Transaction Settlement and Operating Rules

These Transaction Settlement and Operating Rules (“Rules”) form an integral part of, and are legally incorporated by reference into, the General Terms and Conditions for GXI Services (the "General T&C") and the applicable Agreement Documents executed between GXI and the Partner. Capitalized terms used but not explicitly defined herein shall have the meanings ascribed to them in the General T&C. The specialized terms and procedures set forth below supplement the General T&C and the applicable Service T&Cs or offline Statements of Work (each a “SOW”). In accordance with the contractual hierarchy of the General T&C, if a Service T&C or SOW explicitly dictates specific rules on settlement, reconciliation, refunds, settlement dispute handling, or settlement support, such Service-specific provisions shall govern and prevail solely with respect to that specific GXI Service. 

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1. DEFINITIONS
   ‍As used herein, the following terms shall have the following meanings:
   1. “Auto-debit Authorization” or “ADA” means the document in the form prescribed by GXI that authorizes GXI to debit amounts due or receivable from the Partner, from the Partner Wallet.
   2. “Credit Note” means the document in the form prescribed by GXI that notifies the Partner of an amount due or payable to Partner.
   3. “Daily Transactions Report” means a report issued by GXI that compiles all successful transactions carried out on a particular calendar day. It provides a detailed record for the Partner, aiding in the reconciliation of these transactions with their internal records.
   4. “Debit Note” means the document in the form prescribed by GXI that notifies the Partner of an amount due or payable to GXI.
   5. “Non-Standard Settlement Dispute” means any transaction or report mismatch raised by the Partner via a Notice of Dispute that is caused by complex operational or technical exceptions. This includes Platform outages affecting most partners, multi-subsidiary tracking issues, or errors that require data validation from external banks, networks, or clearing houses.
   6. “Notice of Dispute” means the formal, written communication issued by the Partner to GXI’s designated support channels that contests a specific invoice, fee, Net Settlement calculation, Settlement Report, or Daily Transactions Report.
   7. “Reconciliation Report” means a report prepared by the Partner to support disputes regarding the Daily Transactions Report provided by GXI. It includes detailed evidence of transaction records and provides comprehensive computations and explanations on how the total amount of disputed transactions was determined.
   8. “Settlement Report” means a report generated by GXI detailing the number of transactions successfully processed by the Partner through the Services within a chosen timeframe. It serves as an official record of transactions, including the date to which those transactions were settled to the Partner's nominated bank account.
   9. “Standard Settlement Dispute” means any daily transaction or report mismatch raised by the Partner via a Notice of Dispute that is caused by normal processing lags or system cut-offs within the core GXI System, where GXI’s internal investigation timeline is determined strictly by the chronological age of the disputed data.
2. SETTLEMENT
   1. Unless otherwise provided in a Service T&C or SOW, GXI shall make a settlement to the nominated bank account of the Partner daily on a T+1 basis, where T is the posted date of the transaction in the Partner Wallet, exclusively on Business Days. The settlement shall be processed via PesoNet, subject to Philippine Payment and Settlement System (PhilPasSS) availability and cut-off times.
   2. The settlement amount consists of all successful transactions processed by Partner through the Services and paid by its customers. Subject to the terms of the applicable Service T&C or SOW, this amount is either (i) settled net of applicable fees, with the fees deducted directly from the transaction total before payment is disbursed to Partner; or (ii) settled in full, with the applicable fees invoiced separately to Partner by GXI.
   3. Transactions occurring on weekends and holidays will be settled to the Partner nominated bank account on the next Business Day.
   4. GXI reserves the right to withhold or delay settlement if GXI, in its sole but reasonable discretion, identifies a risk of Fraud, Unauthorized Use of Services, or potential violation of Applicable Laws, including but not limited to AFASA.
   5. GXI shall provide a Settlement Report to the Partner on each settlement date.
   6. Any disputes regarding the Settlement Reports versus the amount credited to the Partner’s nominated bank account must be raised via a Notice of Dispute by the Partner to GXI within five (5) Business Days from receipt of the Settlement Report. In the absence of a Notice of Dispute during this period, the Settlement Report and settlement made by GXI shall be conclusively deemed correct and final.
   7. GXI will respond to disputes in accordance with the Service Level Agreement (SLA) on Settlement Disputes as outlined in these Rules.
   8. In the event of any over-settlement, GXI will issue a Debit Note to the Partner. The Partner shall acknowledge and agree to the details of the debit charges.
   9. For all agreed Debit Notes, the Partner consents to the automatic debit of the over-settlement amount from the Partner Wallet, within three (3) Business Days from the issuance of the Debit Note. The Partner shall execute an Auto Debit Authorization (ADA) form (if not submitted during Partner onboarding) and submit it to GXI together with the signed Debit Note.
   10. In the case of under-settlement, GXI will issue a Credit Note to the Partner. The Partner will acknowledge and agree to the details of the credit items. GXI shall credit the under-settled amount to the Partner's nominated bank account within three (3) Business Days from the issuance of the Credit Note.
   11. In both cases of over-settlement and under-settlement, the Partner shall provide its agreement and confirmation to the Debit Note or Credit Note (whichever is applicable) via email or other GXI designated channel, including through the Platform.

1. TAX REGISTRATION FOR INVOICING AND SETTLEMENT
   1. All invoicing and settlement documentation shall be processed under the registered business name and Taxpayer Identification Number (TIN) in the Partner’s BIR Certificate of Registration (Form 2303) and tax forms submitted by the Partner during onboarding.
   2. The Partner is under a continuous obligation to maintain accurate tax records with GXI. Any subsequent changes to the Partner’s legal status, business name, or TIN must be reported to GXI in writing at least thirty (30) calendar days prior to the effective date of the change.
   3. The Partner acknowledges that any failure to submit, verify, or update its tax documentation shall result in an immediate operational mismatch. In such cases, to ensure absolute compliance with applicable tax laws and central bank regulations, GXI reserves the right, in its sole discretion and without liability, to immediately delay or suspend daily Net Settlements, freeze the Partner Wallet, or withhold all pending bank disbursements until the Partner updates its tax records.
2. RECONCILIATION
   1. The Partner is responsible for performing daily transaction reconciliation.
   2. GXI will provide a Daily Transactions Report to the Partner. This report will include all successful transactions for that calendar day, which the Partner shall use for reconciliation against their records.
   3. The Partner must notify GXI in writing of any dispute regarding the Daily Transactions Report within five (5) Business Days from receiving it. In the absence of a notice of dispute during this period, the Daily Transactions Report shall be deemed correct and final.
   4. Disputes from the Partner regarding the Daily Transactions Report must be supported by a Partner Reconciliation Report.
   5. If a disputed transaction is deemed valid by GXI, it will be settled in favor of the Partner. GXI will make a settlement to the Partner's nominated bank account within three (3) Business Days from resolution of the dispute. Disputed transactions proven to be invalid will be settled in favor of GXI.
   6. The Parties agree to negotiate and settle all disputed amounts in good faith within a maximum period of ten (10) Business Days from the issuance of the Notice of Dispute. If the dispute is not settled by the Parties, the same may be resolved in accordance with the dispute resolution framework set forth in the General T&C.
   7. Depending on the scope of engagement, implementation, and nature of the products or services provided by the Partner, GXI may require Partner to submit a daily transactions report in the form prescribed by GXI to aid with reconciliation activities. In such cases, Partners are required to submit a daily transactions report to GXI no later than 8:00 A.M. each calendar day.
   8. Parties shall agree on the mechanism for handling of floating items or those transactions that are not successfully posted resulting from the daily reconciliation process.
3. PARTNER AND CUSTOMER SUPPORT
   1. In the event that the Partner encounters any technical or customer-related concerns, the authorized Representative of the Partner shall promptly raise such issues with the GXI partner support team by sending an email to merchantsupport@gcash.com
   2. The GXI partner support team shall have the right to contact the Partner regarding any technical or customer-related issues raised by either the Partner or the customer. The Partner shall respond to such communications within twenty-four (24) hours.
   3. The Partner must respond to all customer refund or reversal requests within seven (7) Business Days of the request being raised. Failure to do so grants GXI the right to debit the Partner Wallet and process the refund or reversal for the transactions in question.
   4. GXI shall contact the Partner through its designated Contact Person(s) listed in the applicable Agreement Documents.
4. PARTNER INITIATED REFUNDS
   1. Partner is responsible for directly facilitating refunds to its customers through the API refund capability provided by GXI.
   2. Refunds processed through GXI must be initiated and completed within One Hundred Eighty (180) calendar days from the date of payment. Any refund request exceeding this period shall be processed and settled by the Partner directly with the customer, independent of the Platform, GXI System, and Services. Upon the expiration of this 180-day window, GXI shall have no further obligation to facilitate, track, or verify such refunds, and GXI shall have no liability for any failure, delay, or dispute arising from the Partner’s direct settlement with the customer.
   3. The Partner agrees that refunds to customers will be deducted from their Partner Wallet.
   4. In cases where a refund fails due to insufficient funds in the Partner Wallet, the following procedures apply:
      • Non-urgent cases with balance but insufficient: The Partner is required to monitor their account balance until it is sufficient to process the refund.
      • Urgent cases without balance: The Partner should submit a written refund request to the GXI Partner support team.
   5. When a Partner requests an urgent refund through the GXI Partner support team, Partner acknowledges that GXI may advance the amount to be refunded to the customer. In such a case, GXI will issue a Debit Note to the Partner, who must acknowledge and agree to the details of the debit charges. The Partner shall reimburse GXI within three (3) Business Days from the issuance of a Debit Note.
   6. If the Partner prefers to use GCash as the mode for refunds but does not agree to the issuance of a Debit Note, they may request a prefunded Fund Disbursement Wallet from GXI. This option facilitates all cases of failed refunds, including those exceeding the allowed refund period of 180 days. GXI will provide the Partner with prefunding wallet transaction reports for the prefunded Fund Disbursement Wallet.
   7. Errors may occur when using the API for refunds. In such instances, the Partner should request GXI to validate the transaction status:
      • If successful, GXI will notify the Partner of the transaction's success status.
      • If failed, GXI may advance the refund amount to the customer. In such case, GXI will issue a Debit Note to the Partner, who must acknowledge and agree to the details of the debit charges. The Partner shall reimburse GXI within three (3) Business Days from the issuance of a Debit Note.
5. CUSTOMER INITIATED REFUNDS
   1. Customer refund concerns received by the GXI customer support team shall be coordinated with the Partner for verification and validation.
   2. Partner must respond to GXI’s request for verification and validation of customer refund concerns within seven (7) Business Days from the date of receipt of notice from the GXI customer support team. Failure to respond within this timeframe will result in the closure of the refund concern in favor of the customer, and GXI shall have the right to debit the Partner Wallet and process the refund for the transactions in question.
   3. In cases where the Partner Wallet has insufficient balance, GXI may, in its sole discretion and without any obligation to do so, advance the amount to be refunded to the customer. In such a case, GXI will issue a Debit Note to the Partner, who must acknowledge and agree to the details of the debit charges. The Partner shall reimburse GXI within three (3) Business Days from the issuance of a Debit Note.
   4. Customer-initiated refund concerns may be rejected by the Partner during verification and validation, provided that the Partner furnishes the customer and GXI with supporting documents to support such rejection. GXI's support team may appropriately respond to the customer and close the refund concern.
   5. All refund concerns closed in favor of the customer are considered valid and final.
   6. In cases where errors occur while using the API refund, the Partner shall request GXI to validate the status of the transaction:
      • If successful, GXI will notify the Partner of the transaction's success status.
      • If failed, GXI may advance the refund amount to the customer. In such a case, GXI will issue a Debit Note to the Partner, who must acknowledge and agree to the details of the debit charges. The Partner shall reimburse GXI within three (3) Business Days from the issuance of a Debit Note.
   7. If the Partner does not agree to the issuance of a Debit Note, it may request a prefunded Fund Disbursement Wallet from GXI to handle all cases of failed refunds. GXI will provide the Partner with a transaction report of the prefunded Fund Disbursement Wallet upon request.
   8. As necessary, GXI will assist the Partner in the technical resolution or reconciliation of transaction information. GXI will address issues specific to the Platform and GXI System independently, with the Partner assisting in any reconciliation of transaction information.
6. REFUND MONITORING
   1. The Partner acknowledges that refunds may be initiated either by the Partner via API or by a Customer via the GXI customer support team. The Partner shall be solely responsible for monitoring, reconciling, and managing all refund requests across both channels. The Partner must implement necessary controls to prevent double recovery (i.e., a Customer receiving a refund through both the API and GXI for the same transaction). In the event of a double recovery, the Partner shall bear all associated financial losses and shall not hold GXI liable for any duplicate payouts.

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