, change, or delete their personal data at BukuPay, the Merchant may contact BukuPay via the contact information listed on BukuPay. The Merchant understands that BukuPay requires the Merchant's personal data to be able to provide the services referred to in the Terms and Conditions of Use, such that if the Merchant requests the deletion of personal data, BukuPay can no longer provide the intended services to the Merchant. 13. Force Majeure 13.1 In the event of circumstances beyond the power and capability of each Party regarding the implementation of the Terms and Conditions of Use, such as natural disasters, riots, major fires, general strikes, epidemics, armed conflicts, wars, as well as changes in government regulations/policies and others, which result in the inability to implement the Terms and Conditions of Use, whether in part or in whole, the Party affected by such force majeure shall be mandatory to provide notification to the other Party accompanied by acceptable reasons and/or evidence within a period of no later than 7 (seven) Calendar Days from the occurrence of the force majeure. 13.2 Failure to notify the other Party of the force majeure within 7 (seven) Calendar Days from its occurrence may cause the force majeure to be deemed non-existent by the other Party, and any risks and consequences that may arise from such force majeure shall be the burden and responsibility of the Party experiencing the force majeure. 13.3 Neither Party shall be held responsible for unforeseen events occurring beyond the control of the Parties that cause delays or failures in the performance of obligations under the Terms and Conditions of Use, provided such delay or failure is caused by force majeure and as long as the Party whose performance of obligations is hindered or impeded exerts its best efforts to overcome or prevent the force majeure. 13.4 If the force majeure persists for 30 (thirty) consecutive Calendar Days, the Parties may agree to terminate the Terms and Conditions of Use or seek the best solution through mutual consensus for the continuity of the implementation of the Terms and Conditions of Use. 14. Confidential Information 14.1 "Confidential Information" as referred to in these Terms and Conditions of Use means non-public information, which includes, but is not limited to, product schemes or drawings, material descriptions, specifications, source code, object code, sales and data information regarding Customers, policies, procedures, and business practices, which information may be contained in print, electronic media, computer disks/tapes/compact disks, or other media. 14.2 Each Party hereby agrees to maintain all Confidential Information and not to use it for any purpose other than for the interest of managing and implementing the Terms and Conditions of Use. 14.3 One Party ("Disclosing Party") may provide Confidential Information to the other Party ("Receiving Party") to ensure the continuity of cooperation based on the Terms and Conditions of Use. The Parties agree that the provision, receipt, and use of such Confidential Information shall be conducted in accordance with the provisions of the Terms and Conditions of Use and/or applicable laws and regulations. 14.4 Confidential Information shall not include material or information which the Receiving Party can prove: a. Was in the public domain at the time of its receipt; b. Was already known by the Receiving Party at the time it was provided by the Disclosing Party; c. Was obtained from a third party who acquired it legally and has the right to disclose it; and/or d. Was independently developed by the Receiving Party. 14.5 The Receiving Party agrees not to disclose any Confidential Information provided by the Disclosing Party to any person or entity other than as required in performing its duties, roles, and obligations under the Terms and Conditions of Use, without first obtaining consent from the Disclosing Party, and the Receiving Party shall take all precautionary measures to prevent any breach or negligence in the disclosure, use, copying, or transfer of such Confidential Information. 14.6 The Receiving Party shall be responsible for losses suffered by the Disclosing Party due to the occurrence of a breach and/or negligence in the disclosure, use, copying, or transfer of such Confidential Information, and is obliged to compensate for losses arising from the breach and/or negligence in the disclosure, use, copying, or transfer of Confidential Information. 14.7 The provisions of this Article shall remain in effect notwithstanding the termination of the Terms and Conditions of Use. 15. Intellectual Property Rights 15.1 All intellectual property rights owned by, registered in the name of, or licensed to each Party, and any other intellectual property rights owned by or available to each Party, used or designated now or in the future by each Party for use in connection with these Terms and Conditions of Use, shall remain and always be the property of each respective Party. Nothing in these Terms and Conditions of Use shall be deemed as a transfer of intellectual property rights belonging to the Parties under these Terms and Conditions of Use. 15.2 Each Party is entitled to use logos, names, and photos only to the extent necessary for the implementation of these Terms and Conditions of Use, subject to prior written notification to the Party owning such intellectual property rights. 16. Governing Law and Dispute Resolution 16.1 These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the Philippines. 16.2 Any disputes that may arise in the future in connection with the implementation of these Terms and Conditions of Use shall be resolved amicably through deliberation for consensus. 16.3 If the dispute is not resolved through negotiation within 14 (fourteen) business days, it shall be resolved exclusively in the competent courts of Taguig City. 17. Correspondence Correspondence or notices from BukuPay to the Merchant regarding the cooperation intended in these Terms and Conditions of Use shall be delivered in writing via courier, electronic mail (e-mail), or other official media designated by BukuPay, addressed to the Merchant's address registered at the time of accepting these Terms and Conditions of Use. 18. Taxes and Other Fees Unless otherwise specified in these Terms and Conditions of Use, all types of taxes, fees, or other levies, whether existing now or in the future, which are required to be paid to the relevant government authorities, shall be borne by the Parties in accordance with applicable laws and regulations. If necessary, the Parties agree to provide each other with documents related to tax payments in connection with these Terms and Conditions of Use. 19. Miscellaneous 19.1 Matters not sufficiently regulated in these Terms and Conditions of Use or any amendments thereto will be notified in writing via email and/or push notification by BukuPay to the Merchant and shall become an integral part of these Terms and Conditions of Use. The Merchant acknowledges and agrees that if the Merchant continues to use and access the Device and/or does not submit any objections within 14 (fourteen) Calendar Days from the date the notice of amendment is sent, the Merchant shall be deemed to have agreed to the amendments to the Terms and Conditions of Use. 19.2 Unless otherwise specified in these Terms and Conditions of Use, the rights and obligations of each Party under these Terms and Conditions of Use may not be assigned, in whole or in part, without the prior written consent of the other Party. 19.3 If one or more provisions of these Terms and Conditions of Use become invalid, illegal, or unenforceable under applicable laws and regulations, the validity and enforceability of the remaining provisions in these Terms and Conditions of Use shall not be diminished or affected. 19.4 Any failure, delay, or postponement by a Party in exercising its rights under these Terms and Conditions of Use, or the failure, delay, or postponement in requesting the other Party to fulfill the provisions of these Terms and Conditions of Use, shall not be considered a waiver or release of rights, authority, or claims by the Party to demand the fulfillment of the provisions of these Terms and Conditions of Use in the future.