Terms of Service

Fiuu Merchant Terms of Services — Philippines ("Terms")

Last updated 8^th September 2026

These Terms of Services ("Terms") is binding between Razer Merchant Services (PH) INC ("Fiuu", "Us", "Our" or "We") and the Merchant ("you", "your", or "Merchant') who has registered through the Fiuu Merchant Service Application Form for the services of payment processing, data, technology and analytics services, and other business services that may be offered by Us and/or Our Affiliates. These Terms applies to your use of the Services (as defined below).

If you do not understand any of the Terms, please contact us before using the Services.

You may only access and/use the Services upon your acceptance to abide by the Terms herein.

1.Definitions

1.1.The following terms are defined for use in this Terms, unless the context otherwise requires.

“Access Password”	means the personal identification number to be used by you when accessing Fiuu merchant portal to transact or make enquiries for the Transaction process through Us, which may be changed by you with prior notification to Us;
“Affiliate(s)”	means in relation to each party, any person or entity controlled directly or indirectly by the such party, or any person or entity that controls directly or indirectly such party in any way whatsoever.
“API”	means “Application Programming Interface”;
“Applicable Taxes”	Include but not limited to sales and services taxes, goods and services taxes, value-added taxes, or other taxes as imposed by the taxing authority;
“Business Continuity Plan”	means a comprehensive action plan that documents the processes, procedures, systems and resources necessary to resume and restore the operations and services of a company in the event of a disruption;
“Business Day”	means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Philippines and Your principal place of business ;
“Card”	means a current credit, debit or charge card that We may accept for processing, as notified to You from time to time;
“Card Issuer”	means a financial institution that issues the Card to the Customer;
“Charge Back”	means an invalid or disputed Transaction which We or the TPPP identified as being invalid or non-collectible after initial acceptance on account of fraud, lost/cancelled/unissued/invalid account identification, unresolved customer complaint or other cause(s) which may be charged ultimately to You, more particularly described in Clause 8;
“Customer”	means any person making a purchase or desiring to make a purchase of Your goods, products or services through the Website;
“Disaster Recovery Plan”	means a comprehensive action plan that documents the procedures and processes that are necessary to recover and restore information technology systems, applications and data of a company in the event of a disruption;
“Disputed Transaction”	means where Customer disputes any Transaction made vide Fiuu System as described under Clause 8;
“EMI	means Electronic Money Issuer as defined by BSP;
“E-Money”	means money that is stored digitally in an electronic account or device and can be withdrawable in cash or cash equivalent. Such money enables Customers to make Offline Payment or Online Payment for Product offered by You which We may accept for processing;
“Fiuu System”	means the Fiuu system providing variety of secured Payment Channels to the Merchant;
“Gratification”	includes any gift, money, property or thing of value, or any service, favour or other intangible benefit or consideration of any kind, or any other similar advantage.
“Maintenance Fee”	means a yearly fee charged (if applicable) on You for the maintenance of the API used to integrate with the Website or Your physical outlet;
“Offline Payment”	means a payment method which is initiated by Fiuu System by scanning barcode, other machine-readable format or via other similar means generated in the Customer’s portable device to enable the Customer to make cashless payments through any Payment Channel at Your physical outlet;
“Online Payment”	means a payment method by which a value is exchanged electronically for transactions facilitated by the Fiuu System, through the Payment Channel;
“Payment Channel”	means a channel that offers a payment method to enable You to accept the payment method to their Customer including but not limited to, Cards, online and offline bank transfers, direct debits, offered by Payment Schemes, online and/or offline E-Wallet under this Terms;
“Payment Scheme”	means the network of the entity which regulates and offers the Payment Channel, including but not limited to Visa, MasterCard, JCB, Union Pay, Diners Club and eNets;
“PHP”	means lawful currency of Philippines.
“Product”	means products that are sold or distributed online by You via YourWebsite and/or sold and distributed physically at Your outlet;
“Prohibited Product”	means without limitation, the products and/or services listed on Our link, as updated from time to time: https://fiuu.com/faq/
“Refund”	means a Transaction that is reversed with the intention of crediting the Customer’s account;
“Refund Service Charge”	means a fee charged for the handling and processing the return of funds when a refund is issued to a customer;
“Service Charges”	means an amount of fees imposed and collected by Fiuu for the Services and as set out at Clause 6;
“Services”	means services offered by Us pursuant to Clause 2.1 of this Terms;
“Settlement Period”	means the period between the date of the Transaction and the date on which Settlement in respect of that Transaction is due to You;
“Settlement Funds”	means the amount due to You, expressed in the currency notified by Us to You, calculated in accordance with Clause 5;
“Settlement Charge”	means the amount charged to You for receiving settlement from Us in relation to the use of the Payment Channels by You as indicated in the Appendices;
“Sign Up Fee”	means the one-time fee to be paid to Us charged at the initial onset of the integration of Fiuu System to the Payment Channel for use by You
“Term”	means each twenty-four (24) consecutive calendar months period commencing on the first day of the first calendar month and ending on the last day of the twenty-four (24) calendar months during the terms of this Terms;
“Trading Limit”	means at any time, the amount determined in Fiuu System which the Transaction value for You will not exceed;
“Transaction”	means an act of payment whether in the form of monetary or something in equivalent value for the exchange of goods and services by the Customer via Fiuu System;
“Transaction Fee”	means that part of the Service Charge based on a percentage of turnover, and all the payments by Us to the You pursuant to the Transactions shall be less the amount of the Transaction Fee and We shall not under any circumstances be liable to pay or reimburse You for the full value of each Transaction;
“Terminal”	means the equipment to be provided by Us or any other third party authorised by Us which is integrated with the Fiuu System for the acceptance of Card at Your outlet.
“Third Party Payment Partner”	means the financial or non-financial institution(s) which is appointed by a Payment Scheme or licensed by BSP to enable the use of a Payment Channel offered under this Terms for which Fiuu will route the Transaction for authorization, clearing and settlement purposes;
“URL”	means the address of a unique resource on the internet; and
“Website”	means one or more e-commerce platform, interactive Internet World Wide Websites or mobile application maintained by You for the purpose of displaying and offering Your goods, products or services for sale to Customers;

2.Services

2.1Under this Terms, We will provide You with all or any the following services:

(a)payment gateway solutions to be integrated into the Website for use by the Customer;

(b)processing of Online Payment(s) made by Customers for the purchase of Your goods and/or services on the Website through the Fiuu System in connection with any Transactions;

(c)processing of Offline Payment(s) made by Customer for the purchase of Your goods and/or services at Your outlet through the use of Terminal for any Transactions;

(d)services related to settlement to You with respect to such Transaction; and/or

(e)the routing of Transactions by Us for authorization, clearing and/or settlement purposes directly with relevant Payment Scheme or via the Third-Party Payment Partner (“TPPP”).

                  (collectively, “Services”)

2.2In providing the Services, We are not to be construed as owing any fiduciary duty to You in respect of the payments made by the Customers through the Fiuu System.

2.3We may offer other/additional features from time to time. For purposes of the foregoing, You will be subjected to background checks in accordance with Clause 3.2 before We may agree to onboard You. We also reserve the right to conduct background checks to any current features which have been accepted previously by You.

2.4You hereby agree that any successful Transactions conducted by a third party via fraudulent and illegal means are beyond Our control and You agree to indemnify Us in the event of any loss suffered by Us in accordance with Clause 10.

2.5To the extent that is applicable to Us, We shall be required to adhere to the additional terms and conditions implemented by the Payment Scheme or Payment Channel, as and when it is informed to Us.

3.Merchant’s Obligations

3.1You agree and warrants that You shall not perform or fail to perform any act that violates Philippine laws, including, but not limited to, the Data Privacy Act of 2012 (Republic Act No. 10173) (“Data Privacy Act”) and Implementing Rules and Regulations (“IRR”), the Anti-Money Laundering Act of 2001 (Republic Act No. 9160) (“AMLA”), as amended, the Terrorism Financing Prevention and Suppression Act of 2012 (Republic Act No. 10168), local ordinances, the regulations and issuances of the Government Authority, laws of any countries of the Acquiring Bank, as well as laws of any countries in which You operate Your business.

3.2Subject to Clause 14 below, You hereby gives Your consent and procures to secure consent of You and Your parent company’s directors, shareholders, beneficial owners, and other relevant individuals for Us to conduct background search on You from registered credit reporting agency and/or any related party and process Personal Information (as defined under Clause 14.1), as may be required under the Data Privacy Act of 2012, as part of Our Know Your Customer (“KYC”) procedure and in compliance with the AMLA, as amended. The background search includes credit search, search on Politically Exposed Persons (“PEPs”), sanctions, adverse media and others on You and Your parent company, subsidiaries, Your directors and shareholders, including the directors and shareholders of Your parent company and subsidiaries, and their beneficial owners.

3.3You acknowledge and agree that the EMI may at any time suspend, limit or terminate the E-Money services. We shall in no event be liable to You for any such suspension, limitation or termination by the EMI.

3.4You shall display prominently, Our brand name and logo of and all other marketing or publicity materials that may be provided by Us, on Your website. You shall also be responsible for notifying the Customer regarding the Customer’s card statement which shall be displayed with the text “Fiuu” or Your trading name or any other text, as may be instructed by payment channels for the charges.

3.5You shall maintain and retain copies of all Transaction receipts, with respect to Transactions for a period of ten (10) years. You shall provide such copies of the Transaction receipts to Us within five (5) Business Day upon receipt of such request to do so from Us and hereby authorizes Us to transfer such information to the EMI, Card Issuer or the Payment Channel operator, where required for the purposes of providing the Services to You.

3.6You shall perform payment verification with the Customer, Card Issuer or the Payment Channel operator where required.

3.7You shall perform payment verification with the Customer in the event We suspect the genuineness of the Transaction performed on Your website.

3.8You further agree that You shall not provide, offer, or advertise a “lifetime warranty,” “lifetime guarantee,” or any other guarantee for a period of more than ninety (90) days. This limitation is specified and in conformity with VISA and MasterCard regulations.

3.9You warrant that all information provided to Us in connection with Your application for the use of Fiuu payment service is correct, and that no information has been withheld which, if provided, could have materially affected Our decision to enter into this Terms.

3.10You shall describe accurately on Your Website, including a full description of Your trading name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies.

3.11You shall advise Us as soon as You become aware of major or multiple product defects or logistical problems which could give rise to Charge Back or Refunds;

3.12You shall immediately notify Us in accordance with manner stated in Clause 18.1 if there is any change to:

3.12.1the nature of the product or services offered on Your Website; or

3.12.2the business telephone number or address.

3.13You shall ensure that the Access Password is not disclosed to any unauthorised persons at all times during the Term. Subject to Clause 3.9, We shall carry out all Transactions, issued or purportedly issued by You through Our website or the Business Telephone Number in accordance with the Terms.

3.14It shall be Your sole responsibility to resolve directly with the Customer, any claims or complaints made by the Customer in respect of any purchase of goods, products or services made by way of Fiuu System and We shall not in any way be involved nor responsible in the event the Customer disputes the underlying contract of sale for such Transaction for reasons including but not limited to the quality, overcharging or late delivery, of that good, product or service.

3.15You undertake to adhere to the additional terms and conditions listed under Appendices (if any);

3.16You agree that You shall not use Fiuu System to perform any transaction to perform any transaction that involves articles prohibited or restricted from being sold to Customers by Us under any applicable laws, including without limitation those listed as Prohibited Products.

3.17Where applicable, you agree to be bound by the additional terms and conditions of the TPPP and/or Payment Scheme as provided in the Schedules, which may also be amended from time to time as notified by Us. Your continuing use of the Payment Channels constitutes the Merchant’s consent and agreement to such additions, removals and amendment to the additional terms and conditions of the TPPP and/or Payment Scheme. For the avoidance of doubt, if there are any inconsistencies between the Schedules and the main body of this Terms herein, the specific terms and/or definitions in the Schedules shall prevail with respect to the Payment Channel used by You.

3.18You shall establish and maintain adequate internal procedures and protocols to comply with the Payment Channel standards as may be prescribed by the Payment Channel from time to time to mitigate the risk of Transaction fraud. “Standards” means any laws, bylaws, rules, policies and the operating regulations and procedures of the Payment Channel, including but not limited to any manuals, guides or bulletins, as may be amended from time to time.

4.Authorisation of Transactions

4.1The acceptance orprocessing of Transaction(s) shall not in any way be binding on Us as to the validity of any Transaction or Transaction receipts. We shall not honour any Transactions which in the opinion of Us is not genuine.

4.2Authorization of a transaction does not guarantee payment to You nor is it a guarantee that it will not be a subject to a Charge Back or other rights of reduction or set-off under this Terms in relation to that Transaction.

4.3For the purpose of authorisation of Transactions, We shall, at Our sole discretion, route the Transactions directly to the Payment Scheme or via the Third Party Payment Partner.

5.Payment of Settlement

5.1Subject to Clause 5.2 and 8, We shall remit undisputed payment of Settlement to the Your bank account in respect of each completed Transaction in the manners as set forth in the Appendices.

5.2The amount of Settlement due in respect of Transactions shall be remitted to You after deducting the following:

5.2.1The Service Charges due;

5.2.2Refunds in accordance with Clause 9;

5.2.3Charge Back, and any fines passed on to Us by Acquiring Bank in respect of the Transactions;

5.2.4Transactions and any amounts reasonably required to cover potential or expected Refunds, Charge Back or Disputed Transactions;

5.2.5Any Applicable Taxes (including value-added tax and local withholding tax), assessments or duties that may be introduced by the relevant authorities, which may vary from time to time; and

5.2.6Withholding Tax (both domestic and international Payment Channels);

5.2.7Foreign Telegraphic Transfer fee for overseas bank account settlement and foreign Payment Channels;

5.2.8Foreign exchange rate fluctuation (Forex conversion for international Payment Channels); or

5.2.9Any other charges or amounts due to Us under this Terms.

5.3If the Settlement is below the minimum Settlement amount as set forth in the Appendices, such Settlement shall be carried forward to the next Settlement date.

5.4In the event that the value of all items listed in Clause 5.2.1 to 5.2.9 exceed the value of all Transactions falling due for Settlement on the Settlement date, the resulting shortfall may be held over by Us for deduction against the following Settlement when it shall be deducted from that Settlement together with any late payment charges. However, We reserve the right at any time to require payment (including by directly debiting to Your account) of all or part of such shortfall in such currency as We may determine.

5.5Settlement payment by US to You shall be in the settlement currency stated in the Appendices. All foreign currencies will be converted to settlement currency if such a conversion is required. We shall use the respective local bank’s prevailing bank exchange rates as the conversion rates.

5.6We may hold back from the Settlement any amounts reasonably required to cover potential or expected Refunds, Charge Back, or Disputed Transactions.

6.Service Charges

6.1In consideration of Our services provided to You, You agree to pay to Us, Service Charges consist of the following in the amounts and in the manner as set forth in Appendices (if applicable):

6.1.1A non-recurring and non-refundable Sign up Fees in the amounts and manners as set forth in the Appendices;

6.1.2A recurring and non-refundable Maintenance Fees payable annually, as the case may be, and manners as set forth in the Appendix A for yearly maintenance of the Your Account;

6.1.3The Transaction Fee on each of Our Transaction and deduct the same from the payment made by the Customer in respect of each Transaction with manners as set forth in the Appendices for the respective Payment Channels provided;

6.1.4Settlement Charge on each settlement as set forth in the Appendices for the respective Payment Channels provided;

6.1.5Telegraphic Transfer Charges (TT Charges) per transfer charged by the financial institution;

6.1.6Refund Service Charge on each refund request as set forth in the Appendices and/or Schedules for the respective Payment Channels provided; and

6.1.7The Chargeback Fee on each chargeback transaction and/or Schedules for the respective Payment Channels;

6.2We reserve the right to recover Service Charges provided in Clause 6.1.1 to 6.1.7 hereof by debiting the amount from the Your account in the event of insufficient funds being available from the next Settlement. Without prejudice to Our’ other rights We may suspend or withdraw the Services if Service Charges or any other sums payable to Us are not paid when due. You shall also be responsible for Our additional costs due to dealing with customer disputes, Refunds, Charge Back, Disputed Transactions or other causes.

6.3We reserve the rights to suspend Your account and withhold Settlement to You in the event that the Maintenance Fee, Charge Backs, and other due charges are not settled by You after two (2) weeks from the date the debt is due. Your account shall be reactivated upon settlement of all dues within one (1) Business Day.

7.Security Deposit & Transaction Limit

7.1You agree to pay Us security deposit in the amounts set out in the Appendices, (if any). We shall have the right, in Our sole discretion, to adjust the amount(s) held as We deemed necessary as security against future Charge Back after notification to You. In the event of any potential future payment disputes, Refunds or Charge Back in respect of Your charges, We may also hold proceed of Settlement in reserve in an amount adequate to offset such disputed, refunded or Charge Back amounts plus any costs associated with the collection thereof, including without limitation, attorney's fees, and expenses. We reserve the right to claim the payment from You if the reserve amount is inadequate to offset such disputed, refunded or Charge Back amount.

7.2The maximum amount of any one Transaction permitted under Your Account is stated in Appendix A (hereinafter referred to as “the Trading Limit”). We may vary the Trading Limit at any time by giving notice to You. We reserve the right to complete or reject any attempted payment that exceeds the applicable limit at Our complete discretion. In addition, We reserves the right to further limit the monetary amount or the frequency of transactions from any of Your accounts for security reasons, without incurring any liability to You if We imposes such a limitation. We reserve the right to refuse to honor payment requests that We believes, or suspects are fraudulent or erroneous. You accept that We shall exercise this right in Our’ sole discretion. For avoidance of doubt, You shall not in any case rely upon Us to discover or prevent loss as a result of a fraud or erroneous payment.

7.3In the event that We deem that the security deposit is insufficient to pay for the outstanding charges which may arise due to Refunds and disputes, among others, We may notify You in writing requiring additional security deposit. Failure by You to provide the required additional security deposit within seven (7) days from receipt of Our written notice, We shall be entitle to withhold Settlement until the You satisfy the required security deposit.

8.Charge Back & Disputed Transactions

8.1We shall not be responsible nor liable to You in the event a Customer disputes any Transaction made via the Fiuu System.

8.2We shall assist You in providing information regarding the disputed Transaction, but We shall not under any circumstances, be under any obligation or responsibility to investigate any disputes on the said Transaction. The investigation on the dispute or Charge Back Transaction shall be performed by the relevant law enforcement agency in Philippines.

8.3In the event of any Charge Back on Transaction, the Card Issuer’s decision shall be conclusive as to the determination of any Charge Back. Wherever possible (for example, if the Acquiring Bank provide Us with written advice), notice to You of a Charge Back will be accompanied by an explanation of the reason for it. Upon prior notification from Us, We may debit to Your account, or otherwise, to recover any other costs and expenses We may incur as a result of or in connection with a Charge Back.

8.4Where We are notified of any invalid or Disputed Transactions, We will notify You of the same by email, fax or letter and wherever possible (for example, if the Acquiring Bank provides Us with written advice) accompanied by an explanation of the reason for it. We will classify the Transaction as disputed and debit it back to You. You agree to investigate disputed Transaction and take all reasonable steps to resolve disputes with the Customers within fourteen (14) days and follow the procedures for handling disputed Transactions and Charge Back which We shall advise from time to time. We shall have the right to suspend the processing of any Transaction or withhold Settlement to of the amount of that disputed Transaction until the satisfactory completion of any investigation.

8.5For disputes relating to fraud, We may withhold Settlement for up to 180 days from the date of the Transaction pending investigation. If there is no reply from You after 180 days, You will be given one (1) month from the lapse of the 180 days to appeal for the release of such Settlement and in the event no appeal is submitted, We will return the Transaction amount to the TPPP, subject to the deduction of the Transaction Fee and/or any other cost associated.

8.6Any other disputes arising from or relating to Transactions conducted under this Terms shall be subject to resolution through a fair and efficient dispute resolution process. For disputes in relation to this Clause 8.6 and to reduce the risk of Settlement delays and unnecessary disputes, the allowable period for raising a dispute shall be limited to 180 days from the date of the Transaction.

8.7Upon discovering any discrepancy or issue pursuant to Clause 8.6, the aggrieved party shall promptly notify the other party in writing, providing detailed information regarding the disputed Transaction and the grounds for the dispute. The parties agree to engage in good faith discussions to resolve the dispute amicably within a reasonable timeframe. If the parties are unable to reach a mutually acceptable resolution within 90 days from the date of the written notice, either party may initiate formal dispute resolution proceedings as outlined in this Agreement.

8.8Save and except where it is prohibited by applicable laws, any claims or disputes pursuant to Clause 8.6 which is not raised within the 180 days period shall be deemed waived and barred from further consideration.

8.9For disputes relating to Settlement in general, You shall notify Us within forty-five (45) days from the date of the Settlement and Parties shall cooperate with each other to find an amicable solution to resolve such dispute.

8.10In the event that We consider in good faith there is a possibility of Charge Back, We shall have the discretion to retain funds (up to a maximum of 6 months) from any Settlement to cover the potential amount of such Charge Back and You shall on request provide such additional funds within two (2) weeks from the official request as We may specify in good faith to cover Charge Back and potential Charge Back.

9.Refunds

9.1Where there is any Transaction to be refunded to a Customer, the amount shall be debited from Your account, therefore, You shall through a pre-identified authorised person advise Us either by such automated systems as We shall make available to You from time to time, or by hand or post on Your letterhead with the authorised person signature affixed thereto.

9.2Refunds shall only be made to the Customer’s Card where the original Transaction was debited and not by any other method and a Refund Service Charge shall be chargeable to You as specified in Appendices.

9.3Refunds to a Customer’s account shall be made to the same original bank account that was debited name of the Customer where the original Transaction was made to.

9.4The request for refunds will only be entertained within one hundred eighty (180) days from the date of the Transaction or in accordance with the relevant timeline provided by the Payment Scheme or TPPP.

10.Indemnity

10.1You hereby agree to keep Us, Our employees, and servants indemnified from and against all suits, actions, demands, damages, losses, liabilities (whether criminal or civil), expenses and cost whatsoever arising under any laws of Philippines to which We, Our employees, agents or representatives may be subjected in any manner due to, arising out of or in the course of or by reason of the carrying out of this Terms or resulting from any breach of this Terms by the You, including, without limitation:

10.1.1Any act, neglect or default of You or Your agents, employees, licensees or customers;

10.1.2Any event of fraudulent and illegal transaction committed by You or Your agents, employees, licensees or customers; or

10.1.3Breaches resulting in any successful claim by any third-party alleging libel or slander in respect of any matter arising from You carrying out Our Transactions.

10.1.4Breaches resulting in any successful claim or penalty fee charged by any Payment Scheme or TPPP in respect of any matter arising from You carrying out the Transactions;

10.1.5Any event which may compel the Government Authority to issue statutory order towards Us to make certain payment as a result of fraudulent and illegal transaction which may occur beyond Our control.

10.1.6any breach by You of any provision contained herein;

10.1.7any violation or claimed violation of a third party’s rights, including intellectual property rights in connection with the services; or

10.1.8the negligent or intentionally wrongful acts or omissions of You, Your employees, agents, subcontractors or Your other representatives.

11.Confidentiality

11.1You shall not at any time during or after the Term of this Terms divulge or allow to be divulged to any person any confidential information relating to Us, the Fiuu System, the Transactions or this Terms other than to persons who have signed a confidentiality undertaking in the form approved by Us.

11.2Subject to Clause 134, We shall not at any time during or after the Term disclose to or allow access to, Your personal information or Your customers, shareholders, directors, and other individuals in relation to this Terms, to third parties without the prior consent of such individuals.

11.3You shall not directly or indirectly, by any means whatsoever, obtain or attempt to obtain information of the Customers of other Merchants.

11.4If We, in Our absolute opinion, believe or suspect that You have breached the provisions in this Clause 11 (or any of them), We shall be entitled to terminate this Terms pursuant to Clause 16

11.5We shall take reasonable measures to safeguard all information stored in the Fiuu System.

12.Merchant’s Covenants, Warranties and Undertakings

12.1You hereby irrevocably and unconditionally covenants, warrants and undertakes:

12.1.1To observe the guidelines, procedure of the Transactions as set out in this Terms, or such other updates as provided by Us from time to time during the subsistence of this Terms;

12.1.2Upon request by Us , to furnish originals of bills or other supporting documents in relation to or in connection with Our Transactions;

12.1.3Upon request by Us, to allow Our representative for site visit and photo taking on the business premise.

12.1.4To notify Us immediately in writing of any change in Your organization or corporate or business structure or in any of the information furnished to Your Bank pursuant to this Terms;

12.1.5At all times, to promote and recommend Your customers to purchase goods, products or services using the Fiuu System;

12.1.6Not to provide or disclose any information in relation to or in connection with Our Transactions to any unauthorised third party;

12.1.7Not to gain or attempt to gain, directly or indirectly unauthorised access to Fiuu System for the purpose of obtaining the Customers information of other merchants of Ours.

12.1.8Not to use the Fiuu System to conduct any fraudulent, immoral or illegal activities or activities that may infringe the intellectual property rights of third parties;

12.1.9Not to use any intellectual property belonging to Us , including, without limitation, trademarks, trade names or patents, whether registered or not, without the prior written consent of Us other than such usage permitted under this Terms;

12.1.10That You have obtained all requisite licenses, authorisations, permits and approvals for the carrying on of the Merchant’s business;

12.1.11That You are duly authorised and empowered to enter into this Terms and perform all of Your obligations hereof; and

12.1.12That You shall not at any time represent to any third party as an agent of Us.

12.2If, in the sole and absolute opinion of Us, You have breached Your obligations, warranty, undertaking or covenant as stipulated in this Terms, We shall be entitled to suspend You from carrying any further Fiuu Transactions or terminate this Terms in accordance with the provisions of this Terms.

13.Disclosure of Information

13.1We shall, to the extent permitted by law, be entitled and You hereby irrevocably and unconditionally consent and authorise Us to disclose or release any information pertaining to You or Your Transactions through the Fiuu System to such extent that We may at our absolute discretion deem fit to:

13.1.1Your bank;

13.1.2Such other persons as We may be required to disclose under applicable law;

13.1.3Such other persons or entity pursuant to any governmental directive or order of the court; or

13.1.4Any other party whosoever as We may at its absolute discretion deem fit in the event of Dispute Transactions.

14.Data Privacy

14.1You and Us agree to use any procedure required by applicable law, rules, and regulations in order to protect consumer privacy and consumer information and shall use Personal Information only for the purpose of fulfilling Your obligations under this Terms and for any other purposes permitted by law. As used in this Terms, “Personal Information” means personal information or data collected by either party during the operation, management or administration of the Our Services, whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the party or entity holding the information or data, or when put together with other information would directly and certainly identify an individual.

14.2You and Us shall take all commercially reasonable steps to ensure that the Personal Information is protected against misuse and loss, or unauthorized processing, access, modification or disclosure and shall promptly notify the other party of any loss of or any unauthorized use, disclosure or processing of or access to the Personal Information. You or Us may retain records of Transaction for complying with applicable laws and internal compliance requirements.

14.3In accordance with the Data Privacy Act, IRR, and Our Privacy Policy (https://fiuu.com/privacy-policy/), which can be amended from time to time, You hereby:

14.3.1Expressly consents to Our use, collection, storage, recording, organization, updating or modification, retrieval, consultation, consolidation, blocking, disclosure, process, erasure or destruction and transfer of the Personal Information relating to You and Your directors/authorized representatives to Our Affiliate company in Malaysia for purposes of meeting regulatory obligations in the Philippines, Singapore and Malaysia, including identification of ultimate beneficial owners and PEPs;

14.3.2Represents and warrants that with respect to the Personal Information of individuals that will be shared to Us (including their Customers, directors, and authorized representatives), You have obtained express consent (through written, electronic, or recorded means) from the relevant individuals for the use, collection, storage, recording, organization, updating or modification, retrieval, consultation, consolidation, blocking, disclosure, process, and transfer, and erasure or destruction of such individual’s Personal Information. The transfer of such individual’s Personal Information would cover Us, Our Affiliates, and/or third persons (e.g., banks, Card Schemes, clearing houses, and e-money issuers). You undertake to comply with all the requirements under the Data Privacy Act, IRR, and the issuances of the Philippines National Privacy Commission in relation to Data sharing and outsourcing (as defined under the Act), which includes providing the individuals with the required information and entering into the necessary agreements with the relevant counterparty; and

14.3.3Represents and warrants that no further permission or consent is necessary from the Master Merchant and the individuals whose Personal Information will be shared with and processed by Us, Our Affiliates, and/or third persons (e.g., banks, Card Schemes, clearing houses, and e-money issuers).

14.4In coordination with You, who will be providing information to and securing the consent of the individuals whose Personal information will be shared and processed, We undertake to comply with the requirements of the Data Privacy Act, IRR, and the issuances of the Philippines National Privacy Commission in relation to any Data sharing and outsourcing (as defined in the Act) will undertake in relation to this Terms, which includes entering into the necessary agreements with the relevant counterparty.

14.5You shall procure your service providers to, comply with the applicable security requirements and established security standards.

14.6In the event of an unauthorized release, disclosure, data breach or information leakage, each Party shall promptly notify the other Party, where applicable, the notification shall include an incident report with the nature of breach, root cause and mitigating actions properly documented.

14.7Each Party shall promptly notify the other Party upon becoming aware of or suspecting a cybersecurity incident and provide an incident report as soon as it is available.

15.Limitation on Liability

15.1To the extent permitted by law, neither Us nor Our officers, directors, agents, shareholders or employees shall be liable with respect to any contract, tort or other legal or equitable theory for any incidental, indirect, special, exemplary or consequential damages incurred as a result of lost time, lost savings, lost data, lost goodwill or lost profits, whether foreseeable or unforeseeable, that arises out of or in connection with this Terms even if such party has been advised of the possibility or likelihood of such occurring.

15.2In no event shall Our total accumulated liability under this Terms and any applicable law, exceed the total amount of Transaction Fee paid or payable by You to Us under this Terms for the six-month period preceding that claim for liability, irrespective of the nature or kind of such liability.

16.Term & Right of Termination

16.1The duration of this Terms will be for a period of twenty-four (24) months from the Effective Date (“Term”) after which this Terms will renew automatically for successive twenty-four (24) months term (each, a “Renewed Term”) unless earlier terminated in accordance with this Terms.

16.2Termination due to the default of the Merchant.

16.2.1.Upon the happening of any of the events set out below We may, at Our absolute discretion, forthwith, by giving notice in writing to You, immediately terminate this Terms without prejudice to any other remedy We may have against the You:

(a)If and whenever there shall be a breach of, non- observance or non- performance of any of the terms, covenants or conditions contained herein, including payment of any of the fees stipulated, on the part of You and/or Your employees;

(b)Any judgment obtained against You remains unsatisfied for more than fourteen (14) days;

(c)You shall have Your property seized under any distress or execution process or makes any arrangements with or assignment for the benefit of Your creditors;

(d)You become bankrupt or is the subject of any winding up proceedings or makes any arrangements or composition with Your creditors;

(e)You default in performing or observing any terms, covenants or conditions to be observed or performed by You under any mortgage or other encumbrance over the assets of You, and such default materially affects the Your ability to perform Your obligations under this Terms;

(f)You do not agree with the modified, added to, deleted or varied clause on this Terms, which will be couriered to You in case there is a necessity for Us to revise this Terms, or You do not email or send back the signed copy of the revised Terms or clause within fourteen (14) days from receipt of the revised Terms or clause;

(g)You, if a partnership, changes its membership (without Our prior written notice) or is terminated or dissolved except in the events of death of a partner;

(h)Where You are a corporation, the control of the shareholders as at the date of this Terms is passed to other persons or corporation without Our prior written approval;

(i)You, if a natural person, becomes of unsound mind or infirm or becomes a drug addict or an alcoholic, meaning that he/she habitually uses drugs or intoxicating liquor to such an extent that he/she has lost the power of self-control with respect to drugs or intoxicating liquor;

(j)You are engaged in or suspected of engaging in fraudulent, illegal or immoral activities, or You are conducting or suspected of conducting fraudulent, illegal, immoral acts or transactions through the Fiuu System which infringe third parties’ intellectual property;

(k)You have breached the provisions in Clause 3.16.

(l)You have breached any of the Additional Terms and Conditions under Appendices (where applicable).

16.3Termination on account of Force Majeure.

16.3.1.Neither party is liable to the other for any failure to perform its obligations under this Terms to the extent caused by Force Majeure, provided that the affected party: a) immediately notifies the other party and provides full information about the Force Majeure; b) uses best endeavours to overcome the Force Majeure; and c) continues to perform its obligations as far as practicable. If the affected party is unable to resume performance of its obligations under this Terms for a reasonable period of time, the non-affected party may terminate this Terms by giving fourteen (14) days’ written notice to the other party.

16.3.2.For the purposes of this Terms, “Force Majeure” means an event beyond a party’s reasonable control including: any act of God, strikes, lock- outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction or actions of federal, state, local governmental authorities or financial institution authorities.

16.4Upon termination of this Terms, the following provisions shall apply:

16.4.1any pending Transactions to be performed using the Fiuu system will be cancelled. Our obligation to reimburse You shall cease on the effective date of such termination and We shall not be obliged or bound to make any payment on any of Our Transaction completed after the date of termination;

16.4.2You shall within thirty (30) days from the date of termination pay all monies which are due and payable to Us under this Terms; and

16.4.3Our obligation to reimburse You shall cease on the effective date of such termination and We shall not be obliged or bound to make any payment on any of Our Transaction completed after the date of termination.

16.4.4You shall forthwith return to Us, at Your own cost and expenses, all documentation provided by Us pursuant to this Terms.

16.4.5the Security Deposit as set forth in the Appendices, if any, will be returned to You after six (6) months upon the termination of the contract.

16.5.Notwithstanding any other clause in this Terms, We may at any time, and without cause, terminate this Terms in whole or in part, upon giving not less than thirty (30) days written notice to You.

16.6.For any inactive Merchant as determined by Us and/or upon termination of this Terms and in the event that We have failed to contact You and/or that Your bank account is no longer valid for Us to remit any amount due to You or amount left in the account, unless otherwise provided by law, We shall have the right to deal with the monies as it shall deem fit

17.Suspension

17.1We shall not be liable or responsible to You in any manner whatsoever for any failure to perform any of Our obligations contained in this Terms if such failure is by reason of the introduction, imposition or variation of any law or any directive of any authority or any agency of any state or any change in the interpretation or application thereof, it is or will become unlawful, or contrary to any such directive, or impractical without breaching such law or directive, for Us to give effect to Our obligations under this Terms.

17.2In the occurrence of such event by reason stated above in Clause 17.1, We shall, at Our absolute discretion, immediately suspend You from carrying further Transactions without giving any notice.

17.3Notwithstanding any other rights available under this Terms, We shall, at Our absolute discretion, suspend You from any further Transaction in the event there is no transaction recorded for 180 consecutive days. For avoidance of doubt, We shall first issue a notice of potential suspension in the event there is no Transaction recorded for 90 consecutive days, and You shall do the necessary to ensure the availability of active Transaction. In the event there is still no Transaction recorded for 180 consecutive days, We shall suspend Your account immediately.

18.Notices

18.1All notices and documents required to be given by You under this Terms to Us shall be sent to Us by way of registered post to the following address or email to the following address (such other address as We may notify at any time or from time to time):

Address: UB, 111 Paseo de Roxas Building, Legazpi Village, Makati City

Email Address: [email protected]

Any notice or document sent by You to Us shall be deemed served when such notice or document is duly received by Us.

18.2All notices and documents required to be given by Us under this Terms to You shall be sent to the You by any one of the following methods:

18.2.1Ordinary or registered post to Your last known address according to Our records;

18.2.2By facsimile to Your last known facsimile number according to Our records;

18.2.3Electronic mail to Your last known electronic mail address according to Our records;

18.2.4Posting the notice or communication on Our Website;

18.2.5Notices placed with or in any of Our written communications to You;

18.2.6Telephone call to Your last known telephone number according to Our records;

18.2.7Notices placed through any media; or

18.2.8Any manner of notification as We may at Our absolute discretion determine.

18.3Any notice or document or communication given by Us to You shall be deemed to be served and received by You:

18.3.1If sent by ordinary or registered post, within three (3) days of posting; or

18.3.2If sent by other methods stated in Clauses 18.2.2 to 18.2.8, the Business Day following the sending of such notice or document.

19.Waiver And Severance

19.1Any failure by Us to enforce at any time or for any period any one or more of the terms or conditions of this Terms shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Terms.

19.2In the event that any provisions of this Terms are declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, We shall amend that provision in such reasonable manner as would achieve the intention of Us. Notwithstanding the foregoing, We, at Our discretion may sever such provision from this Terms and the remaining provisions shall remain in full force and effect, unless We decide that the effect of such severance would defeat the original intention of the parties; and in which event, We shall be entitled to terminate this Terms.

20.Acknowledgement Of Merchant

20.1You acknowledge that prior to having executed this Terms You have carefully read the provisions of this Terms and has understood them and has not relied upon any statement, representation or waiver made by Us or Our servants, agents other than as set out herein.

21.Discretion

21.1No decision, exercise of discretion, judgment or opinion or approval of any matter mentioned in this Terms or arising from it shall be deemed to have been made by Us except if in writing and shall be at Our sole discretion unless otherwise expressly provided in this Terms.

22.Governing Law and Jurisdiction

22.1This Terms shall be governed by the laws of Philippines in every particular, including its formation and interpretation.

22.2For any dispute, in so far as it is possible to be amicably settled, by mutual consultation and consent between the parties, the parties shall be obliged to attempt a good faith resolution of any dispute for a minimum period of thirty (30) days from the date of the first attempt (by the issuance of a notice from either party to that effect) before resorting to resolution through any legally binding forum or other methods.

22.3Upon the expiry of the time frame in Clause 22.2, either party may proceed to file an action in court. Any conflict, claim, or action concerning this Terms shall be resolved and settled in the courts of Makati City to the exclusion of all other courts.

23.Binding Effect and Assignment

22.1This Terms shall be binding upon the heirs, personal representatives, successors, and assigns of the parties.

22.2You shall not assign, transfer, subcontract or delegate any of Your rights, interest or obligations under this Terms or any part thereof without the prior written consent of Us, which may be given on such terms and subject to such conditions as We may require.

22.3Notwithstanding any consent given by Us for any such assignment, transfer, subcontracting or delegation, You shall remain solely responsible to Us for observing and complying with and the due performance of all the duties, obligations, undertakings, warranties and covenants set out in this Terms.

22.4We shall be entitled to assign, transfer, subcontract or delegate any of Our rights, interest or obligations under this Terms by written notice to You.

24.Variation

24.1This Terms may be modified, added to, deleted or varied by Us and shall be communicated to You in manner as stated in Clause 18.2 or any such other manner as We may in Our absolute discretion determine.

24.2Any decision by You regarding such variation to this Terms shall be communicated to Us within such period of time as given by Us in the notice pursuant to Clause 24.1.

24.3Should You not agree to the variation to this Terms in case of necessity for Us to vary this Terms, this Terms shall be subjected to termination based on Clause 16.1(f).

24.4In the absence of any notification by You, You agree that continued performance of the Transactions vide Fiuu System upon the expiry of fourteen (14) days from the date of the notice given by Us shall constitute Your acceptance of the variation to this Terms.

25.Cost and Expenses

25.1Each party shall bear its own solicitor’s costs and expenses in respect of the preparation and execution of this Terms and all ancillary documents.

26.Anti-bribery & Corruption Laws and Fiuu Policy on Solicitation

26.1You shall comply and shall take appropriate steps to ensure compliance of each of its principals, owners, ultimate beneficial owners, shareholders, officers, directors, employees, agents, consultants, affiliates, suppliers and sub-contractors with all applicable anti-bribery and anti-corruption laws in Philippines (“Anti-Bribery and Corruption Laws”) and Our policy on solicitation, which may be amended from time to time, in any business dealings and activities undertaken in connection with this Terms. Accordingly:

(a)You undertake that neither You nor Your Affiliates and agents acting on Your behalf, whether before, during or after the term of this Terms, directly or indirectly, give or offer, or agree to give or offer, any gratification as an inducement or reward to any of Our director, officer or employee or any other person, for doing or forbearing from doing or for having done or forborne from doing any act, or for showing or forbearing from showing favour or disfavour to any person, in relation to this Terms. Gratification includes any gift, money, property or thing of value, or any service, favour or other intangible benefit or consideration of any kind, or any other similar advantage.

(b)You covenant that You have not and shall not, in all activities in connection with the performance of this Terms, directly or indirectly, make any payment, authorise, offer or promise to make any payment or transfer of anything of value to a government official or employee, or to any political party or any candidate for political office, for the purpose of influencing, inducing or rewarding any act or omission of an act to secure an improper advantage or to improperly acquire, preserve or obtain business.

(c)You shall not instruct, cause or permit any third-party to violate the conditions in this Clause 26 on behalf of You or Us.

(d)You shall, as soon as possible, in writing or orally, inform any of Our directors or officers, upon having knowledge of any our director, officer or employee, directly or indirectly, asking for or receiving, any gratification whether for his own personal benefit or advantage or for the benefit or advantage of any other person, in relation to this Terms, whether before, during or after the term of this Terms.

(e)You shall maintain true and accurate records necessary to demonstrate compliance with this Clause 26 and shall provide to Us a written certification of the measures You have taken to ensure such compliance upon simple request by Us. We shall have the right to audit, by ourselves and/or by Our appointed auditors and representatives, such books and records of Yours to the extent such books and records relate Your performance under this Terms.at the principal office of Yours for the purposes of assessing compliance with the provisions in this Clause 26, upon notice and subject to reasonableness as to place, date and time of said audit. You agree to fully cooperate in any such audit.

26.2Without prejudice to Our other rights and remedies under the Terms or law, We may terminate this Terms, or suspend or withhold payment effective immediately, upon written notice to You , if We, in good faith, believes that You , Your Affiliate or agents acting on your behalf are in breach or caused a breach of this Clause 26. Upon such termination, We shall be entitled to claim all losses, costs, damages and expenses including any incidental costs and expenses incurred by Us arising from such termination. We shall not be liable for any claims, losses or damages suffered by You arising from or in connection with Your failure to comply with this Clause 26, or the termination of this Terms pursuant to this clause.

26.3Regardless of any other provision in this Terms, We will not be obliged to do or omit to do any act which would, in Our reasonable opinion, potentially cause Us to breach the Anti-Bribery and Corruption Laws.

26.4You shall be liable for and shall defend, indemnify and hold harmless Us from and against any and all costs and expenses arising out of or in connection with any breach by You of this Clause 26.

26.5Subject to any applicable laws and rules and regulations, We shall keep confidential any information disclosed or received under Clause 26, including the identity of the person giving the information and all the circumstances relating to the information.

27.Business Continuity Management

27.1.Each Party shall maintain a Business Continuity Plan (BCP) and Disaster Recovery Plan (DRP) that ensures the continuity of services. The plans shall be designed to comply with applicable laws and regulations and shall be tested and reviewed annually to ensure their operational effectiveness. The plans shall be shared upon request by authorities or regulators.