GENERAL TERMS AND CONDITIONS
FOR GXI SERVICES
- GENERAL TERMS AND CONDITIONS
- Binding Agreement. These General Terms and Conditions for GXI Services (“General T&C”), together with any accepted Service T&C or any executed offline SOW (collectively, the "Agreement Documents"), constitute a legally binding agreement between the merchant entity (“Partner”) availing of GXI’s Services and G-Xchange, Inc. (“GXI”), a corporation duly organized and existing under the laws of the Republic of the Philippines, with business address at the 8th Floor, W Global Center, 9th Avenue corner 30th Street, Bonifacio Global City, Taguig City, Metro Manila, Philippines.
- Master Governing Framework. These General T&C serve as the master legal and regulatory framework for the Partner's access to and use of GXI’s Services, including but not limited to electronic money services, digital solutions, Platform features, or business services, (collectively, the "Services").
- Service Terms and Conditions, Statement of Work (SOW). The scope, technical parameters, and commercial specifications applicable to a particular Service will be detailed in separate Service Terms and Conditions (each a “Service T&C”) or an offline Statement of Work (each a “SOW”).
- Service Activation and Modes of Acceptance. The Partner may activate and avail of GXI Services by accepting these General T&C and the applicable Service T&C, or by executing a SOW. The Partner expressly agrees that these General T&C, any applicable Service T&C, or a SOW shall be deemed fully accepted, valid, binding, and legally enforceable upon the occurrence of any of the following events:
- The digital acceptance or electronic confirmation of these General T&C and any Service T&C via the Platform; and/or,
- The execution of an offline SOW which incorporates these General T&C via website link-out by the authorized signatories of both Parties.
In any event, the actual utilization of any GXI Services or the initiation of any transactions through the Platform or GXI System shall automatically and immediately bind the Partner to these General T&C and the applicable Service T&C, regardless of whether formal electronic confirmation or physical execution of an applicable SOW has occurred.
- Agreement Documents. Each combination of these General T&C and a specific accepted Service T&C or executed SOW constitutes a set of Agreement Documents, which forms a distinct and separate agreement governing that specific Service. The Partner may enter into multiple sets of Agreement Documents depending on the number of Services availed of.
- Precedence. The applicable Agreement Documents shall be interpreted as a single instrument, in a manner that gives effect to all their provisions. In the event of any conflict or inconsistency between these General T&C and any applicable Service T&C or applicable SOW, these General T&C shall prevail.
- Term. Unless otherwise specified in the applicable Service T&C or the corresponding SOW, such set of Agreement Documents shall remain effective until terminated in accordance with the termination provisions herein.
- Non-Exclusivity. Unless otherwise agreed by the Parties, GXI Services are non-exclusive. The Partner may multi-home or engage other service providers to perform services that are similar to those covered by the applicable Agreement Documents.
- Authority. Each Party represents and warrants that the acceptance, execution, delivery, and performance of its obligations under any Agreement Documents have been duly authorized by all requisite corporate or organizational approvals, consents, and resolutions. The individual accepting any Agreement Documents possesses the full right, power, and authority to legally bind the respective Party.
- Contact Persons. Official communications and notices under the applicable Agreement Documents shall be routed and sent in accordance with the following channels:
- Notices to the Partner. Notices directed to the Partner shall be sent via the Platform, which dynamically includes its notices to its Authorized Users, system administrators, and email addresses provided during registration. In the absence of Platform details, notices shall be sent to the specific contact persons or physical addresses listed in the corresponding SOW, or failing that, to the Partner's official business address provided during onboarding.
- Notices to GXI. Notices directed to GXI shall be sent via email to merchantsupport@gcash.com and, if applicable, to the specific Contact Persons, Account Managers, or escalation paths provided in the applicable Agreement Documents. Any notice sent by the Partner to an individual GXI Representative or Account Manager shall not be contractually valid unless simultaneously copied (cc'd) to merchantsupport@gcash.com.
- Physical Notices. Where physical delivery or formal written legal notice is required, communications must be sent to the respective official business addresses of the Parties as stated in the Agreement Documents or provided during onboarding.
- Entire Agreement. The Agreement Documents accepted or executed for a particular Service constitute the entire agreement between the Parties for that specific Service. With the exception of any valid and existing Non-Disclosure Agreements, such applicable Agreement Documents supersede all prior discussions, negotiations, and agreements relating to that specific Service.
DEFINITIONS- "AFASA" refers to Republic Act No. 12010, otherwise known as the Anti-Financial Account Scamming Act, including its implementing rules, regulations, and all applicable circulars or directives issued by the BSP and other Governmental Authorities, as may be amended or supplemented from time to time.
- “Affected Services" means the specific Services governed by a Service T&C or a Statement of Work (SOW) that have been terminated or suspended.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise; or the beneficial ownership of more than fifty percent (50%) of the outstanding voting securities or equivalent voting interests of such entity.
- “Agreement Documents” refers collectively to these General Terms and Conditions for GXI Services (“General T&C”), the applicable accepted Service Terms and Conditions (each a “Service T&C”) or executed Statement of Work (each a “SOW”) —including all annexes, schedules, exhibits, and appendices attached thereto as applicable to a particular Service — and any Partner undertakings or attestations related to the Services, which shall together constitute a distinct set of agreement documents.
- “Applicable Laws” refers to all laws, statutes, regulations, rules, ordinances, circulars, orders, directives and other legal requirements, whether local, national, or international, that are applicable to the performance of the Services and/or the business operations of a Party. These include, but are not limited to: Republic Act No. 9160 (Anti-Money Laundering Act of 2001), Republic Act No. 10168 (Terrorism Financing Prevention and Suppression Act of 2012), Republic Act No. 12010 (Anti-Financial Account Scamming Act or "AFASA"), Republic Act No. 10173 (Philippine Data Privacy Act of 2012), Republic Act No. 7394 (Consumer Act of the Philippines), Republic Act No. 10175 (Cybercrime Prevention Act); and their respective implementing rules and regulations, as each may be amended, supplemented, or re-enacted from time to time; and all rules, circulars, directives, and issuances of any Governmental Authority having jurisdiction over the Parties or the Services, including but not limited to the Bangko Sentral ng Pilipinas (“BSP”), the Anti-Money Laundering Council (“AMLC”), the Securities and Exchange Commission (“SEC”), the National Privacy Commission (“NPC”), the Department of Labor and Employment (“DOLE”), and the Bureau of Internal Revenue (“BIR”).
- “API” means Application Program Interface(s) and any related software code, technical documentation, specifications, and connectivity protocols provided by GXI to facilitate the integration and interoperability of the Parties’ respective Systems.
- “Authorized User” means any individual authorized by the Partner and successfully registered in the GCash for Business Platform who is granted administrative privileges, access credentials, or user permissions to access, utilize, or perform transactions on the Platform, GXI System, or Partner Wallet. This includes, without limitation, any Representative acting under the Partner’s authority or utilizing the Partner’s assigned access credentials, API keys, passwords, or multi-factor authentication tokens.
- "Auto-Debit" means a payment arrangement whereby GXI is permitted to automatically deduct, withhold, or debit due and payable fees, charges, or other amounts directly from the Partner Wallet or other specified financial account on a recurring or predetermined basis, or upon the completion of a transaction.
- “Background IPR” means all Intellectual Property Rights owned or controlled by a Party, or its Party Group, prior to the date a Party becomes bound by any Agreement Documents, or that are developed or acquired by a Party or its Party Group independently of the performance of the Services. Background IPR includes any modifications, enhancements, or derivative works of the foregoing.
- “BIR” means the Philippine Bureau of Internal Revenue.
- "BSI" refers to a Bangko Sentral ng Pilipinas Supervised Institution, which includes GXI and any other financial institution regulated by the BSP.
- “BSP” means the Bangko Sentral ng Pilipinas.
- “Business Day” means any day on which commercial banks are open for general business in Metro Manila, Philippines, excluding Saturdays, Sundays, and officially declared public holidays in the Philippines. For purposes of calculations and deadlines, a Business Day shall be deemed to end at 5:00 PM Philippine Standard Time.
- "Change of Control" means the occurrence of any of the following events: (i) the sale, lease, transfer, or other disposition of all or substantially all of the assets or business of a Party; (ii) a merger, consolidation, or reorganization of a Party with or into another entity, where the voting securities of such Party outstanding immediately prior thereto cease to represent at least fifty percent (50%) of the combined voting power of the surviving entity; or (iii) any transaction or series of related transactions in which any individual, entity, or group acting in concert, acquires the direct or indirect power to direct or cause the direction of the management and policies of a Party, whether through the ownership of more than fifty percent (50%) of the outstanding voting securities, the power to appoint a majority of the board of directors, by contract, or otherwise, or a change in the Ultimate Beneficial Owner(s), as defined under Applicable Laws and GXI Policies.
- “Claim(s)” means any and all demands, actions, suits, proceedings, causes of action, losses, damages, liabilities, assessments, sums, costs, expenses (including reasonable attorney’s fees), payments, settlement amounts, and any other obligations, including regulatory fines, charges, penalties, sanctions, chargebacks, payment reversals, or orders from Governmental Authorities arising out of or relating to the applicable Agreement Documents.
- “Confidential Information” means any and all information, in any form or medium (whether tangible or intangible, written, oral, visual, audio, electronic, or otherwise), that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), or otherwise obtained by the Receiving Party from the Disclosing Party or its Party Group (e.g., through observation or access), in connection with or relating to any Agreement Documents, whether or not marked as confidential. Confidential Information shall include, but not be limited to: correspondence, materials, data, transaction metadata, behavioral patterns, contracts, operations, products (current or planned), processes, procedures, marketing information, technology, designs, formulas, hardware, devices, software, platforms, APIs, connectivity protocols, source codes, information technology systems, inventions, prototypes, research, customers and potential customers, suppliers, business prospects, strategies, financial information (including statements and financial situation), corporate plans, commercial terms, prices, promotions, internal activities, future plans, any Background IPR and Foreground IPR of the Disclosing Party, and information treated by the Disclosing party as, or deemed under Applicable Laws to be, a trade secret or proprietary know-how; any copies, analyses, compilations, studies, derivative works, analytics, or other documents or material which contain, reflect, or are generated from any such information; any information regarding the Disclosing Party’s Party Group; any information that may be considered as Personal Data as defined under Applicable Laws; and the existence and contents of any Agreement Documents; provided, that Confidential Information does not include information that (i) was already known by the Receiving Party prior to its disclosure by the Disclosing Party (as evidenced by its written records), (ii) is or becomes publicly available through no fault of the Receiving Party, (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, (iv) is lawfully disclosed to the Receiving Party by a third party without breach of any confidentiality obligation, or (v) is disclosed with the Disclosing Party’s prior written consent.
- “Contact Person(s)” refers to the individual(s) designated by each Party within the Platform and/or in a SOW (as may be updated from time to time), who serve as the authorized Representative(s) of the Parties for purposes of receiving and transmitting notices, approvals, communications, and other information relating to the applicable Agreement Documents.
- “Data Breach" refers to a Personal Data breach as defined under Applicable Laws, including the Data Privacy Act of 2012 and its implementing rules, and further includes any unauthorized or unlawful processing, access, use, disclosure, consolidation, sharing, publication, or loss of Personal Data.
- “Data Outsourcing Terms and Conditions" or "DOTC" means GXI’s standard data privacy and processing terms and conditions governing its activities as a Personal Information Processor ("PIP"), available at https://www.new.gcash.com/data-privacy-agreement/dotc (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time.
- “Disclosing Party” means a Party that discloses or makes available Confidential Information pursuant to any Agreement Documents.
- "Disputed Funds" refers to the defined term under AFASA, including: (i) the funds or equivalent value involved in a Disputed Transaction; or (ii) any funds or equivalent value, whether in whole or in part, that originated from a Disputed Transaction and subsequently moved through, co-mingled with, or integrated into one or more financial accounts or Wallets within GXI’s System or across different BSIs, regardless of subsequent transfers or changes in account ownership.
- "Disputed Transaction" refers to the defined term under AFASA, including any financial transaction or movement of funds where GXI, in its sole but reasonable discretion believes — based on information from another BSI, a report from an aggrieved party, or findings from GXI’s own Fraud Management System— that such transaction involves a Prohibited Act, an Unauthorized Use of Services, or any activity intended to facilitate financial crimes.
- “DOLE” means the Philippine Department of Labor and Employment.
- “Dormancy” refers to a status in which the Partner’s account is deemed inactive due to the absence of any transaction, activity or engagement of the Services over a continuous period of twelve (12) months. Such inactivity includes, without limitation, any of the following: (i) failure to access the Services; (ii) non-utilization of Services, whether or not such Services involve financial transactions; or (iii) absence of financial activity in the Partner Wallet, including absence of Service-related transactions or fund transfers to or from the Partner Wallet.
- “Effective Date” means, with respect to these General T&C, the date on which the Partner accepts these terms via digital confirmation on the Platform or executes a SOW incorporating these General T&C via link-out, whichever occurs first; and, with respect to each specific Service T&C or SOW, the respective date on which such Service T&C is digitally accepted via the Platform or such SOW is fully executed, or the date on which actual utilization of the specific Service commences, whichever is earliest. For the avoidance of doubt, each accepted Service T&C or executed SOW shall establish its own independent Effective Date for that specific Service.
- “Force Majeure” means any event or circumstance that is unforeseeable, unavoidable, or beyond the reasonable control of a Party which hinders, delays, or prevents the performance by that Party of its obligations under the applicable Agreement Documents, including but not limited to acts of God, natural disasters (such as typhoons, earthquakes, floods, fire), war, acts of terrorism, civil unrest, strikes, lockouts, epidemics, pandemics, government regulations or orders, failure or disruption of essential utilities (such as power or internet), and other similar events or circumstances beyond the reasonable control of a Party. Force Majeure shall strictly exclude: (i) the Partner's inability to pay for any reason; (ii) any system failure, software glitch, or cybersecurity incident that could have been prevented by the Partner’s adherence to the Security Measures in the applicable Agreement Documents; or (iii) any event that is a direct result of the Partner’s own negligence, willful acts, or failure to maintain a robust Business Continuity and Disaster Recovery Plan.
- “Foreground IPR” means all Intellectual Property Rights that are conceived, created, developed, or otherwise generated by a Party or its Representatives under the applicable Agreement Documents, whether independently or jointly, that result from, arise out of, or relate to the performance or utilization of the Services. For the avoidance of doubt, Foreground IPR includes all data insights, analytics, derived intelligence, transaction metadata, and anonymized and aggregated data sets, machine learning models, fraud detection patterns, and consumer behavioral analytics derived from the utilization of the Platform, GXI's Systems, or the Services.
- “Fraud” has the meaning ascribed to it in the Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions.
- “GCash for Business Platform” or “Platform” means the centralized business portal that serves as the digital operating ecosystem for GXI featured Services. Accessible via web browser, mobile browser, or the GXI App, the Platform provides the Partner with an integrated interface to activate and manage Services, administer the Partner Wallet, oversee financial operations, configure role-based user access controls, utilize business dashboards, and serve as the primary channel to keep the Partner informed of any updates or changes to these General T&C and any accepted Service T&C. This Platform, along with its underlying technology environment, Application Program Interfaces (APIs), infrastructure, and subsequent updates or successor versions, forms part of the GXI Systems.
- “General Terms and Conditions” or “General T&C” refers to these General Terms and Conditions for GXI Services that apply automatically to all access and utilization of GXI Services, and serve as the master legal and regulatory framework governing all Services. The General T&C—including all applicable GXI Policies and regulatory compliance directives issued by GXI (each as may be unilaterally amended, modified, or supplemented by GXI from time to time)—may be made available on the Platform or such other URL or digital channel as GXI may designate or update.
- "Gross Negligence" means an act or omission that demonstrates a reckless disregard for the consequences or for the rights or safety of others, or an extreme departure from the ordinary standard of care, indicating a wanton or willful disregard of the foreseeable harmful effects. It is a level of negligence substantially higher than ordinary negligence.
- “GXI App” means the web-based and mobile application platform branded as “GCash”, including any updates, upgrades, or successor versions of the application and its associated platform components.
- “GXI Group” refers to G-Xchange, Inc., its Affiliates (including but not limited to Mynt, Inc., Fuse Financing Inc., BlockG Virtual Assets, Inc., Ryse, Inc., Sprynt Solutions Pte. Ltd., and Electronic Commerce Payments, Inc.), and their respective Representatives, in each case as they may exist from time to time.
- "GXI Policies" means all policies, standards, guidelines, codes of conduct, acceptable use terms, rules, and procedures established by GXI and/or the GXI Group, as applicable to the Services, and as may be updated and communicated by GXI from time to time, including via the GXI website, Platform, or electronic notice.
- “GXI System” refers collectively to the software, hardware, equipment, applications, GXI App, Platform, APIs, infrastructure, networks, devices, connectivity, managed network resources, information technology computing environment, operating systems, security protocols, and any other information technology resources owned, licensed, or operated by GXI or the GXI Group to provide the Services.
- “Governmental Authority” means any governmental body, agency, department, commission, board, bureau, regulatory authority (including BSP, AMLC, SEC, NPC, BIR, DOLE), government-owned or controlled corporation, court, instrumentality, legislative body, judicial authority, or administrative body, whether domestic or foreign, having jurisdiction over the Services or a Party.
- “Intellectual Property Rights” or “IPR” means any and all intellectual and industrial property, rights and interests of any kind, whether registered or unregistered, subsisting now or hereafter in the Philippines and throughout the world for their full term, including but not limited to any patents, trademarks, service marks, trade names, and rights in designs; trade secrets, know-how, formulae, processes, source-codes, and technology; copyrights and eligible layout rights; inventions, innovations, discoveries, and/or improvements; applications for, and rights to apply for, registration of any of the foregoing; rights under licenses and consents relating to any of the foregoing; and other forms of protection of an equivalent nature or having equivalent effect to any of the foregoing.
- “Kickback” or “Bribe” means any payment, fee, commission, credit, gift, gratuity, thing of value, act, favor, or compensation of any kind which is provided, offered, or promised, directly or indirectly, to any individual or entity, including a Public Official or a Representative of a Party, or any of their family members or associates, for the purpose of improperly inducing, influencing, obtaining or rewarding favorable treatment, including the onboarding or activation of the Partner, the execution of any Agreement Documents, the securing of future business, or the facilitation of any transaction or regulatory approval.
- “Liquidated Damages” means a pre-determined sum, or a formula for calculating such sum, agreed upon by the Parties as a reasonable and genuine pre-estimate of the losses that would be suffered by one Party (the "Injured Party") as a result of a specific breach or breaches of the applicable Agreement Documents by the other Party (the "Breaching Party"), where the actual damages are difficult or impossible to ascertain at the time of contracting. The Parties agree that such sums are not intended as a penalty but as compensation for damages that are difficult to quantify. The payment of Liquidated Damages shall be without prejudice to any other rights or remedies available to the Injured Party under the applicable Agreement Documents, including the right to terminate for cause or seek injunctive relief, provided that the Injured Party shall retain the right to claim actual damages to the extent such damages arise from a separate breach or are expressly permitted to be recovered alongside Liquidated Damages under the applicable Agreement Documents.
- “Marks” refers collectively to a Party Group’s trademarks, service marks, trade names, logos, brand names, and other commercial symbols, whether registered or unregistered, and includes any variations or derivative versions thereof as may be updated from time to time.
- “Material Breach” means a significant misrepresentation, violation, non-performance, or failure to comply with the terms and conditions of the applicable Agreement Documents that: (i) adversely affects, fundamentally undermines, or is contrary to the nature or essence of the obligation of the defaulting Party; (ii) substantially diminishes or impairs the rights, benefits, or protections of the non-defaulting Party under the applicable Agreement Documents; or (iii) results in a Claim against a Party or its Party Group. An example of Material Breach may be recognized when repeated breaches, even if curable, demonstrate a consistent and substantial disregard of the applicable Agreement Documents. The absence of mention of Material Breach in any of the clauses under the applicable Agreement Documents shall not be interpreted to exclude a violation of that clause from falling within this definition.
- “Net Settlement” refers to the process by which GXI remits to the Partner the net amount of any gross funds, transaction values, or settlement proceeds due to the Partner, after deducting all applicable fees, rates, charges, taxes, refunds, chargebacks, and penalties, as well as any other liquidated, undisputed, or demandable liabilities owed by the Partner to GXI under any Agreement Documents.
- “Partner Group” refers to Partner, its Affiliates, and their respective Representatives, in each case as they may exist from time to time.
- “Partner Wallet” refers to a Philippine Peso (PHP) denominated, non-interest bearing, commercial electronic money wallet within the GXI System assigned to the Partner for commercial use in accordance with the applicable Agreement Documents. This wallet is utilized to facilitate the flow of funds, including but not limited to the settlement of transactions, payment of fees, and processing of refunds related to the GXI Services.
- “Party Group” refers to either the GXI Group or the Partner Group, as applicable.
- "Personal Data” refers collectively to Personal Information, Sensitive Personal Information, and Privileged Information, as defined under the Philippine Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, as may be amended from time to time.
- "Prohibited Act" refers to any criminal offense, fraudulent scheme, or illegal activity defined under AFASA or other Applicable Laws, including but not limited to money muling, social engineering schemes, economic sabotage, or the unauthorized use of access devices.
- "Public Official" refers to any former or current officer, employee, agent, or representative of a Governmental Authority, any official or employee of any public international organization, any political party or official thereof, any candidate for public office, or any person acting for or on behalf of any such Governmental Authority, organization, political party, or candidate.
- “Receiving Party” means a Party to whom Confidential Information is disclosed or made available pursuant to any Agreement Documents, including any member of its Party Group that receives or has access to such Confidential Information.
- “Records” refers to any and all original or digital records pertaining to the Services provided under any Agreement Documents, including but not limited to, all Know-Your-Customer (KYC) documentation and information, transaction information (including metadata and timestamps), accounting records, communication logs, and any other documentation required to be maintained under GXI Policies or Applicable Laws.
- “Representatives” means any employee, officer, director, agent, contractor, consultant, or other person acting on behalf of a Party, who is authorized to act, make decisions, give advice, perform tasks, or take actions in connection with any Agreement Documents. Representatives include legal, financial, or technical advisors, accountants, auditors, or any other individual or entity that a Party designates to represent its interests or perform any duties related to any Agreement Documents.
- “Security Breach" refers to any act or omission that compromises the security, confidentiality, integrity, or availability of a System, including but not limited to any unauthorized access, use, disclosure, disruption, modification, or destruction of data (including Personal Data), information, or System resources, or any violation of a Party’s Security Measures as required under any Agreement Documents.
- "Service" means the specific electronic money services, digital solutions, platform features, or featured GXI business services available to the Partner as detailed and activated under a relevant Service T&C or a Statement of Work, including any modifications, updates, upgrades, or subsequent enhancements thereto, and as may be amended or supplemented from time to time.
- “Service Terms and Conditions” or “Service T&C” refers to the Service-specific terms and conditions that detail the scope, technical parameters, and commercial specifications applicable to a particular Service, which may be made available on the Platform or such other URL or digital channel as GXI may designate or update, as may be unilaterally amended, modified, or supplemented by GXI from time to time.
- "Statement of Work" or “SOW” refers to an offline, written document executed by the authorized signatories of both Parties that serves as the physical variant of a Service T&C. Each SOW shall be subject to these General T&C, which may be incorporated therein by reference via a stated website link-out.
- “System” refers to a Party’s software, hardware, equipment, platforms, applications, APIs, infrastructure, networks, devices, connectivity, managed network resources, information technology computing environment, operating systems, security protocols, and other related information technology resources necessary (whether owned, licensed, or utilized from a third-party provider) for the implementation of the Services.
- “Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions” or “TPSR and AFIA T&C” means the Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions available at https://gcash.com/third-party-security/dashboard (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time.
- “TIN” means the Taxpayer Identification Number, which is the unique identification number issued by the Philippine Bureau of Internal Revenue (BIR) to the Partner for tax-related purposes. This includes any subsequent or replacement identification numbers issued to the Partner in the event of a change in its BIR registration status or entity structure.
- “Transaction Settlement and Operating Rules" means the document containing the specific operational parameters, timelines, settlement schedules, reconciliation tracking procedures, refund mechanics, and customer support service levels designated and published by GXI, available at https://gcash.com/g4b-transaction-settlement-rules (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time.
- “Ultimate Beneficial Owner” shall refer to any natural person who ultimately owns or controls a Party, or any entity within the Party Group, or the natural person on whose behalf a transaction is being conducted. This includes natural persons who exercise ultimate effective control over a legal person or arrangement in accordance with Applicable Laws, including SEC Memorandum Circulars and the Anti-Money Laundering Act, as amended. A natural person shall be deemed an Ultimate Beneficial Owner if they: (i) directly or indirectly, through a chain of ownership or control, own at least twenty percent (20%) of the voting rights, voting shares, or capital of the Party or any entity within the Party Group; (ii) exercise control through any contract, understanding, relationship, or intermediary; (iii) possess the power to elect a majority of the board of directors or exert a dominant influence over the management or policies of the Party; or (iv) act as a principal or nominator for whom a nominee shareholder or director acts.
- “Unauthorized Use of Services” means any access to GXI’s System or use of the Services not expressly permitted under any Agreement Documents, including, without limitation: (i) any access or use that violates any terms, conditions, restrictions, or limitations set forth in any Agreement Documents; (ii) any use that violates Applicable Laws, or contravenes GXI Policies; or (iii) any access or use via compromised credentials, regardless of the source of such compromise.
INTERPRETATION- The Agreement Documents shall be interpreted in accordance with the laws of the Republic of the Philippines.
- The headings in the Agreement Documents are for convenience only and shall not affect its interpretation.
- Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
- The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
- Reference to any statute or statutory provision shall be construed as referring to the same as it may have been, or may from time to time be, amended, modified, or re-enacted.
- The Agreement Documents shall be construed as a whole, in accordance with its fair meaning, and not strictly for or against any Party.
- In the event of any conflict between words and figures, the words shall prevail.
- If the day on which any act is to be done under the Agreement Documents is not a Business Day, such act shall be performed on the next succeeding Business Day.
REPRESENTATIONS AND WARRANTIES- Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
- It is duly organized, validly existing, and in good standing under Applicable Laws;
- It has the full power and authority to enter into the applicable Agreement Documents and to perform its obligations thereunder;
- The execution, delivery, and performance of the applicable Agreement Documents have been duly authorized by all necessary corporate or other organizational approvals, consents, and/or resolutions, and do not violate or conflict with (i) its organizational documents; (ii) any agreement to which it is a party; or (iii) any Applicable Laws, or orders, or judgments of any Governmental Authority;
- The applicable Agreement Documents constitute its valid and binding obligation, enforceable against it in accordance with its terms;
- It has, and shall maintain during the Term of the applicable Agreement Documents, all necessary business registrations, licenses, permits, certificates, and authorities to operate its business and perform its obligations under the applicable Agreement Documents in accordance with Applicable Laws;
- It has the necessary financial resources to fulfill its obligations under the applicable Agreement Documents;
- It is, and will remain throughout the term of the applicable Agreement Documents, in full compliance with all Applicable Laws relating to labor and employment, including all relevant issuances of the Department of Labor and Employment (“DOLE”). This includes, but is not limited to, laws and regulations concerning: (i) wages, working conditions, and benefits; (ii) occupational health and safety; (iii) non-discrimination; and (iv) the legal employment status of its Representatives and all personnel engaged in relation to the applicable Agreement Documents; and,
- There is no action, suit, proceeding, or investigation pending or, to its knowledge, threatened against it that could reasonably be expected to have a material adverse effect on its ability to perform its obligations under any of the Agreement Documents.
- In the exercise of rights and performance of obligations under the applicable Agreement Documents it will comply with all Applicable Laws.
- Partner Representations and Warranties. Partner represents and warrants that:
- Its business operations do not and shall not involve any prohibited activities or businesses as defined by Applicable Laws or GXI Policies from time to time; and,
- It is an independent employer and that no employer-employee relationship exists between GXI and the Partner's Representatives. The Partner maintains the sole right to hire, fire, supervise, and pay its personnel.
- Disclaimer of Implied Warranties. Except as expressly provided in the applicable Agreement Documents, GXI provides the Services on an “as-is” and “as-available” basis, and makes no other warranties, whether express or implied, statutory, or otherwise. GXI specifically disclaims all implied warranties, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from course of dealing or usage of trade. GXI does not warrant that the services will be uninterrupted, error-free, or completely secure.
- Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
GOODWILL AND BRAND REPUTATION- GXI Brand Reputation. The Partner acknowledges the value of GXI's goodwill, brand, and reputation, including the GCash and GXI Group brand and reputation. The Partner covenants to take all reasonable measures to protect and preserve GXI and GXI Group’s reputation from any damage, risk or liability. The Partner shall not: (i) engage in any activity, act, or omission, that may cause reputational damage, risk or liability to GXI, the GXI Group, or the GCash brand; or (ii) make, publish, or communicate to any person or entity any disparaging or negative remarks regarding GXI, the GXI Group, or the Services. The Partner shall immediately notify GXI in writing of any event or circumstance (including negative media coverage or customer escalations) that could reasonably be expected to impact GXI’s or GXI Group’s reputation.
- Publicity and Use of Name. Except as otherwise provided in the applicable Agreement Documents, neither Party shall, without the prior written consent of the other Party, issue any press release, public announcement, or public communication concerning any Agreement Documents or the Services, nor use the Marks of the other Party Group in any marketing or promotional materials. Any authorized use of a Party Group’s Marks shall strictly adhere to the owning Party’s brand guidelines, and the owning Party reserves the right to demand the immediate removal or modification of any material that it deems, in its sole discretion, to be an improper use of its Party Group’s Marks. Notwithstanding the foregoing, GXI may use the Partner's name and logo in general customer lists or marketing portfolios.
- Failure to comply with any of the requirements under this Section shall be considered a Material Breach of these General T&C.
SERVICES- Provision of Services. GXI shall provide the Services to the Partner in accordance with the terms and conditions of the applicable Agreement Documents.
- Authorized Use of Services. Partner shall use the Services solely for the purposes expressly authorized in the applicable Agreement Documents, and in accordance with all Applicable Laws and GXI Policies.
- Unauthorized Use of Services. The Partner shall not engage in, nor permit any third party to engage in, any Unauthorized Use of Services. Without limiting the generality of the defined term, Partner specifically agrees that it shall not: (i) use the Services for the benefit of any third party; (ii) resell, sub-license, or lease the Services; or (iii) use the Services in a manner that interferes with or disrupts the integrity or performance of the GXI System. Partner shall implement and maintain commercially reasonable policies, procedures, and internal controls to prevent any Unauthorized Use of Services and shall immediately notify GXI in writing upon becoming aware of any actual or suspected Unauthorized Use of Services.
ONBOARDING AND DUE DILIGENCE REQUIREMENTS- Pre-requisite to Service Commencement. Prior to the commencement of any Service under the applicable Agreement Documents, the Partner shall complete GXI’s standard onboarding process, including any online acceptance of terms and conditions, and provide GXI with all requested information and documentation for due diligence, Know-Your-Customer (“KYC”), and Know-Your-Merchant (“KYM”) purposes. This may include, but is not limited to, furnishing true and accurate copies of the following:
- Valid national and local government business registrations, licenses, permits, certificates, and authorities necessary to operate Partner’s business in accordance with Applicable Laws;
- Valid government-issued identification documents of authorized signatories, representatives, primary officers, and owners/beneficial owners;
- Proof of business address and contact information;
- Financial statements, business plans, or other documentation to assess financial standing and business nature;
- Information regarding the Partner’s ownership structure, including details of ultimate beneficial owners;
- Anti-Money Laundering (“AML”) and Counter-Terrorism Financing (“CTF”) compliance policies and procedures (if applicable); and,
- Any other documents or information requested by GXI to comply with GXI Policies, Applicable Laws, and regulatory obligations.
- Partner Representations and Warranties. The Partner represents and warrants that all information and documentation provided to GXI for onboarding and due diligence is true, accurate, current, and complete in all material respects and shall comply with Applicable Laws. The Partner shall promptly notify GXI in writing of any changes to such information or documentation. The Partner acknowledges that any misrepresentation or failure to update information shall constitute a Material Breach of these General T&C and may result in immediate suspension or termination of Services.
- Review and Approval. GXI shall review all information and documentation provided by the Partner for onboarding and due diligence. The Partner hereby expressly and irrevocably authorizes GXI to conduct independent verification of all such information and any other aspects of the Partner’s business, including through the use of third-party service providers and external databases. GXI reserves the right, in its sole discretion, to disapprove or withhold the commencement of any Service until it has completed its onboarding and due diligence processes, and is satisfied that Partner is compliant with Applicable Laws and GXI Policies. GXI shall not be liable for any delays in the commencement of Services resulting from the Partner’s failure to provide the required information and documentation or GXI’s ongoing review, or GXI's ultimate decision to withhold Services.
- Ongoing Compliance and Updates. The Partner shall cooperate fully with any ongoing due diligence, KYC, and KYM requests from GXI during the Term of the applicable Agreement Documents. Furthermore, the Partner shall proactively furnish GXI with updated copies of onboarding and due diligence documents and information in case of any material change, expiration, renewal, amendment, or update to the same. Failure to provide updated information within the timelines provided in this Section shall be deemed a Material Breach of these General T&C and may result in immediate suspension or termination of Services.
- Changes to Partner Account. The Partner shall notify GXI in writing of any changes to its business account information in accordance with the following requirements:
- Immediate Notification. The Partner shall notify GXI immediately of any changes to its:
- Authorized signatories, contact persons, or key management Representatives;
- Authorized recipients of reports or settlement instructions;
- Nominated bank account details or Taxpayer Identification Number (TIN);
- Business office, store address, or primary domain/URL;
- Status of required business registrations, licenses, or permits; and,
- Any pending or threatened litigation, regulatory investigation, or enforcement action by a Governmental Authority.
- Prior Notification. The Partner shall provide GXI with at least thirty (30) days' prior written notice before the effective date of:
- Changes in the nature of its business or the types of products/services offered;
- Closure of business sites (online and/or offline), offices, or cessation of business operations; and,
- Any merger, acquisition, Change of Control, or reorganization activities.GXI reserves the right to suspend the Services or require a new onboarding process upon receipt of any such notices if GXI determines, in its sole discretion, that the change materially alters the Partner’s risk profile or violates GXI Policies or Applicable Laws.
- Immediate Notification. The Partner shall notify GXI immediately of any changes to its:
- Pre-requisite to Service Commencement. Prior to the commencement of any Service under the applicable Agreement Documents, the Partner shall complete GXI’s standard onboarding process, including any online acceptance of terms and conditions, and provide GXI with all requested information and documentation for due diligence, Know-Your-Customer (“KYC”), and Know-Your-Merchant (“KYM”) purposes. This may include, but is not limited to, furnishing true and accurate copies of the following:
SERVICE IMPLEMENTATION AND SUPPORT- Service Implementation. Upon the Effective Date of a set of Agreement Documents, GXI shall use commercially reasonable efforts to implement the applicable Services in accordance with the terms specified in the applicable Agreement Documents. The implementation process may involve activities such as, but not limited to, establishment of a Partner Wallet, System provisioning, technical configuration, testing, integration, data migration, Representative training, acceptance testing, and deployment, as detailed in the applicable Agreement Documents. The Partner acknowledges that GXI’s implementation timeline is contingent upon the Partner’s timely performance of its obligations, including the provision of technical specifications and access to Partner Systems. GXI reserves the right to postpone the Go-Live date if the Partner fails to meet the technical or security benchmarks required by GXI Policies.
- Partner Wallet. As part of the Service implementation, GXI will create a Partner Wallet which shall be utilized exclusively for the settlement of transactions, payment of fees, and processing of refunds related to the Services. The creation, maintenance, and use of the Partner Wallet are subject to the terms and conditions of the applicable Agreement Documents and Applicable Laws. GXI reserves the right to impose transaction limits, hold funds, freeze, or suspend access to the Partner Wallet if GXI, in its sole discretion, identifies a risk of Fraud, Unauthorized Use of Services, Material Breach, or potential violation of GXI Policies or Applicable Laws. The Partner Wallet is non-interest bearing and shall not be used for personal or non-commercial purposes.
- System Provisioning.
- Unless otherwise stipulated in the applicable Agreement Documents, each Party shall, at its own expense, provide and maintain its own Systems necessary for the Services.
- If applicable, GXI will provide the Partner with GXI’s APIs to enable the Partner’s Representatives to facilitate the Service or the Partner’s System to interact with GXI’s System. All costs related to the Partner’s integration and use of these APIs shall be borne by the Partner, unless otherwise specified in the applicable Agreement Documents.
- Partner shall provide GXI with advance notice of at least thirty (30) calendar days regarding any changes to Partner’s Systems or APIs that may impact GXI’s Systems or any interface therewith. GXI shall, following such notification, use commercially reasonable efforts to cooperate with Partner to maintain the interoperability and/or successful interface of their respective Systems. Failure to provide such notice, or the implementation of changes that GXI determines, in its sole and absolute discretion, may compromise the security, integrity, or performance of the GXI System, shall grant GXI the right to immediately suspend the Partner’s access to the GXI System and Services without liability.
- Service Implementation Modifications and Updates. GXI reserves the right, in its sole discretion, to modify, update, decommission or discontinue any aspect of how the Services are implemented, which includes, but is not limited to, changes to GXI’s Systems, APIs, hardware devices, software, technical specifications, or other tools used in relation to the Services. GXI will provide the Partner with timely notice of such changes and use commercially reasonable efforts to minimize disruption to the Partner’s business during such updates. The Partner acknowledges that its failure to implement required updates within GXI's specified timeframe may result in Service degradation or suspension, for which GXI shall have no liability.
- Partner Representative Training. The Partner shall ensure that its Representatives undergo and successfully complete all trainings and seminars as may be required by GXI or Applicable Laws. Completion of such trainings and seminars is a strict prerequisite to the Representatives’ access to the Services, Platform, GXI System, or Partner Wallet. GXI reserves the right to audit training records and require re-certification at any time to maintain compliance with GXI Policies and Applicable Laws. All costs associated with the Partner's participation in training shall be borne by the Partner unless otherwise agreed in the applicable Agreement Documents, and GXI shall not be liable for any implementation delays or temporary suspension of access resulting from the Partner's failure to ensure its Representatives are duly trained and certified.
- Partner Cooperation. The Partner shall provide GXI with all necessary cooperation, assistance, resources, access, information, and approvals required for the proper and timely implementation of the Services. This includes, without limitation, providing GXI with timely access to the Partner’s technical personnel, Systems, and relevant data in the format and manner specified by GXI. The Partner acknowledges that GXI’s performance is strictly contingent upon such cooperation. GXI shall not be liable for any delays, Service failures, or increased costs in implementation or operation caused by the Partner’s failure to provide such cooperation or for providing incomplete or inaccurate information.
- Partner First-Level Support and Escalation.
- The Partner shall be solely and exclusively responsible for providing first-level support to its end-users and customers. This responsibility includes independent resolution of all inquiries, complaints, and disputes related to the Partner's business, products, and services, including but not limited to fulfillment, delivery, and quality of goods/services.
- The Partner shall maintain sufficiently trained personnel to handle such inquiries and shall only escalate issues to GXI that specifically concern the technical availability or core functionality of the GXI System. GXI’s determination as to whether an issue constitutes a core functionality or platform availability matter shall be final.
- All escalations to GXI must be submitted through GXI’s designated support channels and must include a detailed description of the issue and evidence of the Partner's prior attempt at first-level resolution. GXI reserves the right to redirect any inquiry back to the Partner if GXI determines, in its sole discretion, that the issue pertains to the Partner’s business operations. The Partner shall respond to such redirected inquiries within the timeframes specified by GXI or Applicable Laws.
- GXI Service Support.
- Following the implementation of the Services, GXI shall provide ongoing Service support to the Partner in accordance with the support terms and service levels specified in the applicable Agreement Documents.
- If the applicable Agreement Documents do not specify support terms or service levels, GXI will nonetheless provide general Service support and ensure Service availability in a professional and workmanlike manner, consistent with requirements under Applicable Laws and using commercially reasonable efforts. These include:
- Platform Support. Technical issue resolution, reconciliation of transaction information, and assistance with other matters directly related to the GXI System. However, GXI’s support expressly excludes support for issues arising from the Partner’s business operations, independent dealings between the Partner and its customers, or malfunctions in the Partner System.
- Service Availability. Commercially reasonable efforts to maintain the availability of core Service functionalities. Service availability calculations shall exclude: (i) scheduled maintenance windows communicated in advance; (ii) emergency maintenance required for security or regulatory compliance; (iii) interruptions caused by Partner Systems; and (iv) failures of third-party infrastructure, including telecommunications networks, internet service providers, or banking networks.
COMMERCIAL TERMS- Pricing and Payment. The applicable Agreement Documents shall set forth the specific pricing, fees, rates, charges, payment period, settlement method, and other commercial terms applicable to that specific Service. Unless otherwise specified in the relevant Service T&C or corresponding SOW, all amounts payable to GXI shall be in Philippine Pesos (PHP).
- Transaction Settlement and Operating Rules. Unless otherwise provided in the applicable Agreement Documents, transaction processing, settlement schedules, reconciliation tracking, refund mechanics, and customer support service levels shall be governed by GXI’s Transaction Settlement and Operating Rules, available at https://gcash.com/g4b-transaction-settlement-rules (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time, which are hereby incorporated by reference into, and form an integral part of, all Agreement Documents.
- Net Settlement. Unless otherwise provided in the applicable Agreement Documents, GXI shall settle transactions net of all applicable fees, charges, taxes, and refunds (“Net Settlement”).
- Invoicing/ Billing. Unless otherwise provided in the applicable Service T&C or corresponding SOW, GXI will issue invoices or billing statements within ten (10) Business Days after the end of each month (EOM) for any fees or charges not collected via Net Settlement or Auto-Debit. GXI will send these documents, along with collection notices and other billing communications, to the Partner’s designated Contact Persons. The Partner must ensure their contact details are accurate and up-to-date, and that these communication channels are regularly monitored. Time is of the essence for all payments. The Partner must pay all undisputed amounts within thirty (30) calendar days of receiving the invoice or billing statement, unless the relevant Service T&C or corresponding SOW specifies a different payment period.
- Disputed Invoices or Fees.
- If the Partner disputes any portion of an invoice or any fee charged by GXI, the Partner must notify GXI in writing of such dispute (“Notice of Dispute”) within five (5) Business Days from receipt of the invoice, fee, Net Settlement calculation, Settlement Report, or Daily Transactions Report. The Notice of Dispute must clearly specify the disputed items, the amount in question, and provide a detailed explanation of the basis for the dispute. Failure to dispute an invoice or fee within this timeframe shall constitute acceptance of the invoice or fee as valid and correct.
- The Partner shall pay all undisputed amounts within thirty (30) calendar days of receiving the invoice or billing statement, unless the applicable Service T&C or corresponding SOW specifies a different payment period. Any undisputed amounts not paid as they fall due may, at GXI's sole discretion, be subject to an interest charge at the rate of two percent (2%) per month, calculated daily from the original due date until full payment.
- Upon receipt of a valid Notice of Dispute, GXI and the Partner shall use good faith efforts to resolve the dispute amicably and promptly within thirty (30) calendar days. This may involve providing additional documentation, conducting reconciliation, or holding discussions between the Parties' relevant personnel. In case the Parties cannot resolve the dispute, GXI’s decision shall prevail, without prejudice to Partner’s right to resort the matter to Dispute Resolution as provided in these General T&C.
- No late payment charges or interest shall accrue on any amounts that are genuinely and reasonably disputed by the Partner in accordance with this Section during the active amicable discussion period, provided the undisputed portion of the invoice has been paid by its original due date. However, if a disputed amount is subsequently determined to be payable to GXI, the interest charge of two percent (2%) per month shall apply automatically and retroactively to such amount, calculated daily from the original due date of the invoice until paid in full.
- Right to Set-Off.
- Notwithstanding anything to the contrary in any Agreement Documents, to the extent allowed under Applicable Laws, GXI shall have the right to set-off any unpaid fees, charges, penalties, and/or other liabilities of the Partner under any Agreement Documents from any of Partner’s funds in the possession or control of GXI, provided that: (i) The fees, charges, penalties, or other liabilities are valid, due, and/or demandable; and, (ii) Partner failed to pay the fees, penalties, or other liabilities within the relevant payment period, or as otherwise provided in the applicable Agreement Documents.
- GXI shall use commercially reasonable efforts to provide the Partner with written notice at least one (1) day prior to exercising its right to set-off. However, in urgent or unforeseen circumstances, notice may be delivered as soon as practicable following the set-off.
- The exercise of this set-off right shall be without prejudice to any other rights or remedies available to either Party under any Agreement Documents or Applicable Laws.
- For avoidance of doubt, this right of set-off shall not apply to any funds held in trust for the Partner in accordance with BSP regulations, including but not limited to the e-money float or settlement reserves safeguarded under BSP regulations, unless permitted by Applicable Laws and with Partner’s written consent.
- The exercise of this right shall be in accordance with the principles of fairness and transparency in accordance with BSP’s regulations on Financial Consumer Protection.
- Collection and Legal Remedies. In the event of non-payment or any overdue amounts, GXI reserves the right to pursue all available remedies under law or equity. This includes, without limitation, initiating formal collection efforts, suspending services, and commencing legal proceedings. The Partner shall be liable for all costs incurred by GXI in recovering overdue amounts, including reasonable attorney's fees, court costs, and collection agency fees.
- Pricing Review and Adjustment. GXI reserves the right, in its sole discretion and in good faith, to review and unilaterally amend, modify, or supplement the pricing, fees, rates, and charges for any Service(s) under any Service T&C or SOW in accordance with the Unilateral Amendment provisions herein. This is without prejudice to the Partner’s right to terminate the affected Service T&C or SOW in accordance with the termination provisions on Unilateral Amendment.
TAXES- Taxes Payable by Each Party. Each Party shall be solely responsible for all taxes, duties, levies, charges, and other governmental assessments of any kind imposed on or payable by it pursuant to Applicable Laws in connection with the applicable Agreement Documents. These include, but are not limited to, taxes on its own income or profits.
- VAT and Indirect Taxes. Unless otherwise provided in a Service T&C or SOW, all amounts payable by Partner to GXI for Services under the applicable Agreement Documents shall be deemed inclusive of any applicable value-added tax (VAT). To the extent that a Service is designated as VAT-exclusive in the applicable Agreement Documents, or if other indirect taxes, excise taxes, duties, levies, and other similar charges (“Indirect Taxes”) apply, the Partner shall be liable for the payment of all such Indirect Taxes in addition to any fees or charges for Services rendered. GXI shall collect or withhold from the Partner the amount of Indirect Taxes, remit the same to the BIR, and issue to the Partner a VAT-registered sales invoice ("SI"). Should there be a change in an applicable tax rate or the introduction of new Indirect Taxes during the Term, the Partner agrees that GXI shall have the right to automatically adjust the total amount billed to reflect such changes without the need for a formal amendment to the applicable Agreement Documents.
- Withholding Taxes.
- Payments between GXI and a Philippine-registered Partner. If either Party (“Withholding Agent”) is required by Applicable Laws to withhold any taxes from payments due to the other Party (“Income Recipient”), the Withholding Agent shall withhold the required amounts from the applicable payments and remit them to the BIR for the Income Recipient’s account. The Income Recipient shall receive all such payments less the applicable Expanded Withholding Tax (EWT) as remitted by the Withholding Agent. The Withholding Agent shall provide the Income Recipient with a Withholding Tax Certificate (“WTC”) specifying the nature of fees, amount paid, and amount of taxes withheld therefrom, within Twenty (20) calendar days after the close of the month in which the withholding tax payment was made. The Withholding Agent acknowledges that its failure to furnish the Income Recipient with correct and fully signed WTCs within the deadline will result in the invalidation of Income Recipient’s tax credits. Therefore, the Withholding Agent agrees that in such instances it shall pay the Income Recipient the full amount corresponding to the Income Recipient’s lost tax credits within thirty (30) calendar days of written notice. In the event the Partner is the Withholding Agent, GXI reserves the right to set-off any unpaid amounts due to lost tax credits against any funds of the Partner in GXI's possession.
- Payments by a foreign-registered Partner. All fees payable to GXI under the applicable Agreement Documents shall be paid free and clear of and without any deduction for any withholding taxes imposed by a foreign jurisdiction. If the Partner is required by the Applicable Laws of any foreign jurisdiction to withhold any taxes on payments to GXI, the Partner shall pay to GXI an additional amount such that the net amount received by GXI after such withholding is equal to the amount that would have been received if no withholding had been made ("Gross-Up Payment"). The Partner shall be solely responsible for paying and remitting to the relevant taxation authority the full amount required to be withheld in accordance with Applicable Laws and furnish GXI with a valid and correctly completed withholding tax certificate or official tax receipt within the specified deadlines of the foreign jurisdiction. GXI shall not be required to provide a gross-up for payments made to a foreign-registered Partner unless expressly agreed upon in the applicable Agreement Documents.
- Tax Exemption. In the event that the Partner is entitled to tax exemptions/benefits under Applicable Laws, the Partner shall provide GXI with true and correct copies of all documents necessary to substantiate the claim of exemption (e.g. Certificate of Tax Exemption) at the point of onboarding or at least ten (10) Business Days prior to the first affected transaction. Partner shall be solely liable for any interest, surcharges, penalties and the like that may be assessed by the BIR arising from, or as a consequence of, the Partner’s failure to provide the said documents or GXI’s reliance on the Partner’s claimed exemption.
- Tax Indemnity. The Partner shall fully indemnify and hold harmless GXI and the GXI Group from and against any and all taxes, fines, penalties, interest, and loss of tax credits incurred by GXI as a result of the Partner's non-compliance with this Section, its misrepresentation of tax status, or its failure to timely remit taxes or certificates. This indemnity shall survive the termination or expiration of the applicable Agreement Documents.
RISK MANAGEMENT AND MITIGATION MEASURES- Risk Disclosure. Partner acknowledges and agrees that the use of the Services inherently involves certain risks. Such risks may arise any time during the Partner onboarding process, the integration of Partner's Systems with GXI's Services, and during continuing operations related to the Services. These risks may include, without limitation, potential: System corruption, System Security Breaches, compromise of System integrity, technical glitches, loss or corruption of data, Data Breaches, service interruptions, compatibility issues, financial or operational losses, fraud, chargebacks, legal or regulatory liabilities, damage to GXI’s reputation or the EMI network, operational outages, mishandling of customer data, customer complaints and claims, and other unforeseen or unlisted matters that may arise in connection with the Services.
- Risk Management.
- Shared Responsibility. Both GXI and Partner acknowledge that effective risk management is a collaborative effort essential for the secure and reliable provision and utilization of the Services.
- Partner's Responsibilities. Partner shall be primarily responsible for identifying, assessing, mitigating, and managing all risks associated with its own Systems, data (including customer data), personnel, and operations in connection with the Services. This includes, without limitation, implementing and maintaining appropriate technical, organizational, and physical security measures to protect its Systems and data from Security Breaches and Data Breaches. The Partner is primarily liable for losses resulting from fraudulent transactions facilitated through the Partner’s System due to Partners failure to implement the mandatory security controls required under GXI Policies and Applicable Laws. Partner shall ensure its compliance with all Applicable Laws related to data privacy, security, and risk management.
- GXI's Responsibilities. GXI shall implement and maintain reasonable and appropriate security measures, policies, and procedures designed to protect the Services and GXI's systems from Security Breaches and Data Breaches. GXI does not, however, guarantee that all risks will be eliminated or that the Services will be entirely free from Security Breaches, technical glitches, or other incidents.
- Cooperation and Information Sharing. Each Party agrees to cooperate in good faith with the other Party in identifying, assessing, and mitigating risks related to the Services. Upon becoming aware of any actual or suspected Security Breach, Data Breach, or significant vulnerability that may impact the Services or the other Party, the Party discovering such event shall promptly notify the other Party and provide reasonable assistance and information as necessary to investigate, contain, and remediate the issue.
- Continuous Improvement. Both Parties shall endeavor to continuously review and improve their respective risk management practices and security controls in line with industry best practices and evolving threat landscapes.
- Risk Assumption and Liability. To the fullest extent allowed under Applicable Laws, the Partner agrees to assume all risks related to its use of the Services. The Partner shall be fully liable for and indemnify GXI and the GXI Group for any losses, fines, penalties, Claims and/or reputational damage that arise from Partner’s:
- Non-compliance with any Agreement Documents, GXI Policies, or Applicable Laws;
- Fraud, misrepresentation, or Unauthorized Use of Services by its employees, agents, Representatives, or customers; and,
- Customer complaints or regulatory issues attributable to the Partner’s actions or operations.
- Risk Mitigation. GXI reserves the right to implement and enforce the following risk mitigation mechanisms, without prejudice to any other rights under any Agreement Documents or Applicable Laws:
- Carry out regular compliance and risk assessments of the Partner’s operations;
- Require the Partner to provide or update risk-related documents, such as policies, certifications, and transaction controls;
- Impose limits on transaction amounts or product Service offerings when GXI’s risk assessments deem it necessary;
- Immediately suspend the Partner’s access to the Services if GXI believes, in its sole discretion, there is a significant or unmanaged risk, with or without prior notice, especially when immediate action is needed to protect financial consumers, comply with BSP regulations, or prevent further issues; and,
- In accordance with AFASA and Applicable Laws, immediately and unilaterally place a temporary hold on any Disputed Funds in the Partner Wallet or any related accounts for an initial period of up to five (5) calendar days, which may be extended for an additional twenty-five (25) calendar days (totaling 30 days) during a verification process, which period may be extended in compliance with any legal process or requirement or to avert any further risk.
- In accordance with AFASA and Applicable Laws, GXI shall have the absolute right to immediately and unilaterally: (i) place a temporary hold on any Disputed Funds; (ii) restrict or suspend the Partner Wallet and any associated user accounts; and (iii) share transaction metadata and Know-Your-Merchant (KYM) documentation with other BSIs, law enforcement agencies, and Governmental Authorities if GXI identifies patterns indicative of Prohibited Acts or upon receipt of an official alert from another BSI or law enforcement agency. The Partner expressly acknowledges and agrees that all actions taken by GXI pursuant to this Section are executed under a strict statutory mandate and regulatory obligation under AFASA. Accordingly, such actions constitute a lawful exercise of regulatory compliance and are deemed to be performed in good faith. To the maximum extent permitted under applicable law, the Partner hereby completely, irrevocably, and unconditionally releases GXI, the GXI Group, and their respective Representatives from any and all Claims for damages, lost profits, operational disruptions, or reputational harm arising from GXI’s good faith exercise of these AFASA-mandated powers, even if such transactions are subsequently determined to be legitimate. GXI reserves the right to maintain such holds or restrictions indefinitely if the funds or transactions become the subject of an ongoing criminal investigation, a freeze order from the Anti-Money Laundering Council (AMLC), or a valid court order.
- Partner Cooperation. The Partner shall cooperate with GXI in implementing all risk control or mitigation measures required under any Agreement Documents or pursuant to directives of a Governmental Authority, including the submission of supporting documentation, granting access to its premises, conducting internal investigations, and implementing adjustments to its own platforms and Systems. Failure to comply with risk mitigation directives within the period specified by GXI may constitute a Material Breach.
ANTI-FRAUD, ILLEGAL ACTIVITIES AND SECURITY- Partner Security Measures. Partner shall, at its own cost, develop, implement, and maintain the necessary security measures for the security and protection of its System, GXI’s System, the Platform, and the Services (“Security Measures”). The Partner Security Measures shall be in accordance with the Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions, and conform with industry and globally accepted security standards for system security and protection, as may be applicable to the Partner's operations and the Services provided under the applicable Agreement Documents.
- Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions (“TPSR and AFIA T&C”).
- The TPSR and AFIA T&C available at https://gcash.com/third-party-security/dashboard (“TPSR and AFIA Website”) (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time, are hereby incorporated by reference into, and form an integral part of, all Agreement Documents.
- The TPSR and AFIA T&C shall govern all security and anti-fraud requirements under the applicable Agreement Documents where the Partner, its Representatives, or permitted subcontractors: (i) access, store, process, or transmit data (including Personal Data); (ii) integrate with or access the Platform, GXI System, or any GXI Group systems or resources; and/or (iii) represent any member of the GXI Group or use their respective Marks.
- Subject to the exceptions in the next succeeding clause, and unless otherwise agreed in writing, any unilateral amendment to the TPSR and AFIA T&C shall become effective sixty (60) calendar days after written notice provided in accordance with the applicable Agreement Documents, and the Partner must achieve full compliance therewith on or before such effective date. Continued use of the Services or Platform beyond the effective date of amendment shall constitute express acceptance of the updated TPSR and AFIA T&C, which shall automatically supersede all prior versions.
- Notwithstanding the foregoing, for amendments necessitated by: (i) critical system or fraud vulnerabilities; (ii) urgent anti-fraud measures; (iii) compliance with Applicable Laws (including AFASA); or (iv) mandates from a Governmental Authority (including the BSP and AMLC); the Partner (and its Representatives and subcontractors) shall achieve compliance immediately upon notice, or within such period specified by GXI to ensure the continued security and integrity of the GXI System and full compliance with Applicable Laws. Failure to comply within such period shall grant GXI the right to immediately suspend the Services without liability.
- VAPT Testing. GXI reserves the right to conduct periodic Vulnerability Assessment and Penetration Testing (“VAPT”) on the Partner’s Systems upon prior written notice. The Partner shall provide the necessary access to its Systems for the VAPT and cooperate with GXI and/or GXI’s designated third-party service provider during such activities. The Partner shall then promptly implement and strictly adhere to all recommendations arising from the VAPT, as communicated by the tester and GXI. Failure to remediate vulnerabilities within GXI's specified timeframe shall grant GXI the right to immediately suspend Services without liability.
- Security Obligations for Access to and Use of Services. In accessing the Platform, GXI’s System, and using the Services, Partner shall:
- Ensure the accuracy and completeness of all data that the Partner inputs or otherwise transmits to the Platform and/or GXI’s System. The Partner acknowledges and agrees that GXI shall not be responsible for any errors or issues arising from inaccurate or incomplete data provided by the Partner;
- Be responsible for the protection of all data in its possession or under its control that is input or transmitted by the Partner to the Platform and/or GXI’s System, or downloaded, accessed, or otherwise obtained by the Partner from the Platform and/or GXI’s System;
- Be responsible for protecting and securing its Systems that directly interface with the Platform and/or GXI’s System (e.g., API connection, web portal) against cyberattacks and security compromises. This responsibility includes, but is not limited to, promptly patching Partner’s Systems, implementing secure configurations for Systems and applications, and maintaining protection against malware and network-based attacks, adhering to industry best practices;
- Unless otherwise exempted by GXI, and without prejudice to GXI’s right to conduct periodic VAPT on Partner’s Systems, establish, implement, and maintain its own periodic VAPT program for all Partner endpoints and Systems that interact with the Platform and/or GXI’s System, the Services, and any data related thereto, in line with globally recognized security standards. Partner shall, at its own cost, engage an independent third-party to conduct VAPT testing on its Systems at least annually, and/or after a significant change, or more frequently may as otherwise be agreed. The Partner shall provide GXI with the complete VAPT results and a formal attestation from the independent third-party tester, summarizing the scope, methodology, identified vulnerabilities, and remediation status. This information must be shared immediately upon completion of the VAPT and as otherwise requested by GXI. Furthermore, the Partner shall promptly remediate all identified vulnerabilities and regularly update GXI in writing on the progress of remediation efforts;
- Restrict access to the Services to a limited number of specifically authorized Representatives on a need-to-know basis, strictly for the purpose of performing work or tasks related to the Services. The Partner shall maintain a record of all such authorized Representatives;
- Periodically review all user access and associated privileges granted in relation to the applicable Agreement Documents to confirm their continued necessity. The Partner shall promptly notify GXI in writing to request any necessary updates, modifications, or removal of user access. The Partner acknowledges that it is responsible for the timely management of its user access and privileges;
- Implement and maintain security measures to protect all access credentials provided by GXI (including, but not limited to, API keys, passwords, and authentication tokens) from Security Breaches and Data Breaches. These measures shall include secure storage of credentials using industry best practices, strict prohibition of sharing credentials with any unauthorized individuals or entities, and prompt written notification to GXI within twenty-four (24) hours from any suspected or actual compromise of such credentials. The Partner acknowledges and agrees that it shall be fully responsible and accountable for all activities conducted using the access credentials issued to it by GXI;
- Actively monitor and regularly review all activities performed using its access credentials to the Platform and/or GXI’s System for any unusual, unauthorized, or suspicious patterns. The Partner shall immediately notify GXI in writing of any such suspicious activity, providing sufficient detail to enable GXI to assess the potential impact. The Partner shall fully cooperate with GXI in any investigation, including providing access to relevant logs and personnel as reasonably requested; and,
- Ensure that its access to and use of the Services, the Platform, and GXI’s System is at all times in full compliance with all Applicable Laws (including, without limitation, Republic Act No. 10173 or the Data Privacy Act of 2012, and Republic Act No. 9160 or the Anti-Money Laundering Act of 2001, as amended) and the applicable Agreement Documents. The Partner shall not engage in, nor permit its Representatives or users to engage in, any unlawful activities or Unauthorized Use of Services. This includes, but is not limited to, attempting to gain unauthorized access to the Platform and/or GXI’s System or any part thereof, introducing malicious code, exploiting system vulnerabilities, or undertaking any action that could disrupt, damage, impede, or compromise the security, integrity, or availability of the Platform and/or GXI’s System, the Services, or any data therein. The Partner shall be solely responsible for ensuring that all its users are fully aware of and strictly adhere to these prohibitions.
- Failure to comply with any of the requirements under this Section shall be considered a Material Breach of these General T&C.
DATA PRIVACY- Compliance with Data Privacy Laws. In the exercise of rights and performance of obligations under any Agreement Documents, the Parties shall comply with all applicable data privacy laws, rules, and regulations, including but not limited to Republic Act No. 10173 (Data Privacy Act of 2012) and its implementing rules and regulations, as well as issuances of the National Privacy Commission (collectively, "Data Privacy Laws").
- Data Outsourcing Terms and Conditions. Unless otherwise provided in an applicable Service T&C or corresponding SOW, the Data Outsourcing Terms and Conditions (“DOTC”) of GXI, available at https://www.gcash.com/data-privacy-agreement/dotc (the “DOTC Website”) (or such other URL or digital channel as GXI may designate or update), as may be unilaterally amended, modified, or supplemented by GXI from time to time, shall govern the processing of Personal Data by GXI in its capacity as Personal Information Processor (“PIP”) on behalf of the Partner acting as Personal Information Controller (“PIC”). The DOTC is hereby incorporated by reference into, and forms an integral part of, all Agreement Documents.
- Adaptive Data Privacy Framework. In cases where the specific data processing arrangement between the Parties under a set of Agreement Documents does not fall within the scope of the standard PIP-to-PIC relationship covered by the DOTC (including, but not limited to, scenarios involving independent or joint Personal Information Controllers, or where the Partner acts as a PIP on behalf of GXI), the Parties shall execute an appropriate data privacy agreement and accomplish the applicable Schedule pursuant to GXI’s Data Privacy Terms and Conditions.To the extent required by Data Privacy Laws, each applicable Service T&C or SOW shall include a Schedule of Disclosed Personal Data or Data Processing Schedule, specifying the categories, nature, duration and scope of the Personal Data processing.
- In the event of any conflict or inconsistency between the data privacy terms in the applicable Service T&C or SOW (including any appended Schedule), and these General T&C, the data privacy terms in the relevant Service T&C or SOW (or the data privacy agreement, as applicable) shall prevail and govern with respect to all matters in relation to data privacy and the processing of Personal Data for that specific Service.
ANTI-MONEY LAUNDERING, COUNTER-TERRORIST FINANCING, AND POLITICALLY EXPOSED PERSONS- Compliance with Anti-Money Laundering and Counter-Terrorist Financing Laws. In the exercise of rights and performance of obligations under any Agreement Documents, the Parties shall comply with all Applicable Laws relating to anti-money laundering (“AML”) and counter-terrorist financing (“CTF”), including but not limited to Republic Act No. 9160 (Anti-Money Laundering Act of 2001), as amended, and its implementing rules and regulations.
- Sanctions Lists.
- Partner represents and warrants that neither it nor any member of the Partner Group, including its owners, Ultimate Beneficial Owners, key controllers, and Representatives are listed on, own fifty percent (50%) or more of, or are acting on behalf of any entity on any sanctions lists or prohibited parties lists issued by any Governmental Authority. These lists include but are not limited to, those issued by the BSP, the AMLC, the Philippine Anti-Terrorism Council, the U.S. Office of Foreign Assets Control, the European Union, and the United Nations. Furthermore, the Partner warrants that it is not located, organized, or resident in a country or territory that is the subject of comprehensive territorial sanctions.
- Unless otherwise agreed, and to ensure ongoing compliance, the Partner shall implement and maintain automated, real-time screening protocols to verify all its Party Group, owners, Ultimate Beneficial Owners, key controllers, and authorized Representatives against the aforementioned sanctions lists prior to onboarding and on a recurring basis thereafter. In the event that any such person or entity becomes listed, or is subject to a regulatory investigation related to sanctions, during the Term, the Partner shall immediately, and in no event later than twenty-four (24) hours, notify GXI in writing.
- Any breach of this Section shall constitute a non-curable Material Breach.
- AML & CTF Obligations. Partner shall:
- Establish and maintain systems and procedures, including but not limited to, customer due diligence, know-your-customer, sanctions screening, and transaction monitoring, sufficient to detect and prevent money laundering and terrorist financing activities related to the use of the Services. These systems and procedures shall be risk-based and commensurate with the nature and volume of the transactions and shall be subject to GXI’s review upon request;
- Report to GXI, within Twenty-Four (24) hours from discovery, any transaction or activity that Partner knows, suspects, or has reason to suspect is suspicious under Applicable Laws and GXI’s policies. Such report shall be made in writing and shall contain all relevant information known to Partner concerning the suspicious transaction or activity;
- Cooperate fully with GXI and any Governmental Authority, including the Anti-Money Laundering Council, in any investigation relating to any suspicious transaction reported by Partner or otherwise related to Partner's use of the Services. Cooperation may include, but is not limited to, providing copies of customer’s KYC Documentation, transaction history, transaction metadata etc. as deemed relevant by GXI;
- Maintain all records relating to Service transactions in accordance with Applicable Laws and the applicable Agreement Documents, including but not limited to, customer identification records, transaction data, and reports filed with GXI or any Governmental Authority;
- Provide regular training to its Representatives on AML and CTF compliance, including the detection and reporting of suspicious transactions, as applicable;
- Promptly notify GXI within three (3) Business Days of any changes in its ownership, control, or key management Representatives; and,
- Ensure that it does not, directly or indirectly, use any funds or assets involved in the transactions contemplated by any Agreement Documents for any unlawful purpose, including but not limited to money laundering and terrorist financing.
- Source of Funds. GXI shall have the right to conduct initial and ongoing due diligence on Partner, including but not limited to verifying its identity, corporate structure, and source of funds, in compliance with Applicable Laws. Partner shall cooperate fully with GXI in any such due diligence efforts and shall provide all necessary information and documentation within the timeframe specified by GXI.
- Suspicious Transactions. GXI shall monitor transactions under any Agreement Documents for any suspicious activity that may indicate a violation of Applicable Laws. GXI shall report any such suspicious transactions to the relevant Governmental Authorities as required by Applicable Laws. Partner acknowledges that GXI may, without liability, suspend any transaction or account suspected of being involved in a Prohibited Act or Unauthorized Use of Services.
- Politically Exposed Persons (PEP). Partner represents and warrants that, as of the Effective Date, it has disclosed to GXI all Politically Exposed Persons (PEPs), as defined under Applicable Laws, within its ownership structure, key controllers, and authorized Representatives/signatories. Partner further commits to immediately notify GXI of any changes to this information and to provide all additional information and documentation that GXI may require to satisfy its enhanced due diligence obligations related to PEPs under Applicable Laws and GXI's internal policies.
ANTI-BRIBERY, ANTI-CORRUPTION, AND ANTI-KICKBACK- Compliance with Anti-Bribery and Corruption Laws. In the exercise of rights and performance of obligations under any Agreement Documents, the Parties shall comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to: (i) Republic Act No. 3019 (Anti-Graft and Corrupt Practices Act); (ii) Republic Act No. 1379 (An Act Declaring Forfeiture in Favor of the State Any Property Found to Have Been Unlawfully Acquired by Any Public Officer or Employee and Providing for the Procedure Therefor); and (iii) Presidential Decree No. 46 (Declaring as Punishable Under Presidential Decree No. 749 Certain Acts Which Constitute Violation of the Anti-Graft and Corrupt Practices Act, and For Other Purposes).
- Anti-Bribery and Anti-Corruption. Each party represents, warrants, and covenants that it has not and shall not, directly or indirectly, offer, promise, give, authorize, solicit, or accept any bribe, Kickback, or other improper payment, gift, advantage, or thing of value, regardless of its form or nature, to or from any Public Official, Representative of the other Party, or any other individual or entity. This prohibition applies without limitation to acts for the purpose of: (i) obtaining or retaining any registrations, licenses, permits, certificates, approvals, or other authorizations; (ii) preventing or improperly influencing any investigation, audit, or inquiry including those conducted by any Representative of the other Party, Governmental Authority, or third party; (iii) influencing any act or decision, or inducing the performance or omission of any act, by a Representative of the other Party, Public Official or other individual in their official capacity; (iv) obtaining or retaining business, directing business, or securing any other improper advantage in connection with any Agreement Documents; or (v) any act that may result in the foregoing, regardless of whether it is successful or not.
- Anti-Bribery and Anti-Corruption Policies. The Parties shall implement and maintain their own internal policies, procedures, and controls designed to prevent, detect, and deter bribery, corruption, and Kickbacks (collectively, "Anti-Corruption Policies") which shall be consistent with all Applicable Laws.
INTELLECTUAL PROPERTY RIGHTS- Limited License Grant. Subject to the terms and conditions of the applicable Agreement Documents, each Party (the "Licensor") grants to the other Party (the "Licensee") a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Licensor's IPR solely to the extent necessary for the Licensee to exercise its rights and perform its obligations under the applicable Agreement Documents. The Licensee shall not modify, create derivative works, reverse engineer, decompile, or otherwise use the IPR for any other purpose without the prior written consent of the Licensor. This license grant is strictly limited to the Territory of the Philippines unless otherwise specified in the relevant Service T&C or corresponding SOW.
- Use of Marks and Logos. Except to the extent expressly authorized in the applicable Agreement Documents, neither Party shall use the other Party's trademarks, service marks, trade names, logos, or other commercial symbols (collectively, "Marks”) without the prior written consent of the owning Party in each instance. Any use of the other Party's Marks, including any use as expressly authorized in the applicable Agreement Documents, shall be in accordance with the owning Party's then-current usage guidelines and shall be subject to the owning Party's right to review and approve the manner of such use. GXI reserves the right to immediately revoke its consent to the use of its Marks if the Partner's use is deemed, in GXI's sole discretion, to be detrimental to the GCash brand or GXI Group's reputation.
- No Transfer of Ownership. Except as expressly provided in the applicable Agreement Documents, neither Party shall acquire any ownership interest in the IPR of the other Party. Partner shall exclusively own all rights, title, and interests in and to Partner’s Background IPR. GXI shall exclusively own all rights, title, and interests in and to GXI’s Background IPR and all Foreground IPR. The Partner hereby irrevocably and unconditionally assigns all rights, titles, and interests in any Foreground IPR under the applicable Agreement Documents to GXI. The Partner agrees to execute all necessary documents to perfect and enforce GXI’s ownership of Foreground IPR upon GXI’s request.
- IPR Representations and Warranties. Each Party represents and warrants to the other that:
- It owns or has the right to license the IPR granted by it under any Agreement Documents; and,
- The performance of its obligations under any Agreement Documents will not infringe, misappropriate, or violate any IPR of any third party.
- License Termination. Upon the termination of the applicable Agreement Documents, any and all IPR licenses granted thereunder shall automatically terminate, unless otherwise agreed by the Parties in writing. Upon termination, the Partner shall immediately cease all use of GXI's Marks and IPR, and delete or return all materials embodying GXI's IPR.
- Survival. This Section shall survive termination of the applicable Agreement Documents.
CONFIDENTIALITY- Ownership of Confidential Information. The Disclosing Party shall remain the owner of its Confidential Information. The Receiving Party acknowledges that it acquires no ownership right, title, or interest in the Disclosing Party's Confidential Information.
- Confidentiality Obligations. The Receiving Party shall:
- Hold the Disclosing Party's Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted in the applicable Agreement Documents;
- Use the Disclosing Party's Confidential Information solely for the purpose of exercising its rights and performing its obligations under the applicable Agreement Documents;
- Protect the Disclosing Party's Confidential Information from unauthorized access, use, or disclosure by using at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care;
- Restrict access to the Disclosing Party's Confidential Information to its Representatives who have a need to know such information for the purpose of performing any duties related to the applicable Agreement Documents, or to represent the Receiving Party’s legitimate business interests; provided, that such Representatives have been informed of the confidential nature of the information and are bound by written confidentiality agreements with obligations no less restrictive than those contained in the applicable Agreement Documents;
- Immediately notify the Disclosing Party within twenty-four (24) hours of any actual or suspected unauthorized access, use, or disclosure of the Disclosing Party's Confidential Information;
- Not copy or reproduce any Confidential Information without the Disclosing Party’s prior written consent, except as necessary to exercise its rights or perform its obligations under the applicable Agreement Documents. The Receiving Party shall maintain complete and accurate records of all copies and reproductions of Confidential Information. All copies of Confidential Information shall remain subject to the terms of the applicable Agreement Documents for as long as retained;
- Not reverse engineer, disassemble, or decompile any software or other tangible materials embodying the Disclosing Party's Confidential Information;
- Not use or disclose the Disclosing Party's Confidential Information, directly or indirectly, to the detriment of the Disclosing Party or its Party Group, or to create a potential commercial, financial, or other competitive advantage against the Disclosing Party or its Party Group, whether for itself or any third party; and,
- Not use, upload, feed, or inject any GXI or GXI Group Confidential Information, transaction data, system documentation, API schemas, or proprietary software code into any artificial intelligence models, machine learning systems, large language models (LLMs), neural networks, or automated data-modeling tools (including both public and private systems), whether for training, testing, tuning, fine-tuning, retrieval-augmented generation (RAG), or prompt optimization, unless explicitly authorized in writing by GXI. Any output generated by an artificial intelligence system that was derived from or exposed to GXI or GXI Group’s Confidential Information shall be deemed the exclusive intellectual property of GXI or the GXI Group.
- Exclusions. The obligations of confidentiality under this Section shall not apply to information that:
- Is or becomes publicly known through no fault of the Receiving Party;
- Was already known by the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by its written records;
- Is lawfully disclosed to the Receiving Party from a third party without breach of any confidentiality obligation;
- Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or,
- Is disclosed with the prior written consent of the Disclosing Party.
- Compliance by Representatives. The Receiving Party shall ensure that its Representatives strictly comply with the confidentiality obligations of the applicable Agreement Documents and shall be liable for any breach of such obligations by its Representatives.
- Mandated Disclosures. The Receiving Party may disclose Confidential Information to the extent required by Applicable Laws or order of a Governmental Authority, including for audit purposes, provided that the Receiving Party:
- Provides the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, to enable the Disclosing Party to seek a protective order or other appropriate remedy;
- Discloses only the minimum amount of Confidential Information necessary to comply with the legal requirement; and,
- Cooperates with the Disclosing Party in its efforts to obtain a protective order or other appropriate remedy.
- Return or Destruction. Upon the Disclosing Party's written request, or upon the termination or expiration of the applicable Agreement Documents, the Receiving Party shall promptly return or destroy all of the Disclosing Party's Confidential Information in its possession or control, and shall certify such return or destruction in writing to the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may retain archival copies of Confidential Information solely for legal or regulatory compliance purposes, subject to the confidentiality obligations under the applicable Agreement Documents for as long as retained.
- Injunctive Relief and Protection Orders. The Parties acknowledge that a breach of confidentiality obligations may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Therefore, in addition to any other rights and remedies available at law or in equity, the Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, or other equitable remedies, including, without limitation, temporary restraining orders and preliminary or permanent injunctions to prevent any actual or threatened unauthorized use or disclosure of its Confidential Information. The Receiving Party hereby waives any claim or defense that the Disclosing Party has an adequate remedy at law.
- Survival. All confidentiality obligations under the applicable Agreement Documents shall remain in effect for the duration of the applicable Agreement Documents and shall continue for five (5) years following its termination. Notwithstanding the foregoing, confidentiality obligations with respect to Confidential Information that constitutes a trade secret under Applicable Laws shall continue for so long as such information remains a trade secret.
RECORD RETENTION- Record Retention. The Partner shall generate, maintain, and preserve all hard copy and electronic Records pertaining to the Services provided under the applicable Agreement Documents (collectively, "Records"). These Records include, but are not limited to, all Know-Your-Customer (KYC) documentation and information, transaction information (including metadata, timestamps, and system logs), accounting records, and communication logs. The Partner shall preserve all such Records for a period of ten (10) years from the date of the completion of the transaction, the last date of interaction with a customer, or the date of creation of the respective Record, whichever is later. If any customer or transaction becomes the subject of a regulatory or internal investigation, the Partner shall continue to retain the relevant Records notwithstanding the expiration of the ten (10) year period, until it receives written confirmation from GXI and/or the relevant Governmental Authority that the investigation has been concluded and the Records may be safely disposed of. The Partner shall ensure that all electronic Records are stored in a format that preserves their integrity, readability, and auditability throughout the retention period. In the event of any System migration, upgrade, or decommissioning, the Partner remains solely responsible for ensuring that all Records remain accessible and fully retrievable without any loss of data integrity or degradation.
- Access to Records. Upon GXI’s request and identification of pertinent Records, the Partner shall provide GXI access to such Records in any form in which they are maintained and, if required, turn them over to GXI’s possession within three (3) Business Days; provided, however, that if GXI requests access to Records in connection with an active fraud investigation, anti-money laundering (AML) query, cybersecurity incident, or urgent regulatory mandate, the Partner shall strictly provide such access or turnover within twenty-four (24) hours of GXI's demand. GXI may share these Records with the AMLC, BSP, and/or other Governmental Authorities as permitted or required by Applicable Laws. If a Governmental Authority requests access to Records in the Partner’s custody, the Partner shall strictly comply with the request and promptly grant access to their authorized representatives. In such case, the Partner shall, to the extent legally permissible, promptly notify GXI of any such direct request from a Governmental Authority.
- Security of Records. The Partner shall implement and maintain comprehensive administrative, technical, organizational, digital, and physical safeguards to ensure the security, confidentiality, integrity, and availability of all Records. At a minimum, the Partner shall ensure such safeguards comply with prevailing industry standards, Applicable Laws, and requirements of Governmental Authorities, including those issued by the BSP and NPC. These measures shall be designed to effectively protect Records against accidental or unlawful destruction, alteration, unauthorized disclosure, access, loss, or processing and must include resilient backup data architectures to protect against systemic data-wiping or ransomware incidents. The Partner shall remain responsible for the security of Records regardless of whether they are stored on the Partner's premises or by a third-party service provider.
- Return or Final Disposal of Records. Upon the expiration of the applicable retention period set forth in this Section, the Partner shall, at GXI’s instruction, return or dispose of all Records in accordance with the sanitization and certification standards provided under the applicable Agreement Documents governing the effects of termination.
AUDIT RIGHTS- GXI’s Audit Rights. During the term of the applicable Agreement Documents and for the survival periods set forth in this Section following their termination, GXI and its authorized representatives shall have the right to audit, inspect, and examine Partner's Records, Systems, and facilities, as well as those of its subcontractors and agents (if any), to verify Partner's compliance with the terms and conditions of the applicable Agreement Documents.
- Scope of Audit. GXI’s audit and inspection rights include, but are not limited to:
- Reviewing business registrations, licenses, permits, certificates, and authorities related to Partner’s business;
- Reviewing records relating to Partner’s compliance with Applicable Laws (including AMLA, AFASA, and Data Privacy laws), to the extent permitted under such Applicable Laws;
- Reviewing records related to Partner’s compliance with confidentiality obligations, including confidentiality agreements executed by Partner’s Representatives and records of copies of Confidential Information;
- Reviewing records related to compliance with Intellectual Property Rights obligations, including any use of GXI IPR;
- Reviewing financial and transaction records related to the applicable Agreement Documents and the Services;
- Inspecting operational records, including service logs, performance reports, business continuity and disaster recovery plans, and System documentation;
- Examining data processing systems, cybersecurity protocols, and security measures;
- Interviewing Partner's personnel involved in the receipt and use of the Services;
- Conducting physical inspections of Partner's facilities, if necessary and relevant to the Services;
- Accessing any information required to defend against a Claim, pursue a legal remedy, comply with a judicial order, subpoena, or discovery request, or comply with an order of a Governmental Authority;
- Reviewing correspondence, electronic communications, and metadata between the Partner and end-users related to the Services;
- Reviewing consumer complaint records, dispute logs, and customer recourse documentation related to the Services to ensure compliance with financial consumer protection regulations; and,
- Other matters related or synonymous to the foregoing, including reviewing any other systems, materials, or operational matters that GXI reasonably determines are relevant to verifying the Partner’s compliance with the applicable Agreement Documents, GXI Policies, or mandates issued by relevant Governmental Authorities.
- Governmental Authority Access. The Partner acknowledges that GXI is a BSP-regulated entity subject to BSP Circular No. 1108 and other Applicable Laws; accordingly, the Partner hereby grants applicable Governmental Authorities, including the BSP, AMLC, NPC, or any agent appointed by such Governmental Authorities the same rights of audit, access, and inspection as granted to GXI under this Section for the full duration of the applicable regulatory audit period.
- Audit Survival Periods. The audit rights provided herein shall survive the termination of the applicable Agreement Documents as follows:
- General Audit: For a period of one (1) year following termination for matters relating to general performance, service levels, and standard contractual compliance;
- Regulatory, Statutory, and Tax Audit: For a period of ten (10) years following termination, or such longer period as may be mandated by Applicable Laws, for matters relating to AML/CTF compliance, data privacy, tax records, and documents required under AMLA, AFASA, the National Internal Revenue Code, and Governmental Authority regulations (including BSP, AMLC, and NPC); and,
- Litigation and Claims: For a period of ten (10) years following termination, or for the duration of any active or threatened legal proceeding, whichever is longer, for all Records necessary to defend, prosecute, or respond to any civil, administrative, or criminal claim arising out of or related to the Services or the applicable Agreement Documents.
- Cooperation in Regulatory Examinations. Partner shall fully and promptly cooperate with GXI in connection with any regulatory examination, inspection, inquiry, or audit of GXI conducted by any Governmental Authority, including but not limited to the BSP, AMLC, or NPC, to the extent such examination relates to the Services or the Partner's compliance with the applicable Agreement Documents. Such cooperation shall include, without limitation, providing GXI or the Governmental Authority with timely access to relevant personnel, records, and documentation upon GXI’s request.
- Audit Procedures.
- GXI shall provide Partner with at least five (5) Business Days' prior written notice of its intent to conduct a routine audit or a shorter period of time for regulatory mandate. The Partner agrees that GXI shall have the right to conduct immediate audits and inspections in the event of: (i) a suspected Security Breach or Data Breach; (ii) suspected Fraud or Prohibited Acts; (iii) a formal requirement or investigation by a Governmental Authority; (iv) system instability, persistent service degradation, or technical disruptions affecting the GXI System or Platform; or (v) other events posing an immediate threat to the integrity of GXI’s System, the Services, or GXI's regulatory obligations.
- GXI shall conduct its audits during Partner's normal business hours, unless the nature of the audit (including suspected Fraud, system instability, or a Data Breach) requires access outside of such hours or as otherwise agreed by the Parties.
- GXI shall use reasonable efforts to minimize disruption to Partner's operations during the audit.
- Partner shall cooperate fully with GXI and its auditors, and shall provide them with timely access to all requested records, Systems, and personnel. Partner shall be responsible for ensuring that its subcontractors and agents cooperate fully with GXI and its auditors and provide them with timely access to all requested records, Systems, and personnel relevant to their obligations under the applicable Agreement Documents.
- Partner shall provide GXI with workspace, equipment, and other reasonable assistance necessary to conduct the audit.
- Partner shall have the right to have its authorized Representatives present during any audit conducted by GXI, provided that such Representatives do not hinder or delay the audit process.
- GXI shall be responsible for all costs and expenses associated with its audits, unless the audit reveals a Material Breach of the applicable Agreement Documents by Partner, or a discrepancy of more than five percent (5%) in any financial reports or payments due to GXI. In such case, Partner shall reimburse GXI for its audit costs including professional fees within thirty (30) calendar days of GXI's demand.
- Audit Findings and Remediation. Following the completion of any audit, including those conducted post-termination, GXI shall provide Partner with a written report of its findings. If the audit reveals any material discrepancies or non-compliance, Partner shall, within ten (10) Business Days of receiving the audit report, provide GXI with a written plan to address the discrepancies or non-compliance, including a timeline for implementation. GXI shall have the right to review and approve the Partner's remediation plan, such approval not to be unreasonably withheld. Partner shall implement the approved plan within the agreed timeline. This obligation for remediation and GXI's right to review and approve the plan shall survive the termination of the applicable Agreement Documents. This is also without prejudice to GXI’s rights to terminate or suspend the applicable Agreement Documents for Material Breach, as provided under the applicable Agreement Documents.
- Confidentiality. GXI shall, and shall ensure that its auditors, maintain the confidentiality of all information accessed during the audit, as well as any findings, subject to any legal or regulatory requirements to disclose such information.
- No Limitation of Other Rights. The rights under this Section are in addition to, and shall not limit, any other rights or remedies available to GXI under the applicable Agreement Documents or Applicable Law.
TERMINATION AND SUSPENSION- Termination for Convenience. Either Party may terminate any or all Agreement Documents for convenience (without cause and for any reason) by giving written notice of termination to the other Party at least sixty (60) calendar days prior to the effective date of termination, unless the Parties agree otherwise in writing. Neither Party shall have any cause of action against the other Party for such termination for convenience, except to demand that the other Party settle any unpaid obligations prior to the effective date of termination.
- Termination for Material Breach. Either Party may terminate the affected Agreement Documents or all Agreement Documents if the other Party is in Material Breach of any of its obligations, representations, or warranties under any Agreement Documents. The terminating Party shall provide written notice of the Material Breach to the breaching Party, specifying the nature of the breach and the actions required to cure it. To the extent not prohibited by Applicable Laws, the terminating Party shall provide such details as are reasonably necessary to identify the breach, provided that it shall not be required to disclose sensitive matters relating to fraud detection or proprietary security protocols. The breaching Party shall have thirty (30) calendar days from the date of receipt of such notice to cure the breach (the "Cure Period"), unless the terminating Party, in its sole discretion, agrees to a longer period. If the breaching Party fails to cure the Material Breach within the Cure Period, the terminating Party may, at its sole option, immediately terminate the affected Agreement Documents or all Agreement Documents upon written notice to the breaching Party.
- Termination for Cause. Either Party (or GXI exclusively, where specified) may terminate any or all Agreement Documents with immediate effect upon written notice to the other Party due to the occurrence of any of the following events:
- The other Party ceases, or is ordered to cease, carrying on its business operations;
- The other Party becomes insolvent, bankrupt, or is otherwise unable to pay its debts as they fall due, whether such condition is voluntary or involuntary;
- The other Party institutes or is subject to any proceeding, whether voluntary or involuntary, for bankruptcy, rehabilitation, or liquidation;
- The other Party has a receiver, trustee, or liquidator appointed for it or its assets;
- The other Party enters into any composition, voluntary assignment, or other arrangement with its creditors for restructuring or settlement of its debts;
- A creditor, or other person with a security interest, takes possession of, or enforces any security interest over, all or a substantial portion of the other Party's property or assets;
- The other Party fails to comply with Applicable Laws;
- The other Party fails to obtain and/or maintain any business registration, license, permit, certificate, or authority necessary for it to legally conduct its business or perform its obligations under any Agreement Documents;
- A Party, without authorization or exceeding the scope of authorization, attempts to or actually accesses, compromises, or otherwise exploits the security, integrity, or confidentiality of the other Party's System or any of the other Party’s confidential or protected data, including customer records;
- The other Party fails to implement and maintain required Security Measures or comply with data privacy obligations which results in a Security Breach, Data Breach, or unauthorized access to the Indemnified Party’s Systems or Confidential Information;
- The other Party, its Party Group, or their Representatives breach the confidentiality obligations under any Agreement Documents;
- The other Party commits any act of Fraud, Prohibited Acts, Unauthorized Use of Services, misrepresentation, or willful misconduct;
- The other Party, or any of its Party Group including its Ultimate Beneficial Owners, and/or key controllers is found to have been convicted, charged with, or becomes the subject of a formal investigation by a Governmental Authority for any predicate crime as defined under Republic Act No. 9160 (Anti-Money Laundering Act) or similar anti-money laundering legislation in any relevant jurisdiction;
- The applicable Agreement Documents are suspended for a period of at least thirty (30) consecutive days without resolution;
- The other Party is in Material Breach of any of its obligations, representations, or warranties under any Agreement Documents, and such breach is not curable;
- GXI Exclusive Grounds:
- The Partner, its Party Group, Ultimate Beneficial Owners, key controllers, or Representatives is listed on any sanctions lists or prohibited parties lists issued by any Governmental Authority, including but not limited to the BSP, the AMLC, the Philippine Anti-Terrorism Council, the U.S. Office of Foreign Assets Control, the European Union, and the United Nations;
- The Partner misrepresents or conceals information to GXI in the conduct of its Partner onboarding and/or due diligence;
- The Partner engages in any act or omission, or becomes subject to any event or circumstance, that GXI determines, in its sole and absolute discretion, causes or poses risk of material damage to the reputation, goodwill, commercial image, public trust, or integrity of GXI, the GXI Group, the Platform, or the GCash brand.
- Partner is or becomes ineligible to continue receiving the Services in accordance with GXI’s policies, including but not limited to its risk management, financial crime, anti-money laundering, counter-terrorism financing, gaming, information security, and data privacy policies, as such policies may be amended from time to time;
- Partner’s business operations are outside of the service coverage area;
- A default or breach by the Partner under any other set of Agreement Documents with GXI or any member of the GXI Group;
- The Partner undergoes a Change of Control and GXI determines, in its sole discretion, that such Change of Control involves a competitor of GXI or the GXI Group, an entity listed on any sanctions list, or any party that poses an increased risk to GXI’s regulatory compliance, security standards, commercial interests, or goodwill and brand reputation; or,
- A change in Applicable Laws or a directive from a Governmental Authority (including the BSP) makes it illegal, impossible, or commercially impracticable for GXI to continue providing the Services.
- Termination for Prolonged Force Majeure. If a Force Majeure event continues for a period of sixty (60) consecutive days, either Party may terminate the affected Agreement Documents or all Agreement Documents immediately upon written notice to the other Party.
- Termination Due to Dormancy. GXI may terminate the affected Agreement Documents or all Agreement Documents with immediate effect upon written notice to the Partner if the Partner fails to utilize the Service(s) covered by the affected Agreement Documents for a continuous period of twelve (12) months, resulting in a state of Dormancy. Upon such termination, GXI may immediately and without further notice decommission or revoke any technical integrations, access credentials, or API keys associated with the Partner to maintain System integrity and security.
- Termination Due to GXI’s Unilateral Amendment. If GXI implements an amendment pursuant to the Unilateral Amendment terms of these General T&C, the Partner may terminate the affected Agreement Documents by providing written notice to GXI prior to the effective date of such amendment. The termination shall become effective on the effective date of the amendment, or such other date as mutually agreed by the Parties. Notwithstanding the foregoing, the Partner shall have no right to terminate under this Section if the amendment is effective immediately or on a shorter notice period to comply with Applicable Laws, a directive from a Governmental Authority, or to address a critical security vulnerability.
- Suspension.
- Notwithstanding any other Section herein, GXI may, at its sole discretion and without liability, suspend any or all Agreement Documents, in whole or in part, immediately upon written notice to the Partner if any of the following occur:
- An event or condition exists that constitutes a ground for termination by GXI of any Agreement Documents (excluding Termination for Convenience);
- The Partner fails to pay fees, charges, penalties, or other liabilities when they are due; or,
- GXI identifies a pattern of activity that, in its sole determination, poses an imminent risk to the security or integrity of the GXI System, or GXI’s compliance with Applicable Laws.
- The suspension shall remain in effect until GXI is satisfied that the reason for suspension has been resolved, or until the affected Agreement Documents are terminated in accordance with this Section. For the avoidance of doubt, GXI reserves the right to suspend any or all Agreement Documents during the Cure Period for a Material Breach. GXI may elect, in its sole discretion, to convert any suspension lasting longer than thirty (30) consecutive days into a Termination for Cause. Once GXI is satisfied the issue is resolved, GXI may, in its sole discretion, resume providing Services under the affected Agreement Documents as soon as reasonably possible.
- Notwithstanding any other Section herein, GXI may, at its sole discretion and without liability, suspend any or all Agreement Documents, in whole or in part, immediately upon written notice to the Partner if any of the following occur:
- Effects of Termination or Suspension.
- General Effects. Immediately upon termination or suspension of any Agreement Documents:
- Scope of Termination or Suspension: The termination or suspension of a specific set of Agreement Documents shall apply strictly to the Service covered under such set of Agreement Documents (the "Affected Services"), and shall not affect any other unrelated and active Agreement Documents, which shall continue in full force and effect.
- Cessation of Activity and Representation: The Affected Services shall immediately cease or be suspended. The Partner shall immediately: (i) stop processing new transactions, onboarding new customers, or performing any other activities related to the Affected Services; and (ii) cease representing to any third party or the public that the Affected Services are active.
- System and Technical Controls: GXI may immediately disable the Partner’s access to GXI’s Systems as it pertains to the Affected Services - disabling specific API endpoints or revoking relevant access credentials. The Partner shall immediately cease all access to GXI’s Systems related to the Affected Services; however, GXI’s rights to access the Partner’s Systems, Records, and facilities shall survive as provided under the applicable Agreement Documents governing audit rights and record retention.
- Intellectual Property and Confidentiality: Each Party shall immediately cease all use of the other Party’s Marks, Intellectual Property Rights, and Confidential Information associated with the Affected Services. The Partner shall take all reasonable steps to mitigate any losses resulting from the termination or suspension.
- Operational Cooperation and Communication: The Partner shall comply with all instructions GXI may issue regarding customer support, data handling, or operational adjustments for the Affected Services. The Partner shall inform affected customers of the status of Services only in a manner and using communication expressly approved or prescribed in writing by GXI. Neither Party shall make any negative or adverse public statements regarding the other Party or the Services.
- Accrued Obligations: All outstanding payment obligations of the Partner related to the Affected Services up to the effective date of termination or suspension shall become immediately due and payable without need of further demand.
- Financial Protections: GXI may immediately freeze the Partner Wallet or withhold settlements specifically related to the Affected Services. If GXI determines, in its sole discretion, that the event giving rise to suspension or termination constitutes a Material Breach of the applicable Agreement Documents, a violation of Applicable Laws, a security vulnerability, or an increased risk of Fraud, Prohibited Acts, or Unauthorized Use of Services, GXI may freeze any or all Partner Wallets in their entirety and withhold all pending settlements to the extent necessary to comply with Applicable Laws or to protect GXI, the GXI Group, end-users, the Platform, and the GCash brand ecosystem from financial exposure, chargebacks, or liability. GXI shall have the right to retain such withheld settlements and frozen wallet balances for a minimum period of One Hundred Eigthy (180) calendar days from the effective date of termination, or until the final, non-appealable resolution of any regulatory, civil, or criminal proceedings, whichever period is longer, in order to fully offset any realized losses, chargebacks, legal expenses, or regulatory fines.
- Records and Audit: The Partner shall maintain the security and integrity of all Records and continue to comply with all record retention and GXI audit rights as provided under the applicable Agreement Documents.
- Supplemental Effects of Termination. In addition to the General Effects set forth in this Section, the following shall apply specifically to the termination or expiration of any Agreement Documents:
- Final Settlement and Retention Period: GXI shall return any remaining funds in the Partner Wallet to the Partner’s designated bank account within a reasonable period after the expiration of the applicable refund or dispute periods defined in the applicable Agreement Documents. GXI shall deduct any amounts that may be owed by the Partner under the applicable Agreement Documents, including those related to outstanding fees, potential penalties, refunds, chargebacks, disputes, incidents, payables arising from pending cases, or Claims prior to the final remittance.
- Wind-Down: The Parties shall cooperate in good faith to wind down the Affected Services in a manner that minimizes disruption to end-users. The Partner shall remain solely responsible for providing customer support and resolving disputes for transactions processed prior to the effective date of termination.
- Return or Destruction of Property: Within thirty (30) calendar days of the effective date of termination, each Party shall, at its own expense: (i) return to the other Party all Confidential Information, data, equipment, and materials; or (ii) upon written instruction by the other Party, destroy the same using industry-standard data sanitization methods that ensure the Confidential Information and data cannot be reconstructed. In case of destruction, the Partner shall provide GXI with a formal Certificate of Sanitization or Destruction signed by an authorized signatory; provided, however, that a Party may retain such Confidential Information or data to the extent required to comply with Applicable Laws or Record Retention requirements under applicable Agreement Documents, subject to the continued application of the confidentiality and security obligations under the applicable Agreement Documents for as long as such information is retained.
- De-branding: The Partner shall immediately remove all GXI Marks, "Powered by GCash" and “GCash Accepted Here” branding, and any other references to GXI from its physical premises, websites, mobile applications, social media channels, and marketing materials.
- Supplemental Effects of Suspension. In addition to the General Effects set forth in this Section, the following shall apply specifically during any period of suspension:
- Remediation and Cooperation: The Partner shall, at its own expense, fully cooperate with GXI to investigate and address the reasons for the suspension. This includes providing GXI with requested information, data, logs, or immediate access to facilities and Representatives.
- Reinstatement: GXI may, in its sole discretion, lift the suspension upon being satisfied that the grounds for suspension have been fully remediated. Upon reinstatement, GXI will resume providing the Affected Services as soon as reasonably practicable.
- General Effects. Immediately upon termination or suspension of any Agreement Documents:
- Survival.
- The termination or suspension of any Agreement Documents shall not affect the rights and obligations of the Parties which have accrued prior to the effective date of such termination or suspension.
- Notwithstanding the termination or suspension of any Agreement Documents, the provisions thereof that by their nature are intended to survive, shall remain in full force and effect and continue to bind the Parties, including, without limitation, all provisions relating to:
- Confidentiality;
- Intellectual Property Rights;
- Representations and Warranties;
- Compliance with Applicable Laws;
- Taxes;
- Record Retention;
- Audit Rights, including all post-termination audit and remediation obligations;
- Indemnification and liability allocations;
- Voluntary Settlement of Claims and Payment Procedure;
- Limitation of Liability;
- Payment Obligations and outstanding payables;
- Effects of Termination and Suspension;
- Goodwill and Brand Reputation;
- Governing Law;
- Dispute Resolution; and,
- Notices.
- LIMITATION OF LIABILITY
- Direct Damages Only. Each Party's liability to the other Party for any and all Claims arising out of or in connection with the applicable Agreement Documents shall be limited to actual, direct, and proven damages only, whether in contract, tort (including negligence), or otherwise. Except as otherwise expressly provided in the applicable Agreement Documents, and subject to the exceptions set forth in this Section, neither Party shall be liable to the other for any indirect, incidental, special, or consequential damages, including lost income or profits.
- Exceptions to Limitation of Liability. Notwithstanding anything to the contrary in the applicable Agreement Documents, there shall be no limitation of liability or exclusion of damages with respect to Claims arising from the Partner and/or Partner Group’s:
- Fraud, Prohibited Acts, Unauthorized Use of Services, willful misconduct, or Gross Negligence;
- Acts, errors, or omissions that result in any regulatory fines, charges, penalties, sanctions, or orders being imposed on GXI or the GXI Group by a Governmental Authority;
- Failure to comply with Applicable Laws;
- Breach of data privacy obligations under the applicable Agreement Documents;
- Breach of confidentiality obligations under the applicable Agreement Documents;
- Failure to implement and maintain Security Measures, resulting in a Security Breach, Data Breach, or unauthorized access to GXI’s Systems or Confidential Information;
- Acts, errors, or omissions that result in a compromise of the integrity, security, or availability of the GXI System;
- Infringement or misappropriation of GXI’s or a third party’s Intellectual Property Rights;
- Breach for which Liquidated Damages are recoverable;
- Failure to pay any undisputed and resolved amounts due and payable to GXI under the applicable Agreement Documents, or failure to maintain sufficient funds in the Partner Wallet for Net Settlement;
- Indemnification obligations;
- Acts, errors, or omissions that result in any damage to GXI or GXI Group’s goodwill or brand reputation; or,
- Acts, errors, or omissions resulting in death or personal injury (including bodily injury) to any person, or destruction, loss, or damage to any real or personal property.
- Liability Cap. GXI's total aggregate liability to the Partner for any and all Claims arising out of or in connection with the applicable Agreement Documents shall not exceed the total fees paid by the Partner to GXI under such applicable Agreement Documents during the twelve (12) months immediately preceding the date on which the event giving rise to the Claim occurred.
- Proportionate Liability. To the maximum extent permitted by Applicable Laws, GXI’s liability for any and all Claims shall be limited to the proportion of the proven direct damages that is attributable to GXI’s own acts, errors, or omissions. GXI shall not be jointly and severally liable with any third party, including the Partner’s Representatives or subcontractors, for any Claim.
INDEMNIFICATION- Mutual Indemnity. Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party, its Party Group, and their respective Representatives (collectively, the "Indemnified Party") from and against any and all Claims which the Indemnified Party may incur, become responsible for, or pay out, to the extent arising from:
- Material Breach of any obligation, representation, or warranty made by the Indemnifying Party under the applicable Agreement Documents;
- Willful misconduct or Gross Negligence of the Indemnifying Party or its Representatives;
- Fraud, Prohibited Acts, or Unauthorized Use of Services attributable to the Indemnifying Party or its Representatives;
- Breach of any obligations under the applicable Agreement Documents or Applicable Laws (including by its Party Group or Representatives) that results in any regulatory fines, charges, penalties, sanctions, or orders being imposed on the Indemnified Party or Party Group by a Governmental Authority;
- The Indemnifying Party's violation of Applicable Laws;
- Any Security Breach or Data Breach of the Indemnified Party’s Systems or Confidential Information caused by the Indemnifying Party's failure to implement and maintain required Security Measures or comply with data privacy obligations;
- Breach of confidentiality by the Indemnifying Party or its Representatives;
- Infringement or misappropriation of any Intellectual Property Rights by the Indemnifying Party;
- Partner’s failure to fulfill its underlying commercial obligation to a customer (e.g., non-delivery of goods or services);
- Any Claim asserted by the Indemnifying Party's employees, agents, or Representatives against the Indemnified Party, including any Claim related to employment or labor law compliance, compensation, benefits, termination, personal injury, or workplace safety, to the extent caused by the Indemnifying Party's performance or breach of the applicable Agreement Documents, or by any acts, errors, or omissions of the Indemnifying Party or its Representatives; or,
- Any death or personal injury (including bodily injury) to any person, or destruction, loss, or damage to any real or personal property, to the extent caused by the Indemnifying Party's performance or breach of the applicable Agreement Documents, or by any acts, errors, or omissions of the Indemnifying Party or its Representatives.
- Partner Indemnity for GXI Group Goodwill. The Partner shall defend, indemnify, and hold harmless GXI, the GXI Group, and their respective Representatives from and against any and all Claims arising from any acts, errors, omissions, or public controversies attributable to the Partner, the Partner Group, or their Representatives that result in any damage, dilution, or risk to GXI or the GXI Group’s reputation, goodwill, commercial image, public trust, integrity, or the GCash brand.
- Exceptions to Indemnity. Notwithstanding anything to the contrary, the Indemnifying Party shall have no obligation to defend, indemnify, or hold harmless the Indemnified Party to the extent any Claim arises out of or results from:
- Any Gross Negligence, willful misconduct, or unlawful act by the Indemnified Party or its Representatives;
- The Indemnified Party’s breach of the applicable Agreement Documents, including but not limited to failure to comply with Applicable Laws or obligations related to confidentiality, security measures, data privacy, or intellectual property;
- The joint or concurrent acts or omissions of both Parties or their respective Representatives. In such cases, each Party shall be liable for the proportion of the Claim that is attributable to its own acts, errors, or omissions. In the absence of proof, each Party shall be equally liable for the Claim;
- Any unauthorized modification, combination, or use of the Indemnifying Party’s Systems, Services, or Intellectual Property by the Indemnified Party or its Representatives in a manner not contemplated by the applicable Agreement Documents;
- Any defect in or failure of third-party products, software, or services not supplied or controlled by the Indemnifying Party;
- Any failure by the Indemnified Party to take reasonable steps to mitigate losses or damages, to the extent that such failure results in a Claim and/or increases the Claim; and,
- Any settlement of a Claim made by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, this exception does not apply to settlement of Claims or compliance remedies directed to or requested by a Governmental Authority.
- Indemnification Procedure for Third-Party Claims. Upon becoming aware of any third-party Claim for which it may seek indemnification under this Section, the Indemnified Party shall:
- Promptly give written notice of the Claim to the Indemnifying Party, provided that any delay in giving such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such delay actually prejudices the Indemnifying Party's ability to defend the Claim;
- Grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party shall not settle any Claim in a manner that admits liability on the part of the Indemnified Party or imposes any obligation on the Indemnified Party without its prior written consent, which shall not be unreasonably withheld, and provided further that GXI shall retain the exclusive right to co-defend or assume control of any defense affecting the GCash brand, GXI intellectual property, or the integrity of the GXI System at its own expense; and,
- Provide all reasonable assistance, at the Indemnifying Party's expense, in connection with the defense and settlement of the Claim.For the avoidance of doubt, this Clause does not apply to regulatory investigations or enforcement actions by Governmental Authorities.
- Mutual Indemnity. Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party, its Party Group, and their respective Representatives (collectively, the "Indemnified Party") from and against any and all Claims which the Indemnified Party may incur, become responsible for, or pay out, to the extent arising from:
VOLUNTARY SETTLEMENT OF CLAIMS AND PAYMENT PROCEDURE- Written Demand. Without prejudice to any other rights or remedies under the applicable Agreement Documents or Applicable Laws, in the event that a Party has a Claim or indemnity right (the “Claiming Party”) against the other Party (the “Responding Party”) in relation to the applicable Agreement Documents, the Claiming Party may submit a written demand for payment to the Responding Party.
- Documentation and Proof. The written demand shall include reasonable supporting documentation and proof of the damages incurred or payable by the Claiming Party. For Claims arising from regulatory fines, charges, penalties, sanctions, or orders by a Governmental Authority, a copy of the formal notice, demand, or order shall constitute sufficient and conclusive proof of the underlying liability and the amount of the Claim or indemnity right.
- Voluntary Settlement of Undisputed Amounts. If the Responding Party does not dispute the Claim or indemnity right, it shall, within thirty (30) calendar days of receipt of such demand and supporting documentation, pay the undisputed Claim or indemnity amount to the Claiming Party. GXI may satisfy any undisputed Claim or indemnity right against the Partner by setting off the amount against the Partner Wallet or pending settlements in accordance with the Set-Off provisions of the applicable Agreement Documents. Such payment shall be deemed a full and final settlement of the specific Claim or indemnity right identified in the demand, without prejudice to any other rights or Claims under the applicable Agreement Documents.
- Disputed Claims and Escalation. For the avoidance of doubt, if the Responding Party disputes any portion of the Claim or indemnity right in good faith, or chooses not to voluntarily settle under this Section, the Parties shall resolve such dispute in accordance with the Dispute Resolution terms of the applicable Agreement Documents. The period during which the Parties are engaged in discussions under this Section shall count toward and satisfy, in whole or in part, the requirement for amicable discussions set forth in the Dispute Resolution Section of the applicable Agreement Documents. If the voluntary settlement remains unresolved after thirty (30) calendar days from the date of the initial demand, either Party may immediately proceed to initiate formal dispute resolution proceedings.
- No Prejudice. The initiation, settlement, or dispute of a Claim or indemnity right under this Section shall not prejudice either Party’s right to refer the matter to Dispute Resolution in accordance with the applicable Agreement Documents or Applicable Laws. Any offers of settlement or admissions made by either Party during the procedure set forth in this Section shall be considered Confidential Information and shall not be admissible as evidence in any subsequent legal proceeding.
FORCE MAJEURE- Effect of Force Majeure. If either Party (the "Affected Party") is prevented, hindered, or delayed in performing its obligations under the applicable Agreement Documents (other than payment obligations) by a Force Majeure event, the Affected Party's performance shall be excused for the duration of such Force Majeure event, provided that:
- The Affected Party gives prompt written notice to the other Party (the "Non-Affected Party") of the occurrence of the Force Majeure event, including details of the event and its anticipated duration and impact on performance;
- The Affected Party uses commercially reasonable efforts to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as reasonably practicable; and,
- The Affected Party continues to perform all obligations not affected by the Force Majeure event.
- Payment Obligations. A Force Majeure event does not excuse, suspend, or delay the Partner’s obligation to make payments when due. GXI may, at its sole discretion, grant a temporary payment extension if it determines that the Force Majeure event has rendered payment impossible. If granted, GXI will notify the Partner of the extension period in writing (email accepted). GXI’s determination on the existence of such impossibility and the length of any extension is final and binding. GXI’s rights to Net Settlement or Set-Off are not hindered, delayed, or stayed by a Force Majeure event affecting the Partner.
- Cost Allocation. The Parties shall bear their own costs and expenses incurred in connection with the Force Majeure event and the subsequent remediation efforts.
- Effect of Force Majeure. If either Party (the "Affected Party") is prevented, hindered, or delayed in performing its obligations under the applicable Agreement Documents (other than payment obligations) by a Force Majeure event, the Affected Party's performance shall be excused for the duration of such Force Majeure event, provided that:
GOVERNING LAW AND DISPUTE RESOLUTION- Governing Law. All Agreement Documents and all Claims arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.
- Dispute Resolution.
- Amicable Discussions. The Parties shall first attempt in good faith to resolve any dispute, controversy, or Claim arising out of or relating to the applicable Agreement Documents through amicable discussions between their respective authorized Representatives for a maximum period of thirty (30) calendar days from the date of written notice of the dispute. However, GXI may, at its sole discretion, bypass or terminate the amicable discussion period and proceed to formal dispute resolution immediately if the dispute involves: (i) a Security Breach or Data Breach; (ii) any violation of GXI Policies or Applicable Laws (including AFASA); or (iii) any payment default or wallet deficiency by the Partner; or (iv) any activity that GXI reasonably believes compromises the financial stability or integrity of the GXI System.
- Exclusive Venue. If the Parties cannot resolve the dispute through amicable discussions within the period provided above, any formal dispute resolution proceeding arising out of or relating to the applicable Agreement Documents shall be submitted for resolution exclusively before the competent courts of Taguig City, Metro Manila, Philippines, to the exclusion of all other venues. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.
- Injunctive Relief and Specific Performance. Notwithstanding the foregoing, either Party may seek immediate injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction in the Philippines to: (i) prevent irreparable harm; (ii) protect its Intellectual Property Rights or Confidential Information; or (iii) ensure compliance with Applicable Laws (including AFASA) and GXI Policies.
CUMULATIVE REMEDIES- Non-Exclusive Remedies. All rights and remedies provided in the applicable Agreement Documents are cumulative and not exclusive of any rights or remedies provided by law or in equity. The exercise of any right or remedy by a Party shall not preclude the exercise of any other right or remedy available under the applicable Agreement Documents or Applicable Laws. No single or partial exercise of any right or remedy shall exhaust such right or remedy or prevent the further exercise of any other right or remedy.
- Operational Safeguards and Non-Election of Remedies. GXI’s exercise of any operational or regulatory safeguard, including but not limited to the suspension of Services, withholding of settlement, or the freezing of Disputed Funds pursuant to AFASA or GXI Policies, shall not constitute an election of remedies nor preclude GXI from seeking any other legal or equitable relief.
- WAIVER
- No Waiver. No failure or delay by either Party in exercising any right, power, or privilege under the applicable Agreement Documents shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
- Express Waiver. No waiver of any term, provision, or condition of the applicable Agreement Documents, or of any breach thereof, shall be effective unless made in writing and signed by the duly authorized signatory of the Party against whom the waiver is sought to be enforced. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given.
- Non-Waiver by Conduct. No course of dealing between the Parties, nor any custom or practice that may evolve between them, shall be construed to waive or lessen the right of GXI to insist upon strict performance of any provision of the applicable Agreement Documents. GXI’s continued provision of Services or acceptance of payments despite a known breach by the Partner shall not be deemed a waiver of such breach nor an amendment to the applicable Agreement Documents.
NOTICES AND COMMUNICATIONS- Written Notice.
- Any notice or communication required or permitted to be given under the applicable Agreement Documents shall be in writing. Unless otherwise restricted by Applicable Laws, "in writing" shall include: (i) electronic mail (e-mail); (ii) posting on the Platform or official GXI website; or (iii) digital notifications delivered via the GXI System or Platform.
- Communications shall be addressed and sent to the designated channels and Contact Persons set forth in the applicable Agreement Documents, or as subsequently updated in accordance with this Section.
- Notices posted on the Platform or official GXI website, or sent via e-mail to a Party’s designated e-mail address, shall be deemed sufficient, valid, and binding for all purposes. Each Party bears the sole and continuous responsibility of regularly reviewing such communication channels for notices, and ensuring its contact information remains current, active, and accessible.
- If a Party has multiple Contact Persons designated under the applicable Agreement Documents, notice or communication to any one (1) of them shall be deemed notice to all.
- Receipt of Notice. Written notice or communication shall be deemed to have been duly received (based on Philippine Standard Time):
- When sent by e-mail, immediately upon the time of transmission. The failure of a recipient Party's e-mail server or the classification of a communication as spam or junk shall not invalidate the service of such notice, provided it was sent to the designated e-mail address;
- Immediately upon the system timestamp of its posting or availability on the Platform or official GXI website;
- At the time of transmission if sent via digital notification through the GXI System or Platform;
- When delivered personally, at the time of delivery;
- One (1) Business Day after being sent by a reputable courier service, with tracking and confirmation of delivery; or,
- When sent by registered mail or certified mail, return receipt requested, postage prepaid, three (3) Business Days after deposit in the mail.
- Modification and Maintenance of Contact Details. Either Party may change its contact details by providing prior written notice to the other Party, or by updating its account profile settings directly via the Platform (where supported). Each Party must maintain current and active contact details. A Party's failure to provide updated information or to monitor its designated channels constitutes an absolute waiver of any claim of non-receipt for communications or notices sent to its last known primary address, designated email address, or active Platform account.
- Written Notice.
RELATIONSHIP OF THE PARTIES- Independent Contractors. The Parties are independent contractors. Nothing in any Agreement Documents shall be construed as creating a partnership, joint venture, agency, employment, franchise, or any other form of legal association between the Parties.
- No Authority. Neither Party has any authority to bind or commit the other Party in any manner whatsoever, nor to make any representations or warranties on behalf of the other Party, unless expressly authorized in writing to do so.
- No Joint Liability. Except as expressly provided in the applicable Agreement Documents (including, without limitation, the Indemnification and Limitation of Liability Sections), neither Party shall be liable for the debts, obligations, or acts of the other Party. The Partner acknowledges that it is solely and primarily responsible for the acts and omissions of its Representatives and subcontractors as if they were the Partner's own. Except as expressly set forth in the applicable Agreement Documents with respect to a Party Group, nothing in such Agreement Documents is intended to, nor shall it be deemed to, confer any benefits or rights upon any third party.
- M
UTUAL COOPERATION- General Cooperation. The Parties agree to cooperate in good faith and take all reasonable actions necessary to facilitate the effective performance of their respective obligations and the successful achievement of the objectives of all the Agreement Documents.
- Duty to Notify. Each Party shall promptly notify the other Party in writing of any event or circumstance that may delay or prevent the notifying Party’s ability to fulfill its obligations under any Agreement Documents. The Parties shall use commercially reasonable efforts to cooperate to mitigate the impact of such occurrence, provided that such efforts shall be without prejudice to any rights or remedies available to either Party under the applicable Agreement Documents.
SUBCONTRACTING- Subcontracting by GXI. To the extent allowed under Applicable Laws, GXI may subcontract the performance of its obligations under any Agreement Documents, in whole or in part, to any entity within the GXI Group or to any third-party service provider without the prior written consent of the Partner.
- Subcontracting by Partner. The Partner shall not subcontract, delegate, or outsource any of its obligations under any Agreement Documents to any third party or Affiliate without GXI's prior written consent, which consent may be granted or withheld in GXI's sole discretion. GXI, as a condition to such consent, may require the Partner to submit additional documents or requirements to ensure compliance with the applicable Agreement Documents. The Partner shall ensure that any permitted subcontractor is bound by written obligations that are at least as restrictive as those contained in the applicable Agreement Documents and complies with such terms as if it were a party hereto.
- Partner Liability. Any permitted subcontracting shall not relieve the Partner of any of its obligations under the applicable Agreement Documents, and the Partner shall remain fully and primarily responsible to GXI for the acts and omissions of its subcontractors and Representatives as if they were the Partner's own acts or omissions.
ASSIGNMENT- No Assignment Without Consent. Except as provided herein, neither Party may assign any of its rights or obligations under any Agreement Documents, in whole or in part, without the prior written consent of the other Party. Any attempted assignment in violation of this Section shall be null and void.
- Permitted Assignment by GXI. Notwithstanding anything to the contrary, GXI may assign any Agreement Documents or any of its rights or obligations thereunder, in whole or in part, to any entity within the GXI Group without the prior written consent of the Partner. GXI shall provide prompt written notice to the Partner of any such assignment.
- Binding Effect. All Agreement Documents shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Any such successor or permitted assignee shall assume all the rights and obligations of the assignor in accordance with the terms of such Agreement Documents.
AMENDMENTS- GXI’s Right to Unilaterally Amend. Notwithstanding anything to the contrary in the Agreement Documents, and in good faith, GXI reserves the right, at its sole discretion, to unilaterally amend, modify, or supplement the following:
- These General T&C;
- Any Service T&C;
- Any commercial terms applicable to Services, including any pricing, fees, rates, and charges;
- Any GXI Group Policies;
- Any technical specifications, security protocols, or operational procedures;
- Data Outsourcing Terms and Conditions;
- Third Party Security Requirements and Anti-Fraud and Illegal Activities Terms and Conditions;
- Transaction Settlement and Operating Rules; and,
- Any provision of any Agreement Documents solely to the extent necessary to comply with a change in Applicable Laws, a directive from a Governmental Authority (including the BSP), or to address a critical system vulnerability.
- Effective Date of Amendment. Unless otherwise agreed between the Parties, unilateral amendments, modifications, or supplements by GXI will become effective sixty (60) calendar days after written notice by GXI to the Partner in accordance with the notice requirements set forth in the applicable Agreement Documents. For amendments necessitated to comply with Applicable Laws, directives from a Governmental Authority (including the BSP), or to address critical security vulnerabilities, GXI may specify a shorter notice period or make the amendment effective immediately upon notice.
- Partner Responsibility. The Partner shall be solely and continuously responsible for monitoring and keeping itself informed of any unilateral amendments by GXI.
- Continued Use Deemed Acceptance. Continued use of the affected Service(s) beyond the effective date of amendment shall be deemed as the Partner's express and irrevocable acceptance of the amended terms.
- Termination Due to Unilateral Amendment. If the Partner does not agree to the GXI unilaterally amended terms, its sole and exclusive recourse shall be to terminate the affected Agreement Documents in accordance with the termination provisions therein prior to the effective date of the amendment. Failure to give notice of termination before the effective date of amendment shall constitute a waiver of the Partner’s right to terminate due to GXI’s unilateral amendment.
- Mutual Agreement for Amendment to SOW. Any amendment to an offline SOW must be agreed in writing and signed by the authorized signatories of both Parties to be binding.
- GXI’s Right to Unilaterally Amend. Notwithstanding anything to the contrary in the Agreement Documents, and in good faith, GXI reserves the right, at its sole discretion, to unilaterally amend, modify, or supplement the following:
SEVERABILITY- Severability. If any provision of any Agreement Documents is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the affected Agreement Documents, and the remaining provisions shall remain in full force and effect.
- Replacement. The Parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely achieves the original intent and economic effect of the severed provision. If the Parties are unable to reach an agreement on a replacement provision within thirty (30) calendar days, GXI reserves the right to unilaterally implement a replacement provision that ensures GXI’s continued compliance with Applicable Laws, GXI Group Policies, and the security of the GXI System, subject to the Partner’s right to terminate the affected Agreement Documents as provided in the Amendments section of these General T&C.
COUNTERPARTS AND ELECTRONIC SIGNATURE- Counterparts. All Agreement Documents may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- Electronic Signature and Electronic Acceptance. All Agreement Documents may be executed through electronic signature or electronic acceptance, and such signatures or acceptance shall be deemed original signatures for all purposes and shall have the same legal effect as original wet-ink signatures. The Parties may use DocuSign, the GXI System or Platform click-to-accept onboarding flows, or other electronic signature platforms as may be approved by GXI for the execution or acceptance of the Agreement Documents. For any document executed or accepted electronically, all associated metadata, timestamps, digital logs, user identity verification records, platform telemetry, database logs, and records of authentication generated by the GXI System, Platform, or a signing platform, or, in the absence of such platform, the electronic record of the transmission and receipt of the signed or accepted document (including uploading to the GXI System, Platform or email correspondence), shall form an integral part of the record of execution. If the Parties execute or accept any Agreement Documents electronically, the best evidence of such Agreement Documents shall be the electronic record containing the electronic signature or record of acceptance, in portable document format (.PDF), electronic system log, audit trail, or in any other digital format that preserves the document’s original graphic and visual appearance or verifies the transaction record, together with the associated records of execution as defined in this Section.[NOTHING FOLLOWS]
Jul 15, 2026
