For and in consideration of Asia United Bank Corporation (the “Bank”) providing a suite of cash management services (the “AUB BizKit”) in favor of the client (the “Client”) for purposes of servicing the business and/or financial requirements of the Client, the Bank and the Client (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

Section 1.01 Term; Scope

(a) The Bank shall provide the Client with the AUB BizKit, under the terms and conditions herein provided (as the same may be amended, supplemented or revised from time to time, these “Terms and Conditions”). These Terms and Conditions shall continue to be valid and binding upon the Parties for so long as the AUB BizKit (or any module thereof) remains installed in the system of the Client.

(b) The Bank may modify the scope of the foregoing service at any time during the term hereof upon written notice to the Client.

Section 1.02 Installation of Software

(a) The Bank shall provide and install in the Client’s designated device/s the relevant software for the AUB BizKit (the “Software”) on a date and in a place mutually agreed upon by the Parties; provided, that the Client hereby represents and warrants that such designated device/s shall at all times meet the minimum specifications prescribed by the Bank from time to time.

(b) As needed based on the type of AUB BizKit product/functionality selected by the Client, the Client’s authorized signatory/ies shall designate an administrator or several administrators authorized to create user accounts, to designate makers and checkers/approvers for functionalities of the Software, to manage user access levels and/or to otherwise change Software settings. The designation of such administrator/s and/or any change thereto shall be made by the authorized signatory/ies of the Client in writing addressed to the Branch; provided, that the Client hereby understands and agrees that any notice of change in such designation shall be provided by the Client to the Branch at least ten (10) banking days prior to the effective date of such change in order for the Branch to have sufficient time to implement the same; provided, further, that such change in designation shall only be effective upon confirmation by the Branch that such requested change has been effected by the Bank; provided, finally, that all transactions initiated and/or approved on the Software prior to the Bank’s confirmation that it had given effect to such change in designation shall be binding upon the Client and considered duly authorized. All instructions, creations, modifications, designations and/or other transactions undertaken by the Client’s administrator/s and other users in or in relation to the Software shall be conclusive upon the Client and deemed by the Bank as fully authorized and correct.

(c) Upon installation of the Software, the Bank shall provide the relevant manuals to the Client and conduct a three (3)-day training on the Software to no more than three (3) designated personnel of the Client, which number of persons shall include the administrator/s designated by the Client. In case the Client requests the Bank for an extension of the said initial training or any additional training on the Software, whether due to lack of proper turnover and training of its newly designated personnel by the Client or any other reason, the same shall be subject to the then prevailing training fee of the Bank quoted on a per day basis (exclusive of accommodations and other incidental fees and costs) and to the availability of qualified personnel or trainers of the Bank.

(d) The Bank shall have the sole option to upgrade the Software at any time at no cost to the Client.

(e) The Client shall be deemed to have accepted the Software (including any upgrades thereof) upon installation thereof in the Client’s designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Client’s data or device due to any defect or corruption of the Software by reason of or connected with such installation.

Section 1.03 Required Registration and/or Enrollment

To fully access and utilize the features of the AUB BizKit, the Client shall register and enroll (as applicable): (i) its CheckBanker and/or eBanker account at https://www.aub.com.ph; (ii) its eGov account at https://www.bancnetonline.com/egov; and (iii) its employees as payroll account holders, in case of Payroll Organizer and/or NetPay Payroll Organizer and/or HRIS account.

Section 2.01 Deposit Account

(a) For the services of the Bank under the AUB BizKit, the Client shall open and establish a checking or savings account or designate an existing checking or savings account (in either case, the “Deposit Account”, and the account holder of the Deposit Account, the “Account Holder”) with any branch of the Bank (such branch of account, the “Branch”). Upon opening thereof and for so long as the Client avails of the AUB BizKit, the Account Holder shall (and the Client shall ensure that the Account Holder shall) maintain standing to the credit of the Deposit Account such minimum monthly average daily balance required by the Bank from time to time for the services/modules of the AUB BizKit availed of by the Client. The details of the Deposit Account shall be provided by the Client to the Bank in writing immediately upon opening or designation thereof.

(b) In the event that the Account Holder fails to meet the minimum monthly average daily balance contemplated under sub-paragraph (a) of this Section 2.01 in a particular month, the Account Holder shall be charged the then applicable service fee for such services/modules of the AUB BizKit availed of by the Client. For clarity, such service fee shall be on top of any service fee, transaction fee or other such charges applicable to specific AUB BizKit products, as set forth in the specific terms and conditions applicable for such AUB BizKit product/module availed of by the Client. The service fee contemplated under this sub-paragraph (b) shall be payable immediately on the succeeding month and automatically debited from the Deposit Account when due without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Accordingly, the Account Holder hereby authorizes the Bank to automatically debit from the Deposit Account such fees contemplated under this sub-paragraph (b), as well as all other fees, costs, expenses and taxes payable by the Client and/or the Account Holder under the AUB BizKit, as and when due and without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Moreover, the Account Holder hereby waives, to the minimum extent permitted by law, its rights under bank secrecy laws, rules and regulations as may be sufficient and/or necessary for the Bank to determine compliance with the agreed minimum monthly average daily balance and/or to implement the authorization to debit the Deposit Account as contemplated hereunder. This authority, as well as the waiver under this sub-paragraph (b), shall remain in full force and effect until revoked with the written consent of the Bank.

Section 3.01 Representations and Warranties

Each of the Account Holder and the Client hereby represents and warrants, for itself, that as of the date of the Conforme Sheet and as of the end of each month during the term of validity and binding effect of these Terms and Conditions on the Parties:

(a) in case it is a juridical person, it is duly organized, validly existing and in good standing under the laws of the Republic of the Philippines;

(b) its business has the requisite governmental approvals and licenses to operate in the Republic of the Philippines;

(c) it has full power and authority, and the legal right, to execute, deliver and perform its obligations in relation to the AUB BizKit;

(d) neither the execution and delivery of the agreements relating to the AUB BizKit nor its compliance with or performance of these Terms and Conditions, including the Client’s use of the AUB BizKit, (x) will contravene any laws of the Republic of the Philippines or its charter, or (y) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party;

(e) these Terms and Conditions, as well as all other agreements relating to the AUB BizKit, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(f) with respect to the Client only, its designated device/s in which the Software is installed is/are suitable and compatible with the Software;

(g) with respect to the Client only, it will use the AUB BizKit for legitimate and legal purposes;

(h) it will at all times comply with the laws of the Republic of the Philippines in the use of the AUB BizKit and/or the Software (with respect to the Client only) and/or in the use and operation of the Deposit Account (with respect to the Account Holder only), including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(i) it will monitor the transactions undertaken with respect to the AUB BizKit (with respect to the Client only) and/or the Deposit Account (with respect to the Account Holder only) for purposes of preventing and detecting cases of money laundering and terrorist financing;

(j) with respect to the Client only, it has in place a reliable and acceptable customer identification system and training program, and in case it is not a covered person under prevailing anti-money laundering laws, rules and regulations, it shall work with the Bank in ensuring that such of its employees and/or representatives using the AUB BizKit undergo a training program equivalent to that being undertaken by the Bank for the Bank’s employees engaged in similar activity;

(k) it has obtained the requisite consents from the relevant data subjects for the collection, processing, use, disclosure and/or storage of personal data in relation to the performance of the transactions contemplated under these Terms and Conditions and/or the AUB BizKit;

(l) none of the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are in any way sourced from or related to terrorist financing, money laundering, or other criminal activity;

(m) the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are sourced from existing bona fide and legitimate transactions;

(n) with respect to the Client only, it has in place adequate policies, processes and infrastructure to ensure that access to the AUB BizKit is secure and limited to authorized personnel only, and to maintain the integrity and confidentiality of personal data; and

(e) it is not in violation of any law, rule or regulation of the Republic of the Philippines, or in default with respect to any judgment, writ, injunction, decree or order of any governmental authority, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations.

Section 3.02 Covenants

The Client hereby undertakes and covenants in favor of the Bank that for so long as the AUB BizKit (or any part of the Software) is installed in the device/s of the Client:

(a) as soon as reasonably possible, it shall assign and maintain a competent compliance liaison officer to coordinate with the Bank on the necessary training and/or handling of all anti-money laundering laws and/or compliance matters;

(b) it shall monitor at all times the transactions related to its use of the AUB BizKit and/or the Software, and undertake the necessary steps and precautions, to timely and effectively detect and prevent instances of money laundering, including but not limited to (x) obtaining documents to properly identify the persons covered or availing of the benefits under the AUB BizKit and/or to establish the legitimacy of the sources of the relevant transactions, and (y) taking the required actions to improve and/or revise its policies and procedures to comply with applicable laws, rules and regulations;

(c) it shall ensure that the Account Holder maintains the Deposit Account in active status and that the balance standing to the credit of the Deposit Account shall at all times be in an amount necessary for compliance with the applicable minimum monthly average daily balance;

(d) it shall comply with the laws of the Republic of the Philippines in the use of the AUB BizKit, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(e) it shall immediately defend and indemnify the Bank against, and hold the Bank free and harmless from, any and all losses, claims, damages, liabilities or related expenses, including attorney’s fees, properly incurred by or asserted by any third party against the Bank arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding brought, asserted or commenced by any third party related to the use of the Software and/or the execution, delivery and performance of, or the consummation of any transactions contemplated under, these Terms and Conditions and the agreements related to the Client’s use/availment of the AUB BizKit, including compliance by the Bank with any applicable law or order of any court, tribunal or governmental authority of competent jurisdiction; provided, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of the Bank;

(f) in case of a security incident within the meaning of data privacy laws, rules and regulations, it shall inform AUB in writing of such fact as soon as possible but in no case later than twenty-four (24) hours from knowledge thereof, together with information as to the steps that it has undertaken and/or will undertake to handle such security incident;

(g) it shall immediately provide AUB all information necessary to show compliance with its anti-money laundering and/or data privacy obligations under these Terms and Conditions; and

(h) it shall at all times respect the proprietary and intellectual property rights of the Bank in the AUB BizKit and/or the Software, including any updates thereto, as well as in all brochures, manuals, files, documents and other literature or material pertaining to the AUB BizKit and/or the Software; accordingly, it shall not, or permit any third party to, at any time disassemble, decompile, copy, modify or reverse engineer the Software or any part thereof.

Section 4.01 Intellectual Property Rights

The Client hereby acknowledges that all proprietary rights relating to or in connection with the AUB logo, the AUB name, the AUB BizKit and/or the Software (including any updates thereto), as well as in all brochures, manuals, files, documents and other literature and/or material pertaining to the AUB Bizkit and/or the Software, shall at all times vest and remain vested in the Bank. Accordingly, the Client hereby acknowledges that the Bank has granted the Client a non-exclusive license to use the AUB BizKit and the Software solely for the Client’s lawful business and/or legitimate financial requirements, to be used only and strictly in accordance with these Terms and Conditions.

Section 4.02 Termination

(a) In the event that the Bank determines that it is unlawful for it to continue providing any of the services under the AUB BizKit, then upon written notice thereof to the Client, the Bank may suspend and/or terminate the Client’s access to the AUB BizKit, without the Bank incurring any liability.

(b) The Client may terminate its availment of the services under the AUB BizKit upon thirty (30) calendar days’ prior written notice to the Bank, unless the Bank agrees in writing to a shorter termination effective date.

(c) The Bank may immediately terminate the Client’s access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Bank’s regulators require such termination, (ii) any representation or warranty made by the Client under these Terms and Conditions proves to be false or misleading in any material respect as of the date it is made or deemed to have been made, (iii) the Bank determines that the Client has misused the AUB BizKit and/or the Software, (iv) the Bank determines that the Account Holder has misused the Deposit Account and/or the Deposit Account becomes inactive and/or the Deposit Account has been closed, (v) the Client and/or the Account Holder has violated these Terms and Conditions and/or any agreement relating to the AUB BizKit, (vi) the Client and/or the Account Holder has died (or has been dissolved), (vii) the Client and/or the Account Holder becomes insolvent or bankrupt or ceases for any reason to pay its debts as they fall due, or becomes involved (whether voluntarily or involuntarily) in proceedings for insolvency or bankruptcy, or there occurs any act or event which the Bank determines will materially and adversely affect the ability of the Client and/or the Account Holder to perform its obligations under these Terms and Conditions.

(d) Immediately upon the termination of the Client’s access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Client’s premises to uninstall, remove and recover the Software from the relevant device/s of the Client, and (ii) return and surrender to the Bank, without need of notice or demand, all brochures, manuals, files, documents and other materials containing the Bank’s intellectual property and/or otherwise pertaining to the Software and/or the AUB BizKit.

(e) For the avoidance of doubt, the authority to debit granted to the Bank hereunder shall remain in full force and effect until all amounts owing to the Bank shall have been paid in full by the Client and/or the Account Holder.

Section 4.03 Notices

(a) Notices and other communications permitted or required to be given under these Terms and Conditions shall be made in writing in the English language and shall be delivered by hand or overnight courier service, or sent by facsimile or by electronic mail, to the relevant Party at the contact information stated in the Conforme Sheet.

(b) Notices to the Account Holder shall be sent to the contact information stated in the relevant Customer Information Sheet of the Account Holder with the Branch, and shall be sent in accordance with the standard terms and conditions governing deposit accounts maintained with the Bank.

(c) The Client shall ensure that its contact information stated in the Conforme Sheet, and the Account Holder’s contact information stated in the Customer Information Sheet, are all updated and correct. Any Party may change any of its notice details upon written notice thereof to the other Party, in which case, such change in notice details shall only be effective on the date such written notification shall have actually been acknowledged as received by the other Party.

(d) All notices and other communications given to any Party hereunder shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or upon successful transmission if sent by facsimile or by electronic mail.

Section 4.04 Governing Law; Venue for Suits

These Terms and Conditions, and all agreements pertaining to the AUB BizKit, shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute relating to these Terms and Conditions and all agreements pertaining to the AUB BizKit shall be brought exclusively before the proper courts of Pasig City, Metro Manila.

Section 4.05 Headings

The section headings contained in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof.

Section 4.06 Severability

In the event that any one or more of the provisions contained hereunder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.07 Entire Agreement

These Terms and Conditions (together with the Conforme Sheet and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client) shall constitute the entire agreement and understanding between the Bank and the Client and shall supersede all prior negotiations, understandings, memoranda and agreements (both written and oral) between them with respect to the subject matter hereof, whether signed or unsigned by any or all of them and/or their respective representatives. However, the standard terms and conditions governing deposit accounts maintained with the Bank shall continue to be applicable to the Deposit Account.

Section 4.08 Amendment

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, may be revised, amended or supplemented in writing by the Bank, subject to notice to the Client in such manner deemed by the Bank reasonable and in accordance with applicable laws, rules and regulations. For the avoidance of doubt, the Client’s continued use of the AUB BizKit shall constitute the Client’s unqualified agreement to these Terms and Conditions and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, as amended, supplemented or revised from time to time.

Section 4.09 Assignment

Neither the Client nor the Account Holder may assign or transfer any of its rights and/or obligations in relation to the AUB BizKit without the prior written consent of the Bank

Section 4.10 Waiver

No failure or delay of any Party in exercising any power or right under these Terms and Conditions or any agreement relating to the AUB BizKit shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, prelude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of these Terms and Conditions or of any agreement relating to the AUB BizKit, or consent to any departure by such Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which the same was given. No notice or demand on a Party and/or the Account Holder in any case shall entitle such Party and/or the Account Holder to any other or further notice or demand in similar or other circumstances.

Section 4.11 Binding Effect

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing hereunder, whether express or implied, shall be construed to confer upon any person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or by reason hereunder.

For and in consideration of Asia United Bank Corporation (the “Bank”) providing a suite of cash management services (the “AUB BizKit”) in favor of the client (the “Client”) for purposes of servicing the business and/or financial requirements of the Client, the Bank and the Client (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

Section 1.01 Term; Scope

(a) The Bank shall provide the Client with the AUB BizKit, under the terms and conditions herein provided (as the same may be amended, supplemented or revised from time to time, these “Terms and Conditions”). These Terms and Conditions shall continue to be valid and binding upon the Parties for so long as the AUB BizKit (or any module thereof) remains installed in the system of the Client.

(b) The Bank may modify the scope of the foregoing service at any time during the term hereof upon written notice to the Client.

Section 1.02 Installation of Software

(a) The Bank shall provide and install in the Client’s designated device/s the relevant software for the AUB BizKit (the “Software”) on a date and in a place mutually agreed upon by the Parties; provided, that the Client hereby represents and warrants that such designated device/s shall at all times meet the minimum specifications prescribed by the Bank from time to time.

(b) As needed based on the type of AUB BizKit product/functionality selected by the Client, the Client’s authorized signatory/ies shall designate an administrator or several administrators authorized to create user accounts, to designate makers and checkers/approvers for functionalities of the Software, to manage user access levels and/or to otherwise change Software settings. The designation of such administrator/s and/or any change thereto shall be made by the authorized signatory/ies of the Client in writing addressed to the Branch; provided, that the Client hereby understands and agrees that any notice of change in such designation shall be provided by the Client to the Branch at least ten (10) banking days prior to the effective date of such change in order for the Branch to have sufficient time to implement the same; provided, further, that such change in designation shall only be effective upon confirmation by the Branch that such requested change has been effected by the Bank; provided, finally, that all transactions initiated and/or approved on the Software prior to the Bank’s confirmation that it had given effect to such change in designation shall be binding upon the Client and considered duly authorized. All instructions, creations, modifications, designations and/or other transactions undertaken by the Client’s administrator/s and other users in or in relation to the Software shall be conclusive upon the Client and deemed by the Bank as fully authorized and correct.

(c) Upon installation of the Software, the Bank shall provide the relevant manuals to the Client and conduct a three (3)-day training on the Software to no more than three (3) designated personnel of the Client, which number of persons shall include the administrator/s designated by the Client. In case the Client requests the Bank for an extension of the said initial training or any additional training on the Software, whether due to lack of proper turnover and training of its newly designated personnel by the Client or any other reason, the same shall be subject to the then prevailing training fee of the Bank quoted on a per day basis (exclusive of accommodations and other incidental fees and costs) and to the availability of qualified personnel or trainers of the Bank.

(d) The Bank shall have the sole option to upgrade the Software at any time at no cost to the Client.

(e) The Client shall be deemed to have accepted the Software (including any upgrades thereof) upon installation thereof in the Client’s designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Client’s data or device due to any defect or corruption of the Software by reason of or connected with such installation.

Section 1.03 Required Registration and/or Enrollment

To fully access and utilize the features of the AUB BizKit, the Client shall register and enroll (as applicable): (i) its CheckBanker and/or eBanker account at https://www.aub.com.ph; (ii) its eGov account at https://www.bancnetonline.com/egov; and (iii) its employees as payroll account holders, in case of Payroll Organizer and/or NetPay Payroll Organizer and/or HRIS account.

Section 2.01 Deposit Account

(a) For the services of the Bank under the AUB BizKit, the Client shall open and establish a checking or savings account or designate an existing checking or savings account (in either case, the “Deposit Account”, and the account holder of the Deposit Account, the “Account Holder”) with any branch of the Bank (such branch of account, the “Branch”). Upon opening thereof and for so long as the Client avails of the AUB BizKit, the Account Holder shall (and the Client shall ensure that the Account Holder shall) maintain standing to the credit of the Deposit Account such minimum monthly average daily balance required by the Bank from time to time for the services/modules of the AUB BizKit availed of by the Client. The details of the Deposit Account shall be provided by the Client to the Bank in writing immediately upon opening or designation thereof.

(b) In the event that the Account Holder fails to meet the minimum monthly average daily balance contemplated under sub-paragraph (a) of this Section 2.01 in a particular month, the Account Holder shall be charged the then applicable service fee for such services/modules of the AUB BizKit availed of by the Client. For clarity, such service fee shall be on top of any service fee, transaction fee or other such charges applicable to specific AUB BizKit products, as set forth in the specific terms and conditions applicable for such AUB BizKit product/module availed of by the Client. The service fee contemplated under this sub-paragraph (b) shall be payable immediately on the succeeding month and automatically debited from the Deposit Account when due without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Accordingly, the Account Holder hereby authorizes the Bank to automatically debit from the Deposit Account such fees contemplated under this sub-paragraph (b), as well as all other fees, costs, expenses and taxes payable by the Client and/or the Account Holder under the AUB BizKit, as and when due and without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Moreover, the Account Holder hereby waives, to the minimum extent permitted by law, its rights under bank secrecy laws, rules and regulations as may be sufficient and/or necessary for the Bank to determine compliance with the agreed minimum monthly average daily balance and/or to implement the authorization to debit the Deposit Account as contemplated hereunder. This authority, as well as the waiver under this sub-paragraph (b), shall remain in full force and effect until revoked with the written consent of the Bank.

Section 3.01 Representations and Warranties

Each of the Account Holder and the Client hereby represents and warrants, for itself, that as of the date of the Conforme Sheet and as of the end of each month during the term of validity and binding effect of these Terms and Conditions on the Parties:

(a) in case it is a juridical person, it is duly organized, validly existing and in good standing under the laws of the Republic of the Philippines;

(b) its business has the requisite governmental approvals and licenses to operate in the Republic of the Philippines;

(c) it has full power and authority, and the legal right, to execute, deliver and perform its obligations in relation to the AUB BizKit;

(d) neither the execution and delivery of the agreements relating to the AUB BizKit nor its compliance with or performance of these Terms and Conditions, including the Client’s use of the AUB BizKit, (x) will contravene any laws of the Republic of the Philippines or its charter, or (y) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party;

(e) these Terms and Conditions, as well as all other agreements relating to the AUB BizKit, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(f) with respect to the Client only, its designated device/s in which the Software is installed is/are suitable and compatible with the Software;

(g) with respect to the Client only, it will use the AUB BizKit for legitimate and legal purposes;

(h) it will at all times comply with the laws of the Republic of the Philippines in the use of the AUB BizKit and/or the Software (with respect to the Client only) and/or in the use and operation of the Deposit Account (with respect to the Account Holder only), including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(i) it will monitor the transactions undertaken with respect to the AUB BizKit (with respect to the Client only) and/or the Deposit Account (with respect to the Account Holder only) for purposes of preventing and detecting cases of money laundering and terrorist financing;

(j) with respect to the Client only, it has in place a reliable and acceptable customer identification system and training program, and in case it is not a covered person under prevailing anti-money laundering laws, rules and regulations, it shall work with the Bank in ensuring that such of its employees and/or representatives using the AUB BizKit undergo a training program equivalent to that being undertaken by the Bank for the Bank’s employees engaged in similar activity;

(k) it has obtained the requisite consents from the relevant data subjects for the collection, processing, use, disclosure and/or storage of personal data in relation to the performance of the transactions contemplated under these Terms and Conditions and/or the AUB BizKit;

(l) none of the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are in any way sourced from or related to terrorist financing, money laundering, or other criminal activity;

(m) the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are sourced from existing bona fide and legitimate transactions;

(n) with respect to the Client only, it has in place adequate policies, processes and infrastructure to ensure that access to the AUB BizKit is secure and limited to authorized personnel only, and to maintain the integrity and confidentiality of personal data; and

(e) it is not in violation of any law, rule or regulation of the Republic of the Philippines, or in default with respect to any judgment, writ, injunction, decree or order of any governmental authority, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations.

Section 3.02 Covenants

The Client hereby undertakes and covenants in favor of the Bank that for so long as the AUB BizKit (or any part of the Software) is installed in the device/s of the Client:

(a) as soon as reasonably possible, it shall assign and maintain a competent compliance liaison officer to coordinate with the Bank on the necessary training and/or handling of all anti-money laundering laws and/or compliance matters;

(b) it shall monitor at all times the transactions related to its use of the AUB BizKit and/or the Software, and undertake the necessary steps and precautions, to timely and effectively detect and prevent instances of money laundering, including but not limited to (x) obtaining documents to properly identify the persons covered or availing of the benefits under the AUB BizKit and/or to establish the legitimacy of the sources of the relevant transactions, and (y) taking the required actions to improve and/or revise its policies and procedures to comply with applicable laws, rules and regulations;

(c) it shall ensure that the Account Holder maintains the Deposit Account in active status and that the balance standing to the credit of the Deposit Account shall at all times be in an amount necessary for compliance with the applicable minimum monthly average daily balance;

(d) it shall comply with the laws of the Republic of the Philippines in the use of the AUB BizKit, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(e) it shall immediately defend and indemnify the Bank against, and hold the Bank free and harmless from, any and all losses, claims, damages, liabilities or related expenses, including attorney’s fees, properly incurred by or asserted by any third party against the Bank arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding brought, asserted or commenced by any third party related to the use of the Software and/or the execution, delivery and performance of, or the consummation of any transactions contemplated under, these Terms and Conditions and the agreements related to the Client’s use/availment of the AUB BizKit, including compliance by the Bank with any applicable law or order of any court, tribunal or governmental authority of competent jurisdiction; provided, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of the Bank;

(f) in case of a security incident within the meaning of data privacy laws, rules and regulations, it shall inform AUB in writing of such fact as soon as possible but in no case later than twenty-four (24) hours from knowledge thereof, together with information as to the steps that it has undertaken and/or will undertake to handle such security incident;

(g) it shall immediately provide AUB all information necessary to show compliance with its anti-money laundering and/or data privacy obligations under these Terms and Conditions; and

(h) it shall at all times respect the proprietary and intellectual property rights of the Bank in the AUB BizKit and/or the Software, including any updates thereto, as well as in all brochures, manuals, files, documents and other literature or material pertaining to the AUB BizKit and/or the Software; accordingly, it shall not, or permit any third party to, at any time disassemble, decompile, copy, modify or reverse engineer the Software or any part thereof.

Section 4.01 Intellectual Property Rights

The Client hereby acknowledges that all proprietary rights relating to or in connection with the AUB logo, the AUB name, the AUB BizKit and/or the Software (including any updates thereto), as well as in all brochures, manuals, files, documents and other literature and/or material pertaining to the AUB Bizkit and/or the Software, shall at all times vest and remain vested in the Bank. Accordingly, the Client hereby acknowledges that the Bank has granted the Client a non-exclusive license to use the AUB BizKit and the Software solely for the Client’s lawful business and/or legitimate financial requirements, to be used only and strictly in accordance with these Terms and Conditions.

Section 4.02 Termination

(a) In the event that the Bank determines that it is unlawful for it to continue providing any of the services under the AUB BizKit, then upon written notice thereof to the Client, the Bank may suspend and/or terminate the Client’s access to the AUB BizKit, without the Bank incurring any liability.

(b) The Client may terminate its availment of the services under the AUB BizKit upon thirty (30) calendar days’ prior written notice to the Bank, unless the Bank agrees in writing to a shorter termination effective date.

(c) The Bank may immediately terminate the Client’s access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Bank’s regulators require such termination, (ii) any representation or warranty made by the Client under these Terms and Conditions proves to be false or misleading in any material respect as of the date it is made or deemed to have been made, (iii) the Bank determines that the Client has misused the AUB BizKit and/or the Software, (iv) the Bank determines that the Account Holder has misused the Deposit Account and/or the Deposit Account becomes inactive and/or the Deposit Account has been closed, (v) the Client and/or the Account Holder has violated these Terms and Conditions and/or any agreement relating to the AUB BizKit, (vi) the Client and/or the Account Holder has died (or has been dissolved), (vii) the Client and/or the Account Holder becomes insolvent or bankrupt or ceases for any reason to pay its debts as they fall due, or becomes involved (whether voluntarily or involuntarily) in proceedings for insolvency or bankruptcy, or there occurs any act or event which the Bank determines will materially and adversely affect the ability of the Client and/or the Account Holder to perform its obligations under these Terms and Conditions.

(d) Immediately upon the termination of the Client’s access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Client’s premises to uninstall, remove and recover the Software from the relevant device/s of the Client, and (ii) return and surrender to the Bank, without need of notice or demand, all brochures, manuals, files, documents and other materials containing the Bank’s intellectual property and/or otherwise pertaining to the Software and/or the AUB BizKit.

(e) For the avoidance of doubt, the authority to debit granted to the Bank hereunder shall remain in full force and effect until all amounts owing to the Bank shall have been paid in full by the Client and/or the Account Holder.

Section 4.03 Notices

(a) Notices and other communications permitted or required to be given under these Terms and Conditions shall be made in writing in the English language and shall be delivered by hand or overnight courier service, or sent by facsimile or by electronic mail, to the relevant Party at the contact information stated in the Conforme Sheet.

(b) Notices to the Account Holder shall be sent to the contact information stated in the relevant Customer Information Sheet of the Account Holder with the Branch, and shall be sent in accordance with the standard terms and conditions governing deposit accounts maintained with the Bank.

(c) The Client shall ensure that its contact information stated in the Conforme Sheet, and the Account Holder’s contact information stated in the Customer Information Sheet, are all updated and correct. Any Party may change any of its notice details upon written notice thereof to the other Party, in which case, such change in notice details shall only be effective on the date such written notification shall have actually been acknowledged as received by the other Party.

(d) All notices and other communications given to any Party hereunder shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or upon successful transmission if sent by facsimile or by electronic mail.

Section 4.04 Governing Law; Venue for Suits

These Terms and Conditions, and all agreements pertaining to the AUB BizKit, shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute relating to these Terms and Conditions and all agreements pertaining to the AUB BizKit shall be brought exclusively before the proper courts of Pasig City, Metro Manila.

Section 4.05 Headings

The section headings contained in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof.

Section 4.06 Severability

In the event that any one or more of the provisions contained hereunder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.07 Entire Agreement

These Terms and Conditions (together with the Conforme Sheet and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client) shall constitute the entire agreement and understanding between the Bank and the Client and shall supersede all prior negotiations, understandings, memoranda and agreements (both written and oral) between them with respect to the subject matter hereof, whether signed or unsigned by any or all of them and/or their respective representatives. However, the standard terms and conditions governing deposit accounts maintained with the Bank shall continue to be applicable to the Deposit Account.

Section 4.08 Amendment

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, may be revised, amended or supplemented in writing by the Bank, subject to notice to the Client in such manner deemed by the Bank reasonable and in accordance with applicable laws, rules and regulations. For the avoidance of doubt, the Client’s continued use of the AUB BizKit shall constitute the Client’s unqualified agreement to these Terms and Conditions and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, as amended, supplemented or revised from time to time.

Section 4.09 Assignment

Neither the Client nor the Account Holder may assign or transfer any of its rights and/or obligations in relation to the AUB BizKit without the prior written consent of the Bank

Section 4.10 Waiver

No failure or delay of any Party in exercising any power or right under these Terms and Conditions or any agreement relating to the AUB BizKit shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, prelude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of these Terms and Conditions or of any agreement relating to the AUB BizKit, or consent to any departure by such Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which the same was given. No notice or demand on a Party and/or the Account Holder in any case shall entitle such Party and/or the Account Holder to any other or further notice or demand in similar or other circumstances.

Section 4.11 Binding Effect

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing hereunder, whether express or implied, shall be construed to confer upon any person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or by reason hereunder.

For and in consideration of Asia United Bank Corporation (the “Bank”) providing a suite of cash management services (the “AUB BizKit”) in favor of the client (the “Client”) for purposes of servicing the business and/or financial requirements of the Client, the Bank and the Client (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

Section 1.01 Term; Scope

(a) The Bank shall provide the Client with the AUB BizKit, under the terms and conditions herein provided (as the same may be amended, supplemented or revised from time to time, these “Terms and Conditions”). These Terms and Conditions shall continue to be valid and binding upon the Parties for so long as the AUB BizKit (or any module thereof) remains installed in the system of the Client.

(b) The Bank may modify the scope of the foregoing service at any time during the term hereof upon written notice to the Client.

Section 1.02 Installation of Software

(a) The Bank shall provide and install in the Client’s designated device/s the relevant software for the AUB BizKit (the “Software”) on a date and in a place mutually agreed upon by the Parties; provided, that the Client hereby represents and warrants that such designated device/s shall at all times meet the minimum specifications prescribed by the Bank from time to time.

(b) As needed based on the type of AUB BizKit product/functionality selected by the Client, the Client’s authorized signatory/ies shall designate an administrator or several administrators authorized to create user accounts, to designate makers and checkers/approvers for functionalities of the Software, to manage user access levels and/or to otherwise change Software settings. The designation of such administrator/s and/or any change thereto shall be made by the authorized signatory/ies of the Client in writing addressed to the Branch; provided, that the Client hereby understands and agrees that any notice of change in such designation shall be provided by the Client to the Branch at least ten (10) banking days prior to the effective date of such change in order for the Branch to have sufficient time to implement the same; provided, further, that such change in designation shall only be effective upon confirmation by the Branch that such requested change has been effected by the Bank; provided, finally, that all transactions initiated and/or approved on the Software prior to the Bank’s confirmation that it had given effect to such change in designation shall be binding upon the Client and considered duly authorized. All instructions, creations, modifications, designations and/or other transactions undertaken by the Client’s administrator/s and other users in or in relation to the Software shall be conclusive upon the Client and deemed by the Bank as fully authorized and correct.

(c) Upon installation of the Software, the Bank shall provide the relevant manuals to the Client and conduct a three (3)-day training on the Software to no more than three (3) designated personnel of the Client, which number of persons shall include the administrator/s designated by the Client. In case the Client requests the Bank for an extension of the said initial training or any additional training on the Software, whether due to lack of proper turnover and training of its newly designated personnel by the Client or any other reason, the same shall be subject to the then prevailing training fee of the Bank quoted on a per day basis (exclusive of accommodations and other incidental fees and costs) and to the availability of qualified personnel or trainers of the Bank.

(d) The Bank shall have the sole option to upgrade the Software at any time at no cost to the Client.

(e) The Client shall be deemed to have accepted the Software (including any upgrades thereof) upon installation thereof in the Client’s designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Client’s data or device due to any defect or corruption of the Software by reason of or connected with such installation.

Section 1.03 Required Registration and/or Enrollment

To fully access and utilize the features of the AUB BizKit, the Client shall register and enroll (as applicable): (i) its CheckBanker and/or eBanker account at https://www.aub.com.ph; (ii) its eGov account at https://www.bancnetonline.com/egov; and (iii) its employees as payroll account holders, in case of Payroll Organizer and/or NetPay Payroll Organizer and/or HRIS account.

Section 2.01 Deposit Account

(a) For the services of the Bank under the AUB BizKit, the Client shall open and establish a checking or savings account or designate an existing checking or savings account (in either case, the “Deposit Account”, and the account holder of the Deposit Account, the “Account Holder”) with any branch of the Bank (such branch of account, the “Branch”). Upon opening thereof and for so long as the Client avails of the AUB BizKit, the Account Holder shall (and the Client shall ensure that the Account Holder shall) maintain standing to the credit of the Deposit Account such minimum monthly average daily balance required by the Bank from time to time for the services/modules of the AUB BizKit availed of by the Client. The details of the Deposit Account shall be provided by the Client to the Bank in writing immediately upon opening or designation thereof.

(b) In the event that the Account Holder fails to meet the minimum monthly average daily balance contemplated under sub-paragraph (a) of this Section 2.01 in a particular month, the Account Holder shall be charged the then applicable service fee for such services/modules of the AUB BizKit availed of by the Client. For clarity, such service fee shall be on top of any service fee, transaction fee or other such charges applicable to specific AUB BizKit products, as set forth in the specific terms and conditions applicable for such AUB BizKit product/module availed of by the Client. The service fee contemplated under this sub-paragraph (b) shall be payable immediately on the succeeding month and automatically debited from the Deposit Account when due without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Accordingly, the Account Holder hereby authorizes the Bank to automatically debit from the Deposit Account such fees contemplated under this sub-paragraph (b), as well as all other fees, costs, expenses and taxes payable by the Client and/or the Account Holder under the AUB BizKit, as and when due and without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Moreover, the Account Holder hereby waives, to the minimum extent permitted by law, its rights under bank secrecy laws, rules and regulations as may be sufficient and/or necessary for the Bank to determine compliance with the agreed minimum monthly average daily balance and/or to implement the authorization to debit the Deposit Account as contemplated hereunder. This authority, as well as the waiver under this sub-paragraph (b), shall remain in full force and effect until revoked with the written consent of the Bank.

Section 3.01 Representations and Warranties

Each of the Account Holder and the Client hereby represents and warrants, for itself, that as of the date of the Conforme Sheet and as of the end of each month during the term of validity and binding effect of these Terms and Conditions on the Parties:

(a) in case it is a juridical person, it is duly organized, validly existing and in good standing under the laws of the Republic of the Philippines;

(b) its business has the requisite governmental approvals and licenses to operate in the Republic of the Philippines;

(c) it has full power and authority, and the legal right, to execute, deliver and perform its obligations in relation to the AUB BizKit;

(d) neither the execution and delivery of the agreements relating to the AUB BizKit nor its compliance with or performance of these Terms and Conditions, including the Client’s use of the AUB BizKit, (x) will contravene any laws of the Republic of the Philippines or its charter, or (y) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party;

(e) these Terms and Conditions, as well as all other agreements relating to the AUB BizKit, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(f) with respect to the Client only, its designated device/s in which the Software is installed is/are suitable and compatible with the Software;

(g) with respect to the Client only, it will use the AUB BizKit for legitimate and legal purposes;

(h) it will at all times comply with the laws of the Republic of the Philippines in the use of the AUB BizKit and/or the Software (with respect to the Client only) and/or in the use and operation of the Deposit Account (with respect to the Account Holder only), including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(i) it will monitor the transactions undertaken with respect to the AUB BizKit (with respect to the Client only) and/or the Deposit Account (with respect to the Account Holder only) for purposes of preventing and detecting cases of money laundering and terrorist financing;

(j) with respect to the Client only, it has in place a reliable and acceptable customer identification system and training program, and in case it is not a covered person under prevailing anti-money laundering laws, rules and regulations, it shall work with the Bank in ensuring that such of its employees and/or representatives using the AUB BizKit undergo a training program equivalent to that being undertaken by the Bank for the Bank’s employees engaged in similar activity;

(k) it has obtained the requisite consents from the relevant data subjects for the collection, processing, use, disclosure and/or storage of personal data in relation to the performance of the transactions contemplated under these Terms and Conditions and/or the AUB BizKit;

(l) none of the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are in any way sourced from or related to terrorist financing, money laundering, or other criminal activity;

(m) the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are sourced from existing bona fide and legitimate transactions;

(n) with respect to the Client only, it has in place adequate policies, processes and infrastructure to ensure that access to the AUB BizKit is secure and limited to authorized personnel only, and to maintain the integrity and confidentiality of personal data; and

(e) it is not in violation of any law, rule or regulation of the Republic of the Philippines, or in default with respect to any judgment, writ, injunction, decree or order of any governmental authority, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations.

Section 3.02 Covenants

The Client hereby undertakes and covenants in favor of the Bank that for so long as the AUB BizKit (or any part of the Software) is installed in the device/s of the Client:

(a) as soon as reasonably possible, it shall assign and maintain a competent compliance liaison officer to coordinate with the Bank on the necessary training and/or handling of all anti-money laundering laws and/or compliance matters;

(b) it shall monitor at all times the transactions related to its use of the AUB BizKit and/or the Software, and undertake the necessary steps and precautions, to timely and effectively detect and prevent instances of money laundering, including but not limited to (x) obtaining documents to properly identify the persons covered or availing of the benefits under the AUB BizKit and/or to establish the legitimacy of the sources of the relevant transactions, and (y) taking the required actions to improve and/or revise its policies and procedures to comply with applicable laws, rules and regulations;

(c) it shall ensure that the Account Holder maintains the Deposit Account in active status and that the balance standing to the credit of the Deposit Account shall at all times be in an amount necessary for compliance with the applicable minimum monthly average daily balance;

(d) it shall comply with the laws of the Republic of the Philippines in the use of the AUB BizKit, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(e) it shall immediately defend and indemnify the Bank against, and hold the Bank free and harmless from, any and all losses, claims, damages, liabilities or related expenses, including attorney’s fees, properly incurred by or asserted by any third party against the Bank arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding brought, asserted or commenced by any third party related to the use of the Software and/or the execution, delivery and performance of, or the consummation of any transactions contemplated under, these Terms and Conditions and the agreements related to the Client’s use/availment of the AUB BizKit, including compliance by the Bank with any applicable law or order of any court, tribunal or governmental authority of competent jurisdiction; provided, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of the Bank;

(f) in case of a security incident within the meaning of data privacy laws, rules and regulations, it shall inform AUB in writing of such fact as soon as possible but in no case later than twenty-four (24) hours from knowledge thereof, together with information as to the steps that it has undertaken and/or will undertake to handle such security incident;

(g) it shall immediately provide AUB all information necessary to show compliance with its anti-money laundering and/or data privacy obligations under these Terms and Conditions; and

(h) it shall at all times respect the proprietary and intellectual property rights of the Bank in the AUB BizKit and/or the Software, including any updates thereto, as well as in all brochures, manuals, files, documents and other literature or material pertaining to the AUB BizKit and/or the Software; accordingly, it shall not, or permit any third party to, at any time disassemble, decompile, copy, modify or reverse engineer the Software or any part thereof.

Section 4.01 Intellectual Property Rights

The Client hereby acknowledges that all proprietary rights relating to or in connection with the AUB logo, the AUB name, the AUB BizKit and/or the Software (including any updates thereto), as well as in all brochures, manuals, files, documents and other literature and/or material pertaining to the AUB Bizkit and/or the Software, shall at all times vest and remain vested in the Bank. Accordingly, the Client hereby acknowledges that the Bank has granted the Client a non-exclusive license to use the AUB BizKit and the Software solely for the Client’s lawful business and/or legitimate financial requirements, to be used only and strictly in accordance with these Terms and Conditions.

Section 4.02 Termination

(a) In the event that the Bank determines that it is unlawful for it to continue providing any of the services under the AUB BizKit, then upon written notice thereof to the Client, the Bank may suspend and/or terminate the Client’s access to the AUB BizKit, without the Bank incurring any liability.

(b) The Client may terminate its availment of the services under the AUB BizKit upon thirty (30) calendar days’ prior written notice to the Bank, unless the Bank agrees in writing to a shorter termination effective date.

(c) The Bank may immediately terminate the Client’s access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Bank’s regulators require such termination, (ii) any representation or warranty made by the Client under these Terms and Conditions proves to be false or misleading in any material respect as of the date it is made or deemed to have been made, (iii) the Bank determines that the Client has misused the AUB BizKit and/or the Software, (iv) the Bank determines that the Account Holder has misused the Deposit Account and/or the Deposit Account becomes inactive and/or the Deposit Account has been closed, (v) the Client and/or the Account Holder has violated these Terms and Conditions and/or any agreement relating to the AUB BizKit, (vi) the Client and/or the Account Holder has died (or has been dissolved), (vii) the Client and/or the Account Holder becomes insolvent or bankrupt or ceases for any reason to pay its debts as they fall due, or becomes involved (whether voluntarily or involuntarily) in proceedings for insolvency or bankruptcy, or there occurs any act or event which the Bank determines will materially and adversely affect the ability of the Client and/or the Account Holder to perform its obligations under these Terms and Conditions.

(d) Immediately upon the termination of the Client’s access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Client’s premises to uninstall, remove and recover the Software from the relevant device/s of the Client, and (ii) return and surrender to the Bank, without need of notice or demand, all brochures, manuals, files, documents and other materials containing the Bank’s intellectual property and/or otherwise pertaining to the Software and/or the AUB BizKit.

(e) For the avoidance of doubt, the authority to debit granted to the Bank hereunder shall remain in full force and effect until all amounts owing to the Bank shall have been paid in full by the Client and/or the Account Holder.

Section 4.03 Notices

(a) Notices and other communications permitted or required to be given under these Terms and Conditions shall be made in writing in the English language and shall be delivered by hand or overnight courier service, or sent by facsimile or by electronic mail, to the relevant Party at the contact information stated in the Conforme Sheet.

(b) Notices to the Account Holder shall be sent to the contact information stated in the relevant Customer Information Sheet of the Account Holder with the Branch, and shall be sent in accordance with the standard terms and conditions governing deposit accounts maintained with the Bank.

(c) The Client shall ensure that its contact information stated in the Conforme Sheet, and the Account Holder’s contact information stated in the Customer Information Sheet, are all updated and correct. Any Party may change any of its notice details upon written notice thereof to the other Party, in which case, such change in notice details shall only be effective on the date such written notification shall have actually been acknowledged as received by the other Party.

(d) All notices and other communications given to any Party hereunder shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or upon successful transmission if sent by facsimile or by electronic mail.

Section 4.04 Governing Law; Venue for Suits

These Terms and Conditions, and all agreements pertaining to the AUB BizKit, shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute relating to these Terms and Conditions and all agreements pertaining to the AUB BizKit shall be brought exclusively before the proper courts of Pasig City, Metro Manila.

Section 4.05 Headings

The section headings contained in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof.

Section 4.06 Severability

In the event that any one or more of the provisions contained hereunder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.07 Entire Agreement

These Terms and Conditions (together with the Conforme Sheet and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client) shall constitute the entire agreement and understanding between the Bank and the Client and shall supersede all prior negotiations, understandings, memoranda and agreements (both written and oral) between them with respect to the subject matter hereof, whether signed or unsigned by any or all of them and/or their respective representatives. However, the standard terms and conditions governing deposit accounts maintained with the Bank shall continue to be applicable to the Deposit Account.

Section 4.08 Amendment

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, may be revised, amended or supplemented in writing by the Bank, subject to notice to the Client in such manner deemed by the Bank reasonable and in accordance with applicable laws, rules and regulations. For the avoidance of doubt, the Client’s continued use of the AUB BizKit shall constitute the Client’s unqualified agreement to these Terms and Conditions and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, as amended, supplemented or revised from time to time.

Section 4.09 Assignment

Neither the Client nor the Account Holder may assign or transfer any of its rights and/or obligations in relation to the AUB BizKit without the prior written consent of the Bank

Section 4.10 Waiver

No failure or delay of any Party in exercising any power or right under these Terms and Conditions or any agreement relating to the AUB BizKit shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, prelude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of these Terms and Conditions or of any agreement relating to the AUB BizKit, or consent to any departure by such Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which the same was given. No notice or demand on a Party and/or the Account Holder in any case shall entitle such Party and/or the Account Holder to any other or further notice or demand in similar or other circumstances.

Section 4.11 Binding Effect

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing hereunder, whether express or implied, shall be construed to confer upon any person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or by reason hereunder.

1. Definitions

As used in this Schedule, the following capitalized terms shall mean:

“Account” shall mean the Deposit Account or any other deposit account that may be agreed between the Client and the Bank as the deposit account from which payments through the ePayment Facility shall be debited;

“ePayment” shall mean payment through any or all of the following means to such payee/s designated by the Client for such amounts to be debited by the Bank from the Account: (i) issuance of manager’s check/s; (ii) crediting an account with the Bank; (iii) crediting an account with another institution through InstaPay; (iv) batch crediting of accounts with another institution through PESONet;

“Payment Date” shall mean the payment date indicated in a Request;

“Request” shall mean the payment instructions initiated by the Client through the ePayment Facility and received by the Bank, which Request is understood to be funded by proceeds of the Account.

2. Obligations of the Bank

(a) Upon receipt of a Request, the Bank shall store the relevant data and retrieve the same on the Payment Date for processing and disbursement of the ePayment. The Client agrees that the Bank shall have no obligation to verify the accuracy of any data stated in such Request and/or to confirm the legitimacy or authority of any instruction contained in such Request. The Request shall specifically state whether proceeds of such payment shall be released by the Bank to the payee itself (or such payee’s authorized representative) or to an authorized representative of the Client.

(b) Prior to processing a Request on the Payment Date, the Bank shall confirm whether the funds standing to the credit of the Account shall be sufficient to cover the payment amount indicated in such Request, together with any applicable service fees. In case of insufficiency of funds, the Bank shall have the right to refuse to implement a Request; provided, that once the funds standing to the credit of the Account shall be sufficient to fully carry out such Request (as well as the payment of any applicable service fees), the Bank shall proceed to perform such Request without need of waiting for confirmation or other further instructions from the Client. The Client understands that the Bank shall strive, but shall not be obligated, to inform the Client in the event of insufficiency of funds as contemplated under this sub- paragraph, and that the Client shall be responsible for keeping the Account fully funded to cover the transactions contemplated under this Schedule.

(c) In addition to insufficiency of funds under paragraph 2(b) of this Schedule, the Client agrees that the Bank shall have the right to refuse the performance of a Request in case of any of the following instances, without the Bank incurring any liability: (i) incomplete information stated on such Request, preventing the Bank from processing the same, (ii) doubt by the Bank on the authenticity of such Request, or (iii) incorrect payee account information, preventing the completion of the ePayment under such Request. The Client understands that the payee’s bank may adopt certain policies and procedures requiring only the confirmation of the recipient account number (without confirming or checking the correctness of other recipient account information, such as account name). Accordingly, the Client understands that the Bank may proceed to complete the release of funds to the payee upon confirmation by the payee’s bank that the account number stated in the Request is valid, without inquiring with the payee’s bank the correctness of the other account information of the payee. As such, the Client shall hold the Bank free and harmless from, and shall defend and indemnify the Bank against, any claim or liability arising from or otherwise related to the reliance by the Bank on the account number indicated on the Request and/or the confirmation by the payee’s bank with respect to the same.

(d) In case of a Request instructing the Bank to issue a manager’s check in favor of a designated payee, the Bank shall only print out, issue and release such manager’s check at the branch of the Bank indicated on the Request and only to and in the presence of the designated payee itself (or its authorized representative) or the authorized representative of the Client, as applicable based on the details stated on the Request. Immediately upon issuance of such manager’s check, the Bank shall debit the Account the amount stated on the manager’s check plus applicable service fees.

(e) The Client agrees that payment under a Request shall be deemed made and completed upon (i) crediting of the account with the Bank stated in such Request, (ii) the release of the relevant manager’s check under paragraph 2(d) of this Schedule, or (iii) receipt by the institution stated in such Request as being the institution where the destination account is maintained, as the case may be.

(f) The Parties agree that the following documents shall be presented by the individual claiming the manager’s check subject of a Request, without prejudice to prevailing policies and procedures of the Bank

The Client agrees that the Bank shall be entitled to rely on the foregoing documents submitted by or on behalf of the payee, and the Bank shall not be required to make any further verification as to the identity and/or due authority of the payee or its representative upon submission of the foregoing documents; provided, that to comply with its internal processes and procedures and/or with applicable laws, rules and regulations, including anti-money laundering legislation, the Bank shall have the option of requiring additional identification documents or further information from the payee or the payee’s representative.

(g) In case of a Request instructing the Bank to release payment to the Client’s authorized representative in the form of a manager’s check, and such manager’s check remains unclaimed by the relevant payee from the Client, the Client may surrender the unclaimed manager’s check to the Bank and request the Bank to cancel the same. Accordingly, the Bank shall proceed to cancel such manager’s check and credit the amount thereof back to the Account. The Client agrees that any claim or demand by such unpaid payee by reason of or otherwise in relation to the cancellation of such unclaimed manager’s check at the instructions of the Client shall be settled between such payee and the Client, without need of any involvement by the Bank.

(h) Upon written request of the Client, the Bank shall timely provide the Client with an electronic report (through secure file transfer or API integration) of all ePayments completed for such period specified in the request. Notwithstanding the foregoing, the Client understands that the Bank’s Preferred Online Banking Facility, access to which shall be granted to the Client under the terms and conditions thereof, has a feature that permits the Client to view details of ePayments made hereunder. In case of any discrepancy between the records of the Client and/or the details of ePayments provided by the Bank through such electronic report or the Bank’s Preferred Online Banking Facility, the Client shall notify the Bank of such discrepancy in writing within three (3) calendar days from transaction date for proper handling; otherwise, the Client shall be deemed to have conclusively accepted the same.

(i) In addition to all other indemnity undertakings of the Client to the Bank, the Client hereby holds the Bank free and harmless from, and shall defend and indemnify the Bank against, any and all claims, damages, liabilities or losses whatsoever arising from or otherwise relate to the Bank’s performance of any and all Requests, including: (i) any misdelivery of payment; provided, that the Bank shall have performed such Request faithfully in accordance with the details indicated in such Request, (ii) any delay or failure to complete such Request within the period indicated thereon due to force majeure, as contemplated under paragraph F of this Schedule.

3. Obligations of Client

(a) The Client shall enroll in the Bank’s Preferred Online Banking Facility

(b) The Client shall ensure that the electronic data sent to the Bank contain all the information required for the Bank to process the Request, which at the minimum shall be the information contemplated in paragraph C(c) of this Schedule.

(c )All Requests shall be sent at least twenty-four (24) hours from the intended date of release of ePayment, in form prescribed by the Bank and substantially similar to Annex B-ePayment, which shall at the minimum contain all of the following information: (i) Payment Date, (ii) amount payable to the payee, (iii) mode of payment, (iv) payee name (in case of payment through manager’s check, such name shall be considered as the payee name to be stated on the face of such manager’s check), (v) payee account information (account number, account name, institution in which the account is maintained), in case of ePayment through credit to account, (vi) amount of applicable withholding tax and value-added tax.

(d) All Requests are deemed final, conclusive and binding upon the Client; any change, modification, cancellation or retrieval thereof shall be on a best effort basis. In any event, all requests for cancellations, revisions, or modifications of a previously transmitted Request must be received by the Bank through the Bank’s Preferred Online Banking Facility at least three (3) Banking Days prior to the Payment Date indicated on such Request.

4. Lost or Stolen Manager’s Checks

Upon written request from the Client and submission of a duly notarized affidavit of loss issued by the payee (in case of an individual-payee) or the authorized representative of the payee (in case of an juridical person-payee) or the authorized representative of the Client (in case the lost/stolen manager’s check was released to the Client pursuant to the relevant Request) the Bank shall replace such lost/stolen manager’s check and issue the corresponding stop payment order thereon; provided, that such manager’s check purported to be lost/stolen shall not have been presented to the Bank for encashment prior to the Bank’s receipt of such written request and affidavit of loss contemplated hereunder. Accordingly, the Client hereby undertakes to hold the Bank free and harmless from, and shall defend and indemnify the Bank against, any claim, loss, damage or liability arising from or otherwise related to the reliance by the Bank on such affidavit of loss provided hereunder and/or the issuance by the Bank of such replacement manager’s check and/or the issuance by the Bank of such stop payment order and/or the Bank’s dishonor of the manager’s check claimed to have been lost/stolen. The Client agrees that notwithstanding the indemnity obligations under this paragraph, the Bank may in its discretion require the payee and/or the Client to sign, execute and deliver a separate indemnity agreement prior to the issuance of such replacement manager’s check and/or the issuance of such stop payment order.

5. Service Fees

(a) In case of a Request instructing the Bank to issue a manager’s check in favor of the designated payee, the Bank shall collect from the Client a service fee, as set forth in the ePayment Application Form.

(b) In case of a Request instructing the Bank to credit the account of a designated payee with the Bank, no service fee shall be collected by the Bank in implementing the Request.

(c) In case of a Request instructing the Bank to credit, whether through InstaPay or PESONet, an account of the designated payee maintained with an institution other than the Bank, the Bank shall be entitled to collect a service fee for each transaction at the prevailing rate imposed by the Bank for the same. The Bank shall apprise the Client of such service fee as stated in the ePayment Application Form.

(d) The Client agrees that the Bank may waive, decrease or increase any of the foregoing service fees and/or impose additional service fees for the transactions contemplated hereunder at any time during the term hereof, subject to reasonable notice to the Client.

6. Limitation of Liability

(a) The Bank hereby covenants in favor of the Client that it shall exert best efforts reasonable under the circumstances at continuing to provide the Client the services contemplated hereunder, notwithstanding technical or other system-wide difficulties. However, the Bank shall in no event be held liable for any failure, delay or error in accepting, processing and implementing any Request arising from or related to events beyond the reasonable control of the Bank, such as but not limited to (i) calamities, catastrophes, pandemics, fires, explosions, earthquakes, floods, (ii) war, hostilities, strikes, bomb threats, riots, commotions, lockouts, acts or threats of terrorism, civil disturbance, (iii) acts of government, (iv) disruption in telecommunications, inaccessibility or error in payment gateways, blackouts, malicious damage to systems/infrastructure involved in the ePayment Facility. Moreover, the Bank shall in no event be held liable for any failure, delay or error in accepting, processing and implementing any Request for causes directly or indirectly attributable to the Client and/or the relevant payee and/or the officers, representatives, employees agents and/or personnel of the Client or the relevant payee.

(b) The Client agrees that notwithstanding diligent security measures and infrastructure instituted and implemented by the Bank, correspondence through electronic means may be vulnerable to errors or malicious attacks. To mitigate such risk, the Client hereby agrees to ensure that account/s and system/s that shall be used in opening, storing and handling reports, notices and/or information contemplated hereunder shall be maintained secure, with the appropriate vulnerability assessment and penetration testing regularly done and the appropriate access levels/restrictions consistently implemented.

The following guidelines govern the acceptance of valid ID cards for all types of financial transactions by banks:

a. Clients who engage in a financial transaction with covered institutions for the first time shall be required to present the original and submit a clear copy of at least two (2) valid photo bearing ID document issued by an official authority.

For this purpose, the term official authority shall refer to any of the following:

1. Passport
2. Driver’s license
3. PRC ID
4. NBI clearance
5. Police clearance
6. Postal ID
7. Voter’s ID
8. Barangay certification
9. GSIS e-Card
10. SSS card
11. Senior Citizen card
12. OWWA ID
13. OFW ID
14. Seaman’s book
15. Alien Certification of Registration/ Immigrant Certificate of Registration
16. Government office and GOCC ID (e.g., AFP, HDMF IDs)
17. Certification from the NCWDP
18. DSWD certification
19. IBP ID; and
20. Company IDs issued by private entities or institutions registered with or supervised or regulated either by the BSP, SEC or IC.

b. Students who are not yet of voting age, may be allowed to present the original and submit a clear copy of one (1) valid photo-bearing school ID duly signed by the principal or head of the school, along with other IDs, such as: along with other IDs, such as:

1. Birth Certificate;
2. Library ID;
3. Membership ID duly issued by any association or organization within the college or university and signed by the pertinent authority issuing the ID.

c. Banks shall require their clients to submit a clear copy of two (2) valid ID on a one-time basis only, or at the commencement of a business relationship. They shall require their clients to submit an updated photo and other relevant information whenever the need for it arises

ANNEX B – EPAYMENT

Y ¹ - Required only if Certificate of Creditable Tax (BIR Form 2307) will be printed
Y ² - Required only if credit to other bank (inskey 09; refer to Bank Codes sheet for valid values)
Y ³ - Required only for Cards Group
Y ⁴ - Required only if client requires account name validation
N ¹ - The value here will be superseded by the selected account no. upon uploading via Online Banking
N ² - The value here can be changed upon submission via Online Banking

For and in consideration of Asia United Bank Corporation (the “Bank”) providing a suite of cash management services (the “AUB BizKit”) in favor of the client (the “Client”) for purposes of servicing the business and/or financial requirements of the Client, the Bank and the Client (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

Section 1.01 Term; Scope

(a) The Bank shall provide the Client with the AUB BizKit, under the terms and conditions herein provided (as the same may be amended, supplemented or revised from time to time, these “Terms and Conditions”). These Terms and Conditions shall continue to be valid and binding upon the Parties for so long as the AUB BizKit (or any module thereof) remains installed in the system of the Client.

(b) The Bank may modify the scope of the foregoing service at any time during the term hereof upon written notice to the Client.

Section 1.02 Installation of Software

(a) The Bank shall provide and install in the Client’s designated device/s the relevant software for the AUB BizKit (the “Software”) on a date and in a place mutually agreed upon by the Parties; provided, that the Client hereby represents and warrants that such designated device/s shall at all times meet the minimum specifications prescribed by the Bank from time to time.

(b) As needed based on the type of AUB BizKit product/functionality selected by the Client, the Client’s authorized signatory/ies shall designate an administrator or several administrators authorized to create user accounts, to designate makers and checkers/approvers for functionalities of the Software, to manage user access levels and/or to otherwise change Software settings. The designation of such administrator/s and/or any change thereto shall be made by the authorized signatory/ies of the Client in writing addressed to the Branch; provided, that the Client hereby understands and agrees that any notice of change in such designation shall be provided by the Client to the Branch at least ten (10) banking days prior to the effective date of such change in order for the Branch to have sufficient time to implement the same; provided, further, that such change in designation shall only be effective upon confirmation by the Branch that such requested change has been effected by the Bank; provided, finally, that all transactions initiated and/or approved on the Software prior to the Bank’s confirmation that it had given effect to such change in designation shall be binding upon the Client and considered duly authorized. All instructions, creations, modifications, designations and/or other transactions undertaken by the Client’s administrator/s and other users in or in relation to the Software shall be conclusive upon the Client and deemed by the Bank as fully authorized and correct.

(c) Upon installation of the Software, the Bank shall provide the relevant manuals to the Client and conduct a three (3)-day training on the Software to no more than three (3) designated personnel of the Client, which number of persons shall include the administrator/s designated by the Client. In case the Client requests the Bank for an extension of the said initial training or any additional training on the Software, whether due to lack of proper turnover and training of its newly designated personnel by the Client or any other reason, the same shall be subject to the then prevailing training fee of the Bank quoted on a per day basis (exclusive of accommodations and other incidental fees and costs) and to the availability of qualified personnel or trainers of the Bank.

(d) The Bank shall have the sole option to upgrade the Software at any time at no cost to the Client.

(e) The Client shall be deemed to have accepted the Software (including any upgrades thereof) upon installation thereof in the Client’s designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Client’s data or device due to any defect or corruption of the Software by reason of or connected with such installation.

Section 1.03 Required Registration and/or Enrollment

To fully access and utilize the features of the AUB BizKit, the Client shall register and enroll (as applicable): (i) its CheckBanker and/or eBanker account at https://www.aub.com.ph; (ii) its eGov account at https://www.bancnetonline.com/egov; and (iii) its employees as payroll account holders, in case of Payroll Organizer and/or NetPay Payroll Organizer and/or HRIS account.

Section 2.01 Deposit Account

(a) For the services of the Bank under the AUB BizKit, the Client shall open and establish a checking or savings account or designate an existing checking or savings account (in either case, the “Deposit Account”, and the account holder of the Deposit Account, the “Account Holder”) with any branch of the Bank (such branch of account, the “Branch”). Upon opening thereof and for so long as the Client avails of the AUB BizKit, the Account Holder shall (and the Client shall ensure that the Account Holder shall) maintain standing to the credit of the Deposit Account such minimum monthly average daily balance required by the Bank from time to time for the services/modules of the AUB BizKit availed of by the Client. The details of the Deposit Account shall be provided by the Client to the Bank in writing immediately upon opening or designation thereof.

(b) In the event that the Account Holder fails to meet the minimum monthly average daily balance contemplated under sub-paragraph (a) of this Section 2.01 in a particular month, the Account Holder shall be charged the then applicable service fee for such services/modules of the AUB BizKit availed of by the Client. For clarity, such service fee shall be on top of any service fee, transaction fee or other such charges applicable to specific AUB BizKit products, as set forth in the specific terms and conditions applicable for such AUB BizKit product/module availed of by the Client. The service fee contemplated under this sub-paragraph (b) shall be payable immediately on the succeeding month and automatically debited from the Deposit Account when due without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Accordingly, the Account Holder hereby authorizes the Bank to automatically debit from the Deposit Account such fees contemplated under this sub-paragraph (b), as well as all other fees, costs, expenses and taxes payable by the Client and/or the Account Holder under the AUB BizKit, as and when due and without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Moreover, the Account Holder hereby waives, to the minimum extent permitted by law, its rights under bank secrecy laws, rules and regulations as may be sufficient and/or necessary for the Bank to determine compliance with the agreed minimum monthly average daily balance and/or to implement the authorization to debit the Deposit Account as contemplated hereunder. This authority, as well as the waiver under this sub-paragraph (b), shall remain in full force and effect until revoked with the written consent of the Bank.

Section 3.01 Representations and Warranties

Each of the Account Holder and the Client hereby represents and warrants, for itself, that as of the date of the Conforme Sheet and as of the end of each month during the term of validity and binding effect of these Terms and Conditions on the Parties:

(a) in case it is a juridical person, it is duly organized, validly existing and in good standing under the laws of the Republic of the Philippines;

(b) its business has the requisite governmental approvals and licenses to operate in the Republic of the Philippines;

(c) it has full power and authority, and the legal right, to execute, deliver and perform its obligations in relation to the AUB BizKit;

(d) neither the execution and delivery of the agreements relating to the AUB BizKit nor its compliance with or performance of these Terms and Conditions, including the Client’s use of the AUB BizKit, (x) will contravene any laws of the Republic of the Philippines or its charter, or (y) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party;

(e) these Terms and Conditions, as well as all other agreements relating to the AUB BizKit, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(f) with respect to the Client only, its designated device/s in which the Software is installed is/are suitable and compatible with the Software;

(g) with respect to the Client only, it will use the AUB BizKit for legitimate and legal purposes;

(h) it will at all times comply with the laws of the Republic of the Philippines in the use of the AUB BizKit and/or the Software (with respect to the Client only) and/or in the use and operation of the Deposit Account (with respect to the Account Holder only), including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(i) it will monitor the transactions undertaken with respect to the AUB BizKit (with respect to the Client only) and/or the Deposit Account (with respect to the Account Holder only) for purposes of preventing and detecting cases of money laundering and terrorist financing;

(j) with respect to the Client only, it has in place a reliable and acceptable customer identification system and training program, and in case it is not a covered person under prevailing anti-money laundering laws, rules and regulations, it shall work with the Bank in ensuring that such of its employees and/or representatives using the AUB BizKit undergo a training program equivalent to that being undertaken by the Bank for the Bank’s employees engaged in similar activity;

(k) it has obtained the requisite consents from the relevant data subjects for the collection, processing, use, disclosure and/or storage of personal data in relation to the performance of the transactions contemplated under these Terms and Conditions and/or the AUB BizKit;

(l) none of the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are in any way sourced from or related to terrorist financing, money laundering, or other criminal activity;

(m) the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are sourced from existing bona fide and legitimate transactions;

(n) with respect to the Client only, it has in place adequate policies, processes and infrastructure to ensure that access to the AUB BizKit is secure and limited to authorized personnel only, and to maintain the integrity and confidentiality of personal data; and

(e) it is not in violation of any law, rule or regulation of the Republic of the Philippines, or in default with respect to any judgment, writ, injunction, decree or order of any governmental authority, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations.

Section 3.02 Covenants

The Client hereby undertakes and covenants in favor of the Bank that for so long as the AUB BizKit (or any part of the Software) is installed in the device/s of the Client:

(a) as soon as reasonably possible, it shall assign and maintain a competent compliance liaison officer to coordinate with the Bank on the necessary training and/or handling of all anti-money laundering laws and/or compliance matters;

(b) it shall monitor at all times the transactions related to its use of the AUB BizKit and/or the Software, and undertake the necessary steps and precautions, to timely and effectively detect and prevent instances of money laundering, including but not limited to (x) obtaining documents to properly identify the persons covered or availing of the benefits under the AUB BizKit and/or to establish the legitimacy of the sources of the relevant transactions, and (y) taking the required actions to improve and/or revise its policies and procedures to comply with applicable laws, rules and regulations;

(c) it shall ensure that the Account Holder maintains the Deposit Account in active status and that the balance standing to the credit of the Deposit Account shall at all times be in an amount necessary for compliance with the applicable minimum monthly average daily balance;

(d) it shall comply with the laws of the Republic of the Philippines in the use of the AUB BizKit, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(e) it shall immediately defend and indemnify the Bank against, and hold the Bank free and harmless from, any and all losses, claims, damages, liabilities or related expenses, including attorney’s fees, properly incurred by or asserted by any third party against the Bank arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding brought, asserted or commenced by any third party related to the use of the Software and/or the execution, delivery and performance of, or the consummation of any transactions contemplated under, these Terms and Conditions and the agreements related to the Client’s use/availment of the AUB BizKit, including compliance by the Bank with any applicable law or order of any court, tribunal or governmental authority of competent jurisdiction; provided, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of the Bank;

(f) in case of a security incident within the meaning of data privacy laws, rules and regulations, it shall inform AUB in writing of such fact as soon as possible but in no case later than twenty-four (24) hours from knowledge thereof, together with information as to the steps that it has undertaken and/or will undertake to handle such security incident;

(g) it shall immediately provide AUB all information necessary to show compliance with its anti-money laundering and/or data privacy obligations under these Terms and Conditions; and

(h) it shall at all times respect the proprietary and intellectual property rights of the Bank in the AUB BizKit and/or the Software, including any updates thereto, as well as in all brochures, manuals, files, documents and other literature or material pertaining to the AUB BizKit and/or the Software; accordingly, it shall not, or permit any third party to, at any time disassemble, decompile, copy, modify or reverse engineer the Software or any part thereof.

Section 4.01 Intellectual Property Rights

The Client hereby acknowledges that all proprietary rights relating to or in connection with the AUB logo, the AUB name, the AUB BizKit and/or the Software (including any updates thereto), as well as in all brochures, manuals, files, documents and other literature and/or material pertaining to the AUB Bizkit and/or the Software, shall at all times vest and remain vested in the Bank. Accordingly, the Client hereby acknowledges that the Bank has granted the Client a non-exclusive license to use the AUB BizKit and the Software solely for the Client’s lawful business and/or legitimate financial requirements, to be used only and strictly in accordance with these Terms and Conditions.

Section 4.02 Termination

(a) In the event that the Bank determines that it is unlawful for it to continue providing any of the services under the AUB BizKit, then upon written notice thereof to the Client, the Bank may suspend and/or terminate the Client’s access to the AUB BizKit, without the Bank incurring any liability.

(b) The Client may terminate its availment of the services under the AUB BizKit upon thirty (30) calendar days’ prior written notice to the Bank, unless the Bank agrees in writing to a shorter termination effective date.

(c) The Bank may immediately terminate the Client’s access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Bank’s regulators require such termination, (ii) any representation or warranty made by the Client under these Terms and Conditions proves to be false or misleading in any material respect as of the date it is made or deemed to have been made, (iii) the Bank determines that the Client has misused the AUB BizKit and/or the Software, (iv) the Bank determines that the Account Holder has misused the Deposit Account and/or the Deposit Account becomes inactive and/or the Deposit Account has been closed, (v) the Client and/or the Account Holder has violated these Terms and Conditions and/or any agreement relating to the AUB BizKit, (vi) the Client and/or the Account Holder has died (or has been dissolved), (vii) the Client and/or the Account Holder becomes insolvent or bankrupt or ceases for any reason to pay its debts as they fall due, or becomes involved (whether voluntarily or involuntarily) in proceedings for insolvency or bankruptcy, or there occurs any act or event which the Bank determines will materially and adversely affect the ability of the Client and/or the Account Holder to perform its obligations under these Terms and Conditions.

(d) Immediately upon the termination of the Client’s access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Client’s premises to uninstall, remove and recover the Software from the relevant device/s of the Client, and (ii) return and surrender to the Bank, without need of notice or demand, all brochures, manuals, files, documents and other materials containing the Bank’s intellectual property and/or otherwise pertaining to the Software and/or the AUB BizKit.

(e) For the avoidance of doubt, the authority to debit granted to the Bank hereunder shall remain in full force and effect until all amounts owing to the Bank shall have been paid in full by the Client and/or the Account Holder.

Section 4.03 Notices

(a) Notices and other communications permitted or required to be given under these Terms and Conditions shall be made in writing in the English language and shall be delivered by hand or overnight courier service, or sent by facsimile or by electronic mail, to the relevant Party at the contact information stated in the Conforme Sheet.

(b) Notices to the Account Holder shall be sent to the contact information stated in the relevant Customer Information Sheet of the Account Holder with the Branch, and shall be sent in accordance with the standard terms and conditions governing deposit accounts maintained with the Bank.

(c) The Client shall ensure that its contact information stated in the Conforme Sheet, and the Account Holder’s contact information stated in the Customer Information Sheet, are all updated and correct. Any Party may change any of its notice details upon written notice thereof to the other Party, in which case, such change in notice details shall only be effective on the date such written notification shall have actually been acknowledged as received by the other Party.

(d) All notices and other communications given to any Party hereunder shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or upon successful transmission if sent by facsimile or by electronic mail.

Section 4.04 Governing Law; Venue for Suits

These Terms and Conditions, and all agreements pertaining to the AUB BizKit, shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute relating to these Terms and Conditions and all agreements pertaining to the AUB BizKit shall be brought exclusively before the proper courts of Pasig City, Metro Manila.

Section 4.05 Headings

The section headings contained in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof.

Section 4.06 Severability

In the event that any one or more of the provisions contained hereunder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.07 Entire Agreement

These Terms and Conditions (together with the Conforme Sheet and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client) shall constitute the entire agreement and understanding between the Bank and the Client and shall supersede all prior negotiations, understandings, memoranda and agreements (both written and oral) between them with respect to the subject matter hereof, whether signed or unsigned by any or all of them and/or their respective representatives. However, the standard terms and conditions governing deposit accounts maintained with the Bank shall continue to be applicable to the Deposit Account.

Section 4.08 Amendment

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, may be revised, amended or supplemented in writing by the Bank, subject to notice to the Client in such manner deemed by the Bank reasonable and in accordance with applicable laws, rules and regulations. For the avoidance of doubt, the Client’s continued use of the AUB BizKit shall constitute the Client’s unqualified agreement to these Terms and Conditions and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, as amended, supplemented or revised from time to time.

Section 4.09 Assignment

Neither the Client nor the Account Holder may assign or transfer any of its rights and/or obligations in relation to the AUB BizKit without the prior written consent of the Bank

Section 4.10 Waiver

No failure or delay of any Party in exercising any power or right under these Terms and Conditions or any agreement relating to the AUB BizKit shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, prelude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of these Terms and Conditions or of any agreement relating to the AUB BizKit, or consent to any departure by such Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which the same was given. No notice or demand on a Party and/or the Account Holder in any case shall entitle such Party and/or the Account Holder to any other or further notice or demand in similar or other circumstances.

Section 4.11 Binding Effect

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing hereunder, whether express or implied, shall be construed to confer upon any person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or by reason hereunder.

1. Checking Account

(a) The Client hereby agrees that corporate checks printed through the CheckMaker Facility shall be drawn from the Deposit Account. Accordingly, the Client shall ensure that the Deposit Account shall adequately be funded, taking into consideration the then applicable agreed minimum monthly average daily balance. Any fee or penalty that may be imposed (whether by the clearing house or the network of banks or any other party including the Bank) in relation to returned checks printed under the CheckMaker Facility shall be for the account of the Client and automatically debited by the Bank from the Deposit Account, without need of further notice to or consent and/or authorization from the Client.

(b) The Client hereby agrees that the signature/s that shall appear on the corporate checks printed through the CheckMaker Facility shall at all times be the signature/s of the authorized signatory/ies of the Client for the Deposit Account. Accordingly, any change in signatory for the Deposit Account shall carry with it a corresponding change in the signatory recorded in the CheckMaker Facility. It shall be the responsibility of the Client to ensure that checks printed through the CheckMaker Facility bear the signature/s of the appropriate signatory/ies. However, nothing herein precludes the Bank from exercising due diligence and/or complying with its policies and procedures in relation to acceptance of items for deposit, in which case, the Bank may reasonably reject checks printed through the CheckMaker Facility presented or deposited to the Bank.

(c) The Client shall ensure that checks printed through the CheckMaker Facility conform with the specifications and guidelines set by the Bank and/or the clearing house.

(d) The Client hereby authorizes the Bank to fully rely upon the due issuance and authority of corporate checks printed through the CheckMaker Facility, and accordingly, the Bank is hereby authorized to honor the same and treat the same as having been printed with the agreement and consent of the appropriate maker/s and approver/s under the CheckMaker Facility.

2. Installation of Services

The Bank shall provide and install in the Client’s designated device the relevant software for the CheckMaker Facility (the “CheckMaker Software”) immediately upon signing of this Agreement on a date and in a place mutually agreed upon by the Client and the Bank; provided, that such designated device shall meet the minimum specifications prescribed by the Bank. The Client shall be given limited/demo access to the CheckMaker Software for a period of two (2) months from installation date in order to give the Client a demonstration of the features and capabilities of the CheckMaker Facility. If the Client intends to continue using the CheckMaker Software after the initial two (2)-month period (the “Demo Period”), then the Bank shall provide the Client full access to thefunctionalities of the CheckMaker Software for an initial period of six (6) months from live access, extendible upon mutual agreement of the Parties in writing.

3. Effect of Termination

For the avoidance of doubt, unless a stop payment order shall have been issued by the Client, all checks printed through the CheckMaker Facility shall continue to be honored by the Bank notwithstanding the termination of this Agreement.

4. Representations, Warranties and Covenants

In addition to the representations, warranties and covenants found elsewhere in this Agreement, the Client hereby represents, warrants and covenants on a continuing basis that it shall be responsible for all checks issued using the CheckMaker Software, regardless of whether the issuance thereof was authorized or unauthorized, correct or erroneous, it being understood that the Bank has no knowledge whatsoever of the underlying contracts or transactions for any such checks.

For and in consideration of Asia United Bank Corporation (the “Bank”) providing a suite of cash management services (the “AUB BizKit”) in favor of the client (the “Client”) for purposes of servicing the business and/or financial requirements of the Client, the Bank and the Client (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

Section 1.01 Term; Scope

(a) The Bank shall provide the Client with the AUB BizKit, under the terms and conditions herein provided (as the same may be amended, supplemented or revised from time to time, these “Terms and Conditions”). These Terms and Conditions shall continue to be valid and binding upon the Parties for so long as the AUB BizKit (or any module thereof) remains installed in the system of the Client.

(b) The Bank may modify the scope of the foregoing service at any time during the term hereof upon written notice to the Client.

Section 1.02 Installation of Software

(a) The Bank shall provide and install in the Client’s designated device/s the relevant software for the AUB BizKit (the “Software”) on a date and in a place mutually agreed upon by the Parties; provided, that the Client hereby represents and warrants that such designated device/s shall at all times meet the minimum specifications prescribed by the Bank from time to time.

(b) As needed based on the type of AUB BizKit product/functionality selected by the Client, the Client’s authorized signatory/ies shall designate an administrator or several administrators authorized to create user accounts, to designate makers and checkers/approvers for functionalities of the Software, to manage user access levels and/or to otherwise change Software settings. The designation of such administrator/s and/or any change thereto shall be made by the authorized signatory/ies of the Client in writing addressed to the Branch; provided, that the Client hereby understands and agrees that any notice of change in such designation shall be provided by the Client to the Branch at least ten (10) banking days prior to the effective date of such change in order for the Branch to have sufficient time to implement the same; provided, further, that such change in designation shall only be effective upon confirmation by the Branch that such requested change has been effected by the Bank; provided, finally, that all transactions initiated and/or approved on the Software prior to the Bank’s confirmation that it had given effect to such change in designation shall be binding upon the Client and considered duly authorized. All instructions, creations, modifications, designations and/or other transactions undertaken by the Client’s administrator/s and other users in or in relation to the Software shall be conclusive upon the Client and deemed by the Bank as fully authorized and correct.

(c) Upon installation of the Software, the Bank shall provide the relevant manuals to the Client and conduct a three (3)-day training on the Software to no more than three (3) designated personnel of the Client, which number of persons shall include the administrator/s designated by the Client. In case the Client requests the Bank for an extension of the said initial training or any additional training on the Software, whether due to lack of proper turnover and training of its newly designated personnel by the Client or any other reason, the same shall be subject to the then prevailing training fee of the Bank quoted on a per day basis (exclusive of accommodations and other incidental fees and costs) and to the availability of qualified personnel or trainers of the Bank.

(d) The Bank shall have the sole option to upgrade the Software at any time at no cost to the Client.

(e) The Client shall be deemed to have accepted the Software (including any upgrades thereof) upon installation thereof in the Client’s designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Client’s data or device due to any defect or corruption of the Software by reason of or connected with such installation.

Section 1.03 Required Registration and/or Enrollment

To fully access and utilize the features of the AUB BizKit, the Client shall register and enroll (as applicable): (i) its CheckBanker and/or eBanker account at https://www.aub.com.ph; (ii) its eGov account at https://www.bancnetonline.com/egov; and (iii) its employees as payroll account holders, in case of Payroll Organizer and/or NetPay Payroll Organizer and/or HRIS account.

Section 2.01 Deposit Account

(a) For the services of the Bank under the AUB BizKit, the Client shall open and establish a checking or savings account or designate an existing checking or savings account (in either case, the “Deposit Account”, and the account holder of the Deposit Account, the “Account Holder”) with any branch of the Bank (such branch of account, the “Branch”). Upon opening thereof and for so long as the Client avails of the AUB BizKit, the Account Holder shall (and the Client shall ensure that the Account Holder shall) maintain standing to the credit of the Deposit Account such minimum monthly average daily balance required by the Bank from time to time for the services/modules of the AUB BizKit availed of by the Client. The details of the Deposit Account shall be provided by the Client to the Bank in writing immediately upon opening or designation thereof.

(b) In the event that the Account Holder fails to meet the minimum monthly average daily balance contemplated under sub-paragraph (a) of this Section 2.01 in a particular month, the Account Holder shall be charged the then applicable service fee for such services/modules of the AUB BizKit availed of by the Client. For clarity, such service fee shall be on top of any service fee, transaction fee or other such charges applicable to specific AUB BizKit products, as set forth in the specific terms and conditions applicable for such AUB BizKit product/module availed of by the Client. The service fee contemplated under this sub-paragraph (b) shall be payable immediately on the succeeding month and automatically debited from the Deposit Account when due without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Accordingly, the Account Holder hereby authorizes the Bank to automatically debit from the Deposit Account such fees contemplated under this sub-paragraph (b), as well as all other fees, costs, expenses and taxes payable by the Client and/or the Account Holder under the AUB BizKit, as and when due and without need of any notice to, demand on, or further authorization or other action from the Account Holder and/or the Client. Moreover, the Account Holder hereby waives, to the minimum extent permitted by law, its rights under bank secrecy laws, rules and regulations as may be sufficient and/or necessary for the Bank to determine compliance with the agreed minimum monthly average daily balance and/or to implement the authorization to debit the Deposit Account as contemplated hereunder. This authority, as well as the waiver under this sub-paragraph (b), shall remain in full force and effect until revoked with the written consent of the Bank.

Section 3.01 Representations and Warranties

Each of the Account Holder and the Client hereby represents and warrants, for itself, that as of the date of the Conforme Sheet and as of the end of each month during the term of validity and binding effect of these Terms and Conditions on the Parties:

(a) in case it is a juridical person, it is duly organized, validly existing and in good standing under the laws of the Republic of the Philippines;

(b) its business has the requisite governmental approvals and licenses to operate in the Republic of the Philippines;

(c) it has full power and authority, and the legal right, to execute, deliver and perform its obligations in relation to the AUB BizKit;

(d) neither the execution and delivery of the agreements relating to the AUB BizKit nor its compliance with or performance of these Terms and Conditions, including the Client’s use of the AUB BizKit, (x) will contravene any laws of the Republic of the Philippines or its charter, or (y) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, any agreement, contract or instrument to which it is a party;

(e) these Terms and Conditions, as well as all other agreements relating to the AUB BizKit, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms;

(f) with respect to the Client only, its designated device/s in which the Software is installed is/are suitable and compatible with the Software;

(g) with respect to the Client only, it will use the AUB BizKit for legitimate and legal purposes;

(h) it will at all times comply with the laws of the Republic of the Philippines in the use of the AUB BizKit and/or the Software (with respect to the Client only) and/or in the use and operation of the Deposit Account (with respect to the Account Holder only), including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(i) it will monitor the transactions undertaken with respect to the AUB BizKit (with respect to the Client only) and/or the Deposit Account (with respect to the Account Holder only) for purposes of preventing and detecting cases of money laundering and terrorist financing;

(j) with respect to the Client only, it has in place a reliable and acceptable customer identification system and training program, and in case it is not a covered person under prevailing anti-money laundering laws, rules and regulations, it shall work with the Bank in ensuring that such of its employees and/or representatives using the AUB BizKit undergo a training program equivalent to that being undertaken by the Bank for the Bank’s employees engaged in similar activity;

(k) it has obtained the requisite consents from the relevant data subjects for the collection, processing, use, disclosure and/or storage of personal data in relation to the performance of the transactions contemplated under these Terms and Conditions and/or the AUB BizKit;

(l) none of the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are in any way sourced from or related to terrorist financing, money laundering, or other criminal activity;

(m) the funds involved in the transactions coursed through the AUB BizKit and/or the Deposit Account are sourced from existing bona fide and legitimate transactions;

(n) with respect to the Client only, it has in place adequate policies, processes and infrastructure to ensure that access to the AUB BizKit is secure and limited to authorized personnel only, and to maintain the integrity and confidentiality of personal data; and

(e) it is not in violation of any law, rule or regulation of the Republic of the Philippines, or in default with respect to any judgment, writ, injunction, decree or order of any governmental authority, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations.

Section 3.02 Covenants

The Client hereby undertakes and covenants in favor of the Bank that for so long as the AUB BizKit (or any part of the Software) is installed in the device/s of the Client:

(a) as soon as reasonably possible, it shall assign and maintain a competent compliance liaison officer to coordinate with the Bank on the necessary training and/or handling of all anti-money laundering laws and/or compliance matters;

(b) it shall monitor at all times the transactions related to its use of the AUB BizKit and/or the Software, and undertake the necessary steps and precautions, to timely and effectively detect and prevent instances of money laundering, including but not limited to (x) obtaining documents to properly identify the persons covered or availing of the benefits under the AUB BizKit and/or to establish the legitimacy of the sources of the relevant transactions, and (y) taking the required actions to improve and/or revise its policies and procedures to comply with applicable laws, rules and regulations;

(c) it shall ensure that the Account Holder maintains the Deposit Account in active status and that the balance standing to the credit of the Deposit Account shall at all times be in an amount necessary for compliance with the applicable minimum monthly average daily balance;

(d) it shall comply with the laws of the Republic of the Philippines in the use of the AUB BizKit, including the provisions of anti-money laundering, data security and data privacy laws, rules and regulations;

(e) it shall immediately defend and indemnify the Bank against, and hold the Bank free and harmless from, any and all losses, claims, damages, liabilities or related expenses, including attorney’s fees, properly incurred by or asserted by any third party against the Bank arising out of, in any way connected with, or as a result of any claim, litigation, investigation or proceeding brought, asserted or commenced by any third party related to the use of the Software and/or the execution, delivery and performance of, or the consummation of any transactions contemplated under, these Terms and Conditions and the agreements related to the Client’s use/availment of the AUB BizKit, including compliance by the Bank with any applicable law or order of any court, tribunal or governmental authority of competent jurisdiction; provided, that such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of the Bank;

(f) in case of a security incident within the meaning of data privacy laws, rules and regulations, it shall inform AUB in writing of such fact as soon as possible but in no case later than twenty-four (24) hours from knowledge thereof, together with information as to the steps that it has undertaken and/or will undertake to handle such security incident;

(g) it shall immediately provide AUB all information necessary to show compliance with its anti-money laundering and/or data privacy obligations under these Terms and Conditions; and

(h) it shall at all times respect the proprietary and intellectual property rights of the Bank in the AUB BizKit and/or the Software, including any updates thereto, as well as in all brochures, manuals, files, documents and other literature or material pertaining to the AUB BizKit and/or the Software; accordingly, it shall not, or permit any third party to, at any time disassemble, decompile, copy, modify or reverse engineer the Software or any part thereof.

Section 4.01 Intellectual Property Rights

The Client hereby acknowledges that all proprietary rights relating to or in connection with the AUB logo, the AUB name, the AUB BizKit and/or the Software (including any updates thereto), as well as in all brochures, manuals, files, documents and other literature and/or material pertaining to the AUB Bizkit and/or the Software, shall at all times vest and remain vested in the Bank. Accordingly, the Client hereby acknowledges that the Bank has granted the Client a non-exclusive license to use the AUB BizKit and the Software solely for the Client’s lawful business and/or legitimate financial requirements, to be used only and strictly in accordance with these Terms and Conditions.

Section 4.02 Termination

(a) In the event that the Bank determines that it is unlawful for it to continue providing any of the services under the AUB BizKit, then upon written notice thereof to the Client, the Bank may suspend and/or terminate the Client’s access to the AUB BizKit, without the Bank incurring any liability.

(b) The Client may terminate its availment of the services under the AUB BizKit upon thirty (30) calendar days’ prior written notice to the Bank, unless the Bank agrees in writing to a shorter termination effective date.

(c) The Bank may immediately terminate the Client’s access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Bank’s regulators require such termination, (ii) any representation or warranty made by the Client under these Terms and Conditions proves to be false or misleading in any material respect as of the date it is made or deemed to have been made, (iii) the Bank determines that the Client has misused the AUB BizKit and/or the Software, (iv) the Bank determines that the Account Holder has misused the Deposit Account and/or the Deposit Account becomes inactive and/or the Deposit Account has been closed, (v) the Client and/or the Account Holder has violated these Terms and Conditions and/or any agreement relating to the AUB BizKit, (vi) the Client and/or the Account Holder has died (or has been dissolved), (vii) the Client and/or the Account Holder becomes insolvent or bankrupt or ceases for any reason to pay its debts as they fall due, or becomes involved (whether voluntarily or involuntarily) in proceedings for insolvency or bankruptcy, or there occurs any act or event which the Bank determines will materially and adversely affect the ability of the Client and/or the Account Holder to perform its obligations under these Terms and Conditions.

(d) Immediately upon the termination of the Client’s access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Client’s premises to uninstall, remove and recover the Software from the relevant device/s of the Client, and (ii) return and surrender to the Bank, without need of notice or demand, all brochures, manuals, files, documents and other materials containing the Bank’s intellectual property and/or otherwise pertaining to the Software and/or the AUB BizKit.

(e) For the avoidance of doubt, the authority to debit granted to the Bank hereunder shall remain in full force and effect until all amounts owing to the Bank shall have been paid in full by the Client and/or the Account Holder.

Section 4.03 Notices

(a) Notices and other communications permitted or required to be given under these Terms and Conditions shall be made in writing in the English language and shall be delivered by hand or overnight courier service, or sent by facsimile or by electronic mail, to the relevant Party at the contact information stated in the Conforme Sheet.

(b) Notices to the Account Holder shall be sent to the contact information stated in the relevant Customer Information Sheet of the Account Holder with the Branch, and shall be sent in accordance with the standard terms and conditions governing deposit accounts maintained with the Bank.

(c) The Client shall ensure that its contact information stated in the Conforme Sheet, and the Account Holder’s contact information stated in the Customer Information Sheet, are all updated and correct. Any Party may change any of its notice details upon written notice thereof to the other Party, in which case, such change in notice details shall only be effective on the date such written notification shall have actually been acknowledged as received by the other Party.

(d) All notices and other communications given to any Party hereunder shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or upon successful transmission if sent by facsimile or by electronic mail.

Section 4.04 Governing Law; Venue for Suits

These Terms and Conditions, and all agreements pertaining to the AUB BizKit, shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute relating to these Terms and Conditions and all agreements pertaining to the AUB BizKit shall be brought exclusively before the proper courts of Pasig City, Metro Manila.

Section 4.05 Headings

The section headings contained in these Terms and Conditions are for reference purposes only and shall not affect the meaning or interpretation hereof.

Section 4.06 Severability

In the event that any one or more of the provisions contained hereunder should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.07 Entire Agreement

These Terms and Conditions (together with the Conforme Sheet and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client) shall constitute the entire agreement and understanding between the Bank and the Client and shall supersede all prior negotiations, understandings, memoranda and agreements (both written and oral) between them with respect to the subject matter hereof, whether signed or unsigned by any or all of them and/or their respective representatives. However, the standard terms and conditions governing deposit accounts maintained with the Bank shall continue to be applicable to the Deposit Account.

Section 4.08 Amendment

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, may be revised, amended or supplemented in writing by the Bank, subject to notice to the Client in such manner deemed by the Bank reasonable and in accordance with applicable laws, rules and regulations. For the avoidance of doubt, the Client’s continued use of the AUB BizKit shall constitute the Client’s unqualified agreement to these Terms and Conditions and the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, as amended, supplemented or revised from time to time.

Section 4.09 Assignment

Neither the Client nor the Account Holder may assign or transfer any of its rights and/or obligations in relation to the AUB BizKit without the prior written consent of the Bank

Section 4.10 Waiver

No failure or delay of any Party in exercising any power or right under these Terms and Conditions or any agreement relating to the AUB BizKit shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, prelude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of these Terms and Conditions or of any agreement relating to the AUB BizKit, or consent to any departure by such Party herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which the same was given. No notice or demand on a Party and/or the Account Holder in any case shall entitle such Party and/or the Account Holder to any other or further notice or demand in similar or other circumstances.

Section 4.11 Binding Effect

These Terms and Conditions, as well as the specific terms and conditions governing the modules/products of the AUB BizKit specifically availed by the Client, shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing hereunder, whether express or implied, shall be construed to confer upon any person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, remedy or claim under or by reason hereunder.