GCASH FOR BUSINESS (G4B)
PLATFORM TERMS AND CONDITIONS
These Terms and Conditions govern the Partner’s onboarding, access to, and use of the GCash for Business Platform.
GCash for Business Platform- The GCash for Business (G4B) Platform (the “Platform”) is a secure, centralized digital business portal that serves as the foundational operating system for corporate partners and merchants. Accessible via web browser, mobile browser, or the GCash Mobile App, the Platform provides the Partner with an integrated management interface to activate G-Xchange, Inc. (“GXI”) featured business products and services, oversee financial operations, configure role-based user access controls, utilize business dashboards, monitor wallet activities, and serve as the primary channel to keep the Partner informed of any updates or changes to the services and terms.
Platform Access, Onboarding, and Product Activation Framework- Platform Access and Onboarding Channels. Registration to and onboarding onto the Platform shall be completed via the Platform’s onboarding portal. Once registered, the Partner may access its profile and manage its account by signing in to the Platform using a standard desktop web browser, a mobile browser, or a mobile device via the GCash Mobile App.
- Unified Account and Cross-Channel Access. Standard desktop web browsers, mobile browsers, and the GCash Mobile App serve as access channels to a single, unified Platform account. Any registration, acceptance of terms and conditions, nomination of Authorized Users, action, instruction, data submission, or configuration executed by the Partner or an Authorized User via any channel immediately applies across all access points. All access channels are governed by these Terms and Conditions; switching or operating across channels does not create a separate account, a distinct service, or require additional acceptance.
- Registration Information, Continuous Updates, Compliance Timelines. To facilitate onboarding, account maintenance, and the provisioning of products and services, GXI will collect, store, and process corporate, business, and personal data from the Partner and its designated Authorized Users. During registration, the Partner must provide all required corporate and legal information, including but not limited to: complete business/corporate name, business licenses and registrations, business type, contact information, authorized representatives with identification, and any other documents or information requested by GXI.
- Obligation to Update: The Partner is strictly required to furnish updated documentation and information to GXI from initial submission and within five (5) business days from the occurrence of any change to its corporate/entity status, business operations, authorized signatories, or any previously submitted information.
- Representations: The Partner represents and warrants that all information and documents provided—whether during initial onboarding or through subsequent updates—are true, accurate, complete, and current. The Partner acknowledges that this information forms the basis for eligibility and continued access to the Platform and services. Further, the Partner represents and warrants that it has secured all necessary consent from its employees and Authorized Users prior to submitting their personal data to the Platform.
- Deactivation and Termination Grounds: If any submitted information or documentation is found to be false, incomplete, outdated, or inaccurate, GXI reserves the right to immediately suspend the Partner’s account (including all assigned users) and restrict access to the Platform and services. Such suspension shall remain strictly in place, and access to transactions or services will be withheld, until the proper, updated documents or information are successfully furnished to and verified by GXI. The imposition of any suspension or deactivation under this section shall be without prejudice to the right of GXI, at its sole option and absolute discretion, to terminate the Partner’s account at any time during the non-compliance period.
- Core Platform Utilities. Upon successful onboarding, the Partner will be granted access to the functionalities of the Platform (the “Platform Utilities”) to facilitate basic account administration, which include:
- Business Dashboard: A centralized digital interface providing an aggregated overview of business performance and wallet activities.
- Fund Transfer Facility: System capabilities allowing the real-time viewing, management, and authorized movement of corporate wallet balances.
- Reporting Tools: System features enabling the tracking, compiling, and exporting of historical business transaction records.
- User Access Management: The administrative interface through which the Partner manages role-based permissions and user configurations.
- Secure Data Protection: Security controls, including data encryption standards, designed to safeguard organizational data in compliance with regulatory mandates.
- Future Feature Enhancements and Platform Modifications. GXI operates a dynamic software system and reserves the right to optimize, alter, suspend, or introduce new features, modules, or services to the Platform from time to time. To support Platform or service updates, enhancements, security, and optimizations, the Partner and its Authorized Users consent to the storing, processing, and monitoring of their data, including system interaction data, across the Platform, the GCash Mobile App, and official communication channels for generating anonymized data, quality audits, business insights, customer engagement frameworks, and system optimization metrics. The Partner’s continuous maintenance of its account or continued access to the Platform following the delivery or publication of an update notice shall constitute full, binding legal acceptance of the new features or services, regardless of whether the Partner actively deploys or utilizes those specific capabilities. The Partner acknowledges that the deployment of the Platform on the GCash Mobile App is progressive. Features, products, and Services may be released in phases or at a different timeline than on web browsers. Consequently, the availability of a feature on web browsers does not automatically grant access to, or guarantee availability of, that feature on the GCash Mobile App until officially launched on that channel by GXI.
- Multi-Tier Product and Service Activation. The Platform serves as the foundational operating system through which the Partner may review, select, and activate specific GXI featured business products and services, including but not limited to payment acceptance, fund transfers, and disbursement solutions (“Services”), as may exist from time to time. To successfully activate any such product or service, the Partner must electronically accept both the General Terms and Conditions (governing the master legal, operational, and regulatory framework) and the respective Product-Specific Terms and Conditions (governing the specific commercial, technical, pricing, and Service Level Agreements of that individual product).
- Third-Party Disclosures and Settlement Sharing. The Partner explicitly authorizes GXI to disclose, transfer, and share its relevant financial and operational information with third-party participating payment processors, clearinghouses, financial institutions, and settlement banks. Such sharing shall be executed strictly as required to fulfill payment-related transactions generated by the Partner, facilitate the crediting and clearing of settlement funds into the Partner’s designated bank accounts, or enable the activation and operation of authorized third-party services integrated within the Platform.
- Service Fees and Pricing Adjustments. The use of featured specific business products and Services activated through the Platform is subject to the prompt payment of the fees, commercial rates, and transaction charges outlined in their respective Product-Specific Terms and Conditions. GXI reserves the right, at its sole discretion, to modify its fee structures and transaction charges at any time by posting the updated rates directly within the Platform or on its official website. The Partner’s continued maintenance of its account or continuous utilization of the Platform following the publication of revised fees shall be construed as irrevocable electronic acceptance of the updated pricing.
- Responsibility for Account Activity and Presumption of Authority. The Partner assumes sole and full operational and legal liability for all actions, settings modifications, and financial transactions executed under the Partner’s profile or account. Because authorized users' passwords and security credentials are secret and known only to the respective users, any action or transaction completed using an authorized user’s password, security credentials, and/or One-Time PIN (OTP) shall be conclusively and legally presumed to have been duly executed and authorized by the Partner. GXI shall not be liable for any claims, losses, or damages arising from transactions or actions made through the Platform under valid Partner credentials.
- Execution of Instructions and Indemnification. The Partner agrees that GXI is entitled to rely and act on any electronic instructions received via the Platform following the correct entry of an authorized user’s password, security credentials, or OTP. These actions will be processed in strict accordance with the user permissions assigned under the “Authorized Users and User Access Management” section of these Terms. The Partner expressly agrees to indemnify, defend, and hold harmless GXI for any losses, liabilities, damages, or regulatory costs that GXI incurs as a result of acting in accordance with or relying upon instructions received from the Partner or any of its designated Authorized Users.
Consent to Doing Business and Electronic Communications- Electronic Signatures and Transactions. The Partner explicitly consents to enter into agreements, accept terms and conditions, and conduct business transactions electronically via the Platform. The Partner agrees that electronic acceptances, "click-to-accept" confirmations, and digital signatures executed within the Platform carry the same legal weight, validity, and enforceability as handwritten signatures.
- Platform as Official Notice Channel. The Platform serves as the primary and official channel to keep the Partner informed of any updates, modifications, or changes to the Services, products, pricing, or these Terms and Conditions. The Partner agrees that all official notices, disclosures, and communications from GXI may be delivered electronically via direct posting within the Platform dashboard, electronic mail, in-app notification, or SMS. Posting updates directly within the Platform shall constitute valid, binding, and sufficient legal notice to the Partner.
- Scope of Consent. The Partner’s consent to do business electronically and receive electronic communications applies universally to all operational interactions, product activations, and financial transactions occurring on or facilitated by the Platform.
- Hardware and Software Requirements. To securely access the Platform and Services, receive electronic communications, and review and accept terms and conditions, the Partner must maintain an internet-connected device running an up-to-date, secure web browser or the latest supported version of the GCash Mobile App. The access device and software must be capable of viewing and exporting files in Portable Document Format (PDF), images (JPG/PNG), and other standard operational formats prescribed by the Platform. GXI reserves the right to prescribe minimum browser, application, and operating system requirements necessary to secure channel access to the Platform.
- Maintenance of Contact Information. The Partner is required to keep GXI informed of any changes to its official contact information and designated administrator email addresses to ensure uninterrupted delivery of electronic notices. All updates to contact information must be logged immediately through the Platform interface.
- Cross-Selling and Marketing: The Partner and its Authorized Users explicitly consent to the processing of their information across official communication channels for targeted marketing, promotions, and the cross-selling of financial products and services. These offerings may include services originating from GXI’s affiliates as may exist from time to time, including but not limited to, Mynt, Inc., Fuse Financing Inc., Ryse, Inc., BlockG Virtual Assets, Inc., Electronic Commerce Philippines Inc., Sprynt Solutions Pte. Ltd., (hereinafter the “GXI Group”).
Authorized Users and User Access Management- Nomination of Authorized Users. The Partner may nominate, identify, and assign specific individuals who are authorized to access and utilize the Platform on its behalf (each, an “Authorized User”). For each Authorized User, the Partner must designate a specific User Role (as defined below) that governs their system permissions. The Partner may add, modify, or remove Authorized Users via the user access management functionality within the Platform.
- User Roles. The Platform enforces role-based access security. The functions, privileges, and operational boundaries available to an Authorized User are strictly determined by their assigned role (each, a “User Role”):
- “Super Admin”: An Authorized User granted full operational and administrative control over the Partner’s Platform account. This includes, but is not limited to, the authority to activate Services and accept terms and conditions; nominate, invite, approve, modify, and delete other Authorized Users; assign, alter, and revoke User Roles, including the designation and configuration of Maker and Checker roles; configure corporate wallet settings; initiate, approve, and authorize fund transfers and other fund movements; and execute or view all transactions and data available on the Platform. The Partner is strictly required to nominate and maintain at least one (1) active Super Admin at all times.
- “Product Admin”: An Authorized User granted administrative control over the Partner’s products, Services, branches, and terminals. A Product Admin may view the business dashboard and wallet balance; view and download transaction history; view the products catalog and activate products and Services; view, register, and add branches; view and order terminals; and view Platform profiles and the members list. A Product Admin is not authorized to transfer or otherwise move funds, invite or onboard new Authorized Users, or assign, alter, or revoke User Roles.
- “User Admin”: An Authorized User granted administrative control over user access and membership within the Partner’s Platform account. A User Admin may view the business dashboard and wallet balance; view and download transaction history; view the products catalog and activate products and Services; view branches and terminals; invite and onboard new Authorized Users; assign, alter, and revoke User Roles; and view Platform profiles and the members list. A User Admin is not authorized to transfer or otherwise move funds, register or add branches, or order terminals.
- “Viewer”: An Authorized User granted restricted, read-only access. Viewers are permitted to view business dashboards, transaction histories, and audit reports, but are strictly barred from activating Services, initiating financial transactions, moving funds, or modifying account settings and user allocations.
- “Maker”: A supplementary (overlay) designation that the Partner may assign to an Authorized User, in addition to that user’s primary User Role, where the Partner has enabled the Maker-Checker control. A Maker is authorized to initiate, prepare, and submit transactions and instructions for the financial and operational processes governed by that control, including without limitation fund transfers, disbursements, bills payment, loan-related transactions, terminal ordering, and such other products or Services as may be made subject to the control from time to time. A transaction or instruction submitted by a Maker shall not take effect and shall not be processed by GXI unless and until it is reviewed and approved by a designated Checker.
- “Checker”: A supplementary (overlay) designation that the Partner may assign to an Authorized User, in addition to that user’s primary User Role, where the Partner has enabled the Maker-Checker control. A Checker is authorized to review, approve, or reject the transactions and instructions submitted by a Maker. Upon a Checker’s approval, the transaction or instruction shall be deemed final, complete, and duly authorized by the Partner, and GXI shall be entitled to process and execute it accordingly. The Partner shall ensure that the Maker and the Checker for any given transaction are separate individuals, and shall not assign both designations to the same Authorized User for the same transaction.
- Maker-Checker Configuration and Partner Responsibility. The Maker-Checker control is an optional, Partner-configured facility that the Partner may enable, disable, and configure at its sole discretion through the user access management functionality of the Platform. Where the Partner enables the control, the Partner is solely responsible for its set-up and operation, including the designation of Makers and Checkers, the segregation of those designations, the approval workflows and thresholds it configures, and the accuracy and completeness of every transaction or instruction submitted and approved through the control. Without limiting Section 4.4, the Partner acknowledges and agrees that once a transaction or instruction has been submitted by a Maker and approved by a Checker, it is conclusively presumed to be a correct, complete, and duly authorized instruction of the Partner, and GXI shall be entitled to rely upon, process, and execute it without further verification or inquiry. GXI shall not be liable for any claims, losses, damages, or costs arising from the incorrect, erroneous, duplicate, or mistaken processing of any transaction or instruction—including any error in amount, recipient, account details, timing, or purpose—where such transaction or instruction was processed in accordance with the Partner’s Maker-Checker approval or reflects the Partner’s configuration of the control. Sole and full liability for such incorrect processing shall rest with the Partner, and the Partner’s failure to enable, properly configure, or correctly operate the Maker-Checker control shall not give rise to any liability on the part of GXI. The Partner expressly agrees to indemnify, defend, and hold GXI harmless from and against any such claims, losses, damages, liabilities, or regulatory costs.
GXI reserves the right, from time to time and upon electronic notice posted within the Platform, to introduce additional User Roles or modify the operational scope of existing User Roles in alignment with Platform upgrades or regulatory changes. The technical functions of a role may be further detailed in the respective Product-Specific Terms and Conditions or Service SOWs. - Authority and Actions of the Administrator. The Partner expressly authorizes its designated Administrator(s) to act as its lawful agent and representative regarding all user access management and system configuration functions. GXI is entitled to rely on, and act in accordance with, the electronic instructions and modifications executed by the Partner’s Administrator(s) without further verification or inquiry. The Partner shall be fully bound by all such instructions, invitations, or role assignments. It remains the Partner's sole responsibility to ensure that the Administrator role is provisioned exclusively to individuals possessing the appropriate authority.
- Conclusive Presumption of Authority and GXI Limitation of Liability. It is conclusively presumed that each Authorized User logging into the Platform—regardless of their assigned User Role—is a duly authorized representative of the Partner acting within their valid scope of authority.
- Partner Liability: The Partner assumes full, unconditional operational and legal liability for all access, instructions, fund movements, product activations, and financial transactions executed under the Partner’s account profile, regardless of whether such actions were actually authorized by the Partner internally.
- Security Credentials: Partner is responsible for ensuring that security credentials and passwords are kept strictly confidential and used exclusively by its respective Authorized User. If a Partner’s Authorized User believes that his/her password, confidential information, access points (i.e., mobile phones, tablets, laptop, computers, etc.) have been compromised, lost, stolen, or used without permission, Partner should contact GXI immediately to deactivate the compromised Authorized User account. Any action or transaction processed following the correct entry of a user ID, password, security credential, and/or One-Time PIN (OTP) is legally deemed an authorized act of the Partner. GXI shall not be liable for any claims, losses, fraud, or costs incurred resulting from compromised user credentials, internal employee misconduct, or unauthorized access to the Partner’s portal.
- Account Maintenance, De-provisioning, and Inactivity.
- Continuous Review: The Partner shall continuously audit its list of Authorized Users and assigned roles to ensure they remain accurate and aligned with current business needs. The Partner must immediately de-provision and remove access for any Authorized User who leaves the organization, changes job functions, or no longer requires platform access. If a system error prevents the Partner from executing a removal directly through the interface, the Partner must notify GXI in writing immediately to receive manual de-provisioning assistance.
- Security Reporting: The Partner must immediately notify GXI upon the discovery or suspicion of any credential leaks, data breaches, or unauthorized access to the Platform.
- Inactivity: To safeguard the corporate wallet from dormant security vulnerabilities, GXI reserves the right to automatically suspend any individual Authorized User account that has remained inactive for a period of one hundred twenty (120) consecutive days or more. Suspension of a dormant user account under this clause is without prejudice to the overall status of the Partner's master account.
- Post-Activity Notification and Confirmation Protocol. The Partner acknowledges that internal platform actions—including but not limited to the appointment, removal, or modification of Authorized Users, configuration updates, and the electronic activation of specific products or Services—may be executed by designated Authorized Users.
- Notification Mechanism: To maintain operational transparency and secure the Platform, GXI may dispatch a system-generated confirmation email or electronic notification to the Partner’s primary registered contact information immediately following any user appointment, profile modification, or service activation.
- Reporting Obligation: The dispatch of this post-activity notification serves as a security control and an affirmative record of the transaction. The Partner is required to review all such notifications immediately upon receipt. In the event that a notification reveals an unauthorized activity, the Partner must inform GXI immediately, and in no case later than twenty-four (24) hours from dispatch, to freeze the affected accounts or Services.
- Conclusive Evidence. The Partner agrees that the transmission of this confirmation shall constitute conclusive evidence that the Partner was fully informed of the platform activity. Absent immediate notice from the Partner to the contrary within the designated reporting window, the transaction or system change shall be deemed fully accepted, ratified, and authorized. GXI shall not be liable for any corporate claims, disputes, or liabilities alleging that such transaction(s) were unauthorized, fraudulent, or lacked proper authority.
Data Processing and Privacy- The Partner and its Authorized Users understand, authorize, and permit GXI to collect, receive, obtain, process, use, store, record, organize, and update their personal data from across the Platform, the GCash Mobile App, and official communication channels (including but not limited to Email, SMS, Viber, Telegram, WhatsApp, or similar digital messaging networks). Personal data will be collected and processed for the purposes of compliance with Know-Your-Customer (KYC) and anti-money laundering rules, risk monitoring, credit scoring, debt collection, fraud investigation, product and systems development, data analytics, profiling, sales and marketing activities, and communications relating to GXI’s, GXI Group or GXI affiliates’ products and/or Services, and the continuous enhancement of customer experience in the Platform.
- GCash KYC and Account Information Reuse. Where the Partner or an Authorized User registers for, onboards to, or accesses the Platform through the GCash Mobile App, the Partner and the relevant Authorized User authorize GXI to retrieve, reuse, verify, and process the identity, verification, contact, and account information already held by GXI or the GXI Group in connection with that individual’s GCash account—including Know-Your-Customer (KYC) information and verification status—for the purposes of establishing, verifying, provisioning, and administering the Partner’s G4B Platform account and the Authorized User’s access. The Partner represents and warrants that it has secured all necessary consent and authority from each Authorized User for such retrieval and reuse. The Partner acknowledges that it remains responsible under the “Registration Information, Continuous Updates, Compliance Timelines” section for ensuring that all information used to provision its account, including reused GCash information, is current and accurate, and for furnishing updates to GXI where any such information has changed. Such processing is undertaken in accordance with the GCash for Business Privacy Notice.customer experience in the Platform.
- To learn more about how we process your personal data and protect your privacy, please read the GCash for Business Privacy Notice.
Confidentiality- Protection of GXI Confidential Information. The Partner acknowledges that during the course of onboarding and utilizing the Platform, it will have access to non-public, proprietary information belonging to GXI. "Confidential Information" includes, without limitation, the Platform’s underlying software, data security frameworks, proprietary system metrics, interface designs, trade secrets, and the specific commercial fee schedules or pricing structures provided to the Partner.
- Partner Obligations. The Partner agrees to maintain the absolute confidentiality of GXI’s Confidential Information using at least a reasonable standard of care.
- Restrictions: The Partner shall use such information strictly for its internal business operations on the Platform, restrict access solely to employees with a strict "need-to-know", and prevent any unauthorized copying, disclosure, or commercial exploitation of the data.
- Absolute Liability for Breach: The Partner assumes full operational and legal liability for all actions taken by its designated Authorized Users, employees, and representatives. Any breach of confidentiality, unauthorized disclosure, or data leak caused by an Authorized User or representative of the Partner shall be legally deemed a direct breach of this Agreement by the Partner itself.
- Confidentiality Indemnity. The Partner expressly agrees to indemnify, defend, and hold harmless GXI, its corporate affiliates, GXI Group, directors, and employees from and against any and all direct losses, liabilities, damages, operational costs, or regulatory fines arising out of, or resulting from, any breach of this Confidentiality section or unauthorized disclosure of GXI's Confidential Information by the Partner, its employees, representatives, or its designated Authorized Users.
- Exclusions and Compelled Disclosure. Confidential Information excludes data that is or becomes public through no fault of the Partner. If the Partner is legally compelled by a court order or regulatory mandate to disclose GXI's Confidential Information, the Partner shall, to the extent legally permitted, provide GXI with immediate written notice so that GXI may seek a protective order. In such case, the Partner may only disclose that portion of Confidential Information legally required to be disclosed.
- Breach Reporting and Survival. The Partner must notify GXI immediately upon discovering any unauthorized leak, credential compromise, or security breach involving GXI's Confidential Information, and shall cooperate fully to mitigate the issue. These obligations shall remain binding throughout the duration of the Partner's account activation and shall survive for five (5) years following account deactivation or permanent termination, provided that technical trade secrets shall remain protected indefinitely.
Intellectual Property Rights- Ownership of the Platform and Services. The Partner acknowledges and agrees that the GXI Group, and its licensors, retain sole and exclusive ownership of all right, title, and interest in and to the Platform, the Platform Utilities, and all related software, applications, source code, user interfaces, branding, logos, trademarks, data analytics, and operational systems. Nothing in these Terms and Conditions shall be construed as a transfer, assignment, or sale of any intellectual property rights from GXI to the Partner.
- Limited License Grant. Subject to the Partner's continuous compliance with these Terms and Conditions, the General Terms and Conditions, the respective Product-Specific Terms and Conditions, and the prompt payment of any applicable fees, GXI grants the Partner a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license to access and use the Platform and Platform Utilities strictly for its internal business operations during the term of its account activation. The Partner shall not:
- Copy, modify, adapt, translate, or create derivative works of the Platform or its source code;
- Reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or underlying algorithms of the Platform; or
- Rent, lease, sublicense, resell, or distribute access to the Platform to any unauthorized third party.
- Partner Content and Trademarks. The Partner retains full ownership of all logos, brand assets, trademarks, trade names, and business data uploaded or submitted by the Partner or its Authorized Users to the Platform (collectively, "Partner Content").
- License to GXI: The Partner grants GXI a worldwide, non-exclusive, royalty-free, and limited license to host, display, use, and process the Partner Content strictly as necessary to provide the Services, display the Partner’s branding on payment interfaces, generate transaction receipts, and fulfill GXI's operational obligations under these Terms and Conditions, the General Terms and Conditions, the respective Product-Specific Terms and Conditions.
- Warranty: The Partner represents and warrants that it holds all necessary intellectual property rights, licenses, and consents to utilize and upload the Partner Content, and that such content does not infringe upon the intellectual property rights of any third party.
- Feedback and Analytics. If the Partner or any of its Authorized Users provide GXI with suggestions, feedback, or ideas regarding modifications or optimizations to the Platform, GXI shall have the absolute right to utilize, implement, and commercialize such feedback without any financial obligation, restriction, or credit due to the Partner. Furthermore, GXI retains exclusive ownership over all aggregated, anonymized, and non-personally identifiable data and transactional analytics generated by the system, which may be processed for system performance, machine learning, and business insights.
Security Requirements and Anti-Fraud and Illegal Activities- The Third Party Security Requirements ("TPSR") and Anti-Fraud and Illegal Activities (“AFIA”) Terms and Conditions (found at https://gcash.com/third-party-security/dashboard) shall govern all security and anti-fraud requirements pursuant to these Terms and Conditions where the Partner, its Authorized Users, or permitted subcontractors: (i) access, store, process, or transmit data (including personal data); (ii) integrate with or access the Platform, or any GXI Group systems or resources; and/or (iii) represent any member of the GXI Group or use their respective Intellectual Property. The latest TPSR and AFIA on the above website shall govern the access and use of the Platform, and availment of Services, and shall supersede all previously executed versions between the Parties.
- Unless otherwise agreed in writing, the Partner shall be afforded a sixty (60) day grace period from the receipt of GXI’s notice of any future amendment to the TPSR or AFIA to achieve full compliance with its terms.
- 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 Platform and full compliance with Applicable Laws. Failure to comply within such period shall grant GXI the right to immediately suspend access to the Platform and Services without liability.
Miscellaneous- Governing Law and Dispute Resolution. These Terms and Conditions shall be governed by, and construed in accordance with, the laws of the Republic of the Philippines. Any legal action, suit, or proceeding arising out of or relating to these Terms shall be instituted exclusively in the proper courts of Taguig City, Metro Manila, Philippines, to the exclusion of all other alternative venues.
- Non-Assignment. The Partner shall not assign, transfer, encumber, or sublicense any of its rights, duties, or obligations under these Terms and Conditions without the express, prior written consent of GXI. Any unauthorized assignment shall be deemed null and void from its inception.
- Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction or regulatory authority to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be severed or modified only to the minimum extent necessary to make it valid and enforceable.
- Entire Agreement. These Terms and Conditions, together with the General Terms and Conditions and any applicable Product-Specific Terms and Conditions incorporated herein, constitute the entire agreement between GXI and the Partner regarding the access and use of the G4B platform portal, and supersede all prior or contemporaneous electronic communications, oral agreements, or written arrangements between the Parties.
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