1. GENERAL TERMS AND CONDITIONS
1.1. 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.
1.2. 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").
1.3. 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”).
1.4. 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:
a) The digital acceptance or electronic confirmation
of these General T&C and any Service T&C via
the Platform; and/or,
b) 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.
1.5. 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.
1.6. 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.
1.7. 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.
1.8. 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.
1.9. 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.
1.10. Contact Persons. Official communications and notices
under the applicable Agreement Documents shall be
routed and sent in accordance with the following
channels:
a) 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.
b) 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.
c) 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.
1.11. 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.
2. DEFINITIONS
2.1. "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.
