Check Banker
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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 Clients 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 Clients 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 Banks 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 Clients 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 Clients designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Clients 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.
ARTICLE II
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.
ARTICLE III
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 Clients 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 Banks 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 attorneys 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 Clients 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.
ARTICLE IV
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 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 Clients 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 Clients 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 Clients access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Banks 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 Clients access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Clients 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 Banks 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 Holders 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 Clients continued use of the AUB BizKit shall constitute the Clients 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.
Schedule I CheckBanker
Revised as of 2022-0808
- Scope of the Services
- Deposit Account; Fees
- Services of the Bank under the CheckBanker Facility
- Obligations of the Client
- Policies and Procedures Incorporated
The Bank hereby provides the Client with the CheckBanker Facility,wherein the Client may encode and monitor its post-dated checks deposited with the Depository Branch(as herein defined) through a web-based system.
Pursuant to Section 2.01 of this Agreement, the Client shall maintain standing to the credit of the Deposit Account a minimum monthly average daily balance and fees as stated in the Check Banker Application Form.
(a) The Bank shall scan the Clients post-dated checks upon presentment of the same for deposit into the Mother Account at any branch of the Bank. The Client understands that the acceptance of the Clients post-dated checks shall be subject to the processes and procedures of the Bank; accordingly, the Bank reserves the right to reject post-dated checks presented for deposit hereunder, including but not limited to (i) second-endorsed checks, (ii) post-dated checks bearing erasures and/or other technicalities unacceptable pursuant to the Philippine Clearing House Corporation (the PCHC) rules and regulations, (iii) checks dated beyond 24 months from date such checks are presented for deposit, (iv) out-of-town checks, (v) checks drawn against a bank that is not a member of the PCHC, and (vi) checks that the Bank reasonably doubts the authenticity.
(b) The Banks branch shall have the option to return a post-dated check to the Client after scanning the same; provided, that the Client hereby undertakes to keep the physical check for at least 180 calendar days from date of check, as required by the PCHC; provided, further, that such check shall be in an amount not more than Five Hundred Thousand Pesos (PhP500,000.00). The Client shall ensure that all post-dated checks returned to the Client shall have been stamped as non-negotiable and perforated. Since said post-dated checks have already been perforated, the Client understands and agrees that none of the said checks may be re-deposited for any reason whatsoever, regardless of whether such checks have not been deposited as originally scheduled due to a requested pull-out of the same by the Client or a change in deposit date/value date, or due to having been dishonored. For clarity, a check amounting to equal to or more than Five Hundred Thousand Pesos (PhP500,000.00) shall be retained by the Bank.
(c) The Bank may deposit and credit to the Mother Account the face amount of each post-dated check deposited hereunder. However, the Parties hereby agree that in the event that a post-dated check deposited hereunder is dishonored, the Bank shall be entitled to automatically debit the Mother Account for the amount of such dishonored check, including any fees or penalties applicable to such dishonored check.
(d) The Bank shall inform the Client of all dishonored checks as soon as possible (best efforts within 24 hours through SMS) from receipt by the Bank of such notice of dishonor.
(e) The Client may pull out from safekeeping a post-dated check deposited hereunder through the web-based CheckBanker Facility only from 12:00 a.m. to 9:00 p.m. and no later than 1 Banking Day prior to the date such post-dated check is scheduled for deposit. No instructions coursed through other means will be accepted by the Bank.
(f) The Client may change the date a post-dated check is scheduled for deposit through the web-based CheckBanker Facility only from 12:00 a.m. to 9:00 p.m. and no later than 1 Banking Day prior to the original date such post-dated check is scheduled for deposit. No instructions coursed through other means will be accepted by the Bank.
(a) The Client shall encode all check details of post-dated checks for deposit hereunder through the web-based CheckBanker Facility and send to the Bank, through any of the Banks branches, the relevant post-dated checks together with the system-generated transmittal slip. Said transmittal slip shall contain at least the following check information: (i) bank and branch, (ii) check number, (iii) check date, (iv) check deposit date, and (v) amount.
(b) The Client shall ensure that the account number of the Mother Account is indicated on the reverse side of each post-dated check submitted to the Bank; otherwise, the Bank shall have the option to reject the said post-dated check for deposit hereunder.
(c) The Client understands and agrees that with respect to a specific check deposit date/value date, the Client shall ensure that the following are completed no later than 2 Banking Days prior to such check deposit date/value date: (i) the final list of post-dated checks to be deposited has been encoded in the web-based CheckBanker Facility and (ii) the Bank has received all post-dated checks to be deposited.
(d) The Client shall be responsible for safekeeping the physical checks after the Bank shall have finished scanning the same, as contemplated under paragraph 3(b) of this Schedule I CheckBanker.
(e) The Client hereby agrees that the Bank shall in no event be held liable for any claim or damage whatsoever arising from the rejection by the Bank of a post-dated check deposited hereunder or in the event that the Bank fails to timely credit the Mother Account the amount of any post-dated check for reasons beyond the control of the Bank, such as but not limited to force majeure, computer/telecommunication failure or breakdown, power failure, civil disturbances, actions of government, calamity, and national emergency. Moreover, the Bank shall in no event be held liable for any claim or damage whatsoever, including any fine imposed by or finding by the PCHC and/or any regulator of the Bank, for any failure by the Client to preserve physical checks, as contemplated under paragraph 3(b) of this Schedule I CheckBanker.
(f) The Bank shall in no event be considered privy to any arrangement or underlying transaction with respect to post-dated checks deposited hereunder, regardless of any investigation or due diligence undertaken by the Bank.
(a) The performance of the services under the CheckBanker Facility shall be governed by the prevailing terms, conditions and procedures imposed by the Bank on transactions involving checks and deposit accounts, which terms, conditions and procedures are hereby incorporated to this Agreement.
(b) This Agreement shall be subject to the prevailing terms and conditions of the Electronic Banking Services of the Bank, as may be amended from time to time.
(c) All other applicable policies, procedures, rules, terms and conditions (as the same may be updated or otherwise revised from time to time) of the Bank in respect of services and Bank processes related to the transactions contemplated under this Agreement are hereby incorporated to this Agreement; provided, that in case of any conflict between any provision of this Agreement and such other policies, procedures, rules, terms and conditions, this Agreement shall prevail only with respect to the specific features of the CheckBanker Facility.
Collection Payment
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
Schedule I – Collection Payment
Revised as of 2023-0515
A. 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 into which all proceeds of the Collection Payment shall be credited;
“Collection Payment” shall mean any deposit to or payment made by a Payor for crediting to the Account through the Collection Payment Facility of the Bank;
“HelloMoney” shall mean the mobile e-wallet application of the Bank, including all upgrades and other versions thereof;
“Online Collection Payment” shall mean the mode of Collection Payment described in paragraph D of this Schedule;
“Over-the-Counter Collection Payment” shall mean the mode of Collection Payment described in paragraph C of this Schedule;
“Payor” shall mean a customer, lessee, borrower, or other obligor of the Client in the Client’s ordinary course of business, as discussed by the Client to the Bank;
“Source Account” shall refer to the Payor’s account used to pay the Client;
“Transfer of Funds” shall mean a debit from an account and a corresponding credit to the Account, whether through a fund transfer transaction or a bills payment transaction.
B. Acceptance of Collection Payments. A Payor shall make a Collection Payment to the Account only through the following modes: (i) Over-the-Counter Collection Payment through local currency cash or local/regional checks (whether dated or post-dated), (ii) Transfer of Funds performed through Online Collection Payment, (iii) Transfer of Funds performed through HelloMoney and/or mobile e-Wallet applications powered by the Bank, (iv) Transfer of Funds or Bills Payment performed through fund transfer/pay bills facilities of other institutions (as may be available); provided, that the acceptance of such payments shall be subject to the applicable policies and procedures of the Bank. Accordingly, the Client undertakes to inform the Payors that in making a Colleciton Payment, the Payors shall abide by the applicable rules, regulations and procedures of the Bank.
C. Over-the-Counter Collection Payment. (a) A Payor may make a Collection Payment through the Bank’s Virtual Teller Kiosk (such mode of Collection Payment, an “Over-the-Counter Collection Payment”), subject to the service fee per transaction as indicated in the Collection Payment Application Form.
(b) A validated transaction slip, a sample of which is attached hereto as Exhibit A-Collection Payment, shall be given by the Bank to such paying Payor as proof of payment. Said transaction slip shall contain at least the following details: (i) name of the Client, (ii) account number of the Source Account, (iii) name of such paying Payor, and (iv) amount of payment/Transfer of Funds.
D. Collection Payment. (a) A Payor may make a Collection Payment through the Bank’s Preferred Online/Mobile Banking Facility (such mode of Collection Payment, an “Online Collection Payment”), whether through bills payment module or fund transfer module of the Bank’s Preferred Online/Mobile Banking Facility as initiated by the Payor on a per transaction basis, or as may automatically be debited by the Bank from the account of the Payor in case the Payor elects to enroll its account to a scheduled automatic Collection Payment through the Bank’s Preferred Online/Mobile Banking Facility. Such Collection Payment shall be subject to a service fee per transaction.
(b) An online transaction receipt, a sample of which is attached hereto as Exhibit B- Collection Payment, shall be generated for such paying Payor as proof of payment. Said online transaction receipt shall contain at least the following details: (i) account number of the Source Account, (ii) name of the Client, (iii) name of such paying Payor, with applicable subscriber number/other control number, (iv) amount of payment/Transfer of Funds, and (v) reference number.
(b) An online transaction receipt, a sample of which is attached hereto as Exhibit B – Collection Payment, shall be generated for such paying Payor as proof of payment. Said online Transaction receipt shall contain at least the following details: (i) account number of the Source Account, (ii) name of the Client, (iii) name of such paying Payor, with applicable subscriber number/other control number, (iv) amount of payment/Transfer of Funds, and (v) reference number.
E. Payment through Mobile e-Wallet Applications. A Payor may make a Collection Payment through HelloMoney and/or through any of the mobile e-wallet applications powered by the Bank, whether through the bills payment feature or fund transfer feature of such mobile applications as initiated by the Payor on a per transaction basis, or as may automatically be debited by the Bank from the account of the Payor in case the Payor elects to enroll its account to a scheduled automatic Collection Payment through HelloMoney and/or through any of the mobile e-wallet applications powered by the Bank. Confirmation of such transaction shall be generated by the said mobile applications, for the Payor’s reference. Such Collection Payment shall be subject to a service fee per transaction.
F. Payment through Payment Facilities of Other Institutions. A Payor may make a Collection Payment through the payment/fund transfer facilities of other banks, e-wallet providers, and other institutions, as may be accredited by the Bank from time to time; provided, that such Collection Payment shall be subject to the terms, conditions and processes imposed by such banks, e-wallet providers or other institutions providing such facilities used by the Payor. The Bank shall inform the Client in writing of the availability of such arrangements/channels at a reasonable time prior to implementation and provide the Client reasonable opportunity to opt out of any or all of such arrangements/channels.
G. Accounting. Except in cases of fraud or manifest error, the result of the actual physical count and verification by the Bank of the items deposited or otherwise collected under the Collection Payment Facility shall in all cases be considered final, conclusive, correct and binding on the Parties. The Bank shall notify the Client in writing of any discrepancy in the account of such items collected within three (3) Banking Days from actual receipt of such items.
H. Crediting of Collection Payments. (a) All Collection Payments received in the form of cash shall be treated as transactions for the day and credited on the immediately succeeding day to the Account as part of the account balance available for withdrawal.
(b) All Collection Payments received in any other form acceptable under this Schedule shall be subject to the applicable rules and processes of the Bank, including applicable cut-off times of the Bank, the switch operator (in case of InstaPay, PESONet and P2B transactions) and the originating institution (in case of payment coursed through payment/fund transfer facilities of other institutions).
(c) No reversals of validated Collection Payments credited to the Account shall be made by the Branch without the approval of or instructions from the Client in writing.
I. Reports. (a) Details of Collection Payments shall be made available by the Bank through the Bank’s Preferred Online Banking Facility on a real-time basis, which shall provide the following information: (i) name of the relevant Payor with applicable subscriber number/other control number, (ii) transaction number automatically generated by the Bank, (iii) amount of Collection Payment made, (iv) date and time of transaction, and (v) mode of Collection Payment. Such report/s may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(b) A transaction history shall be made available for download from the Bank’s Preferred Online Banking Facility within a period of twelve (12) calendar months from the relevant transaction date. Such transaction history may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(b) A transaction history shall be made available for download from the Bank’s Preferred Online Banking Facility within a period of twelve (12) calendar months from the relevant transaction date. Such transaction history may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(c) The Client may request the Bank in writing to prepare and provide the Client with custom reports on Collection Payments, in such form and substance as may be agreed by the Client and the Bank in writing taking into consideration the operations and processes of the Client. Such customized reports may be provided by the Bank to the Client through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(d) 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 such reports contemplated under this paragraph I shall be maintained secure, with the appropriate vulnerability assessment and penetration testing regularly done and the appropriate access levels/restrictions consistently implemented.
(e) The Client hereby acknowledges that the reports generated by the Bank in accordance with this paragraph I are dependent on, or otherwise made in reliance of, the information provided by the Payor at the point of making a Collection Payment. Accordingly, the Bank shall not be responsible to the Client or to any other third party for any deficiency or inaccuracy in any report made available by the Bank as contemplated under this paragraph I arising from or related to the failure by the Payor to provide the Bank such correct or complete details.
J. Force Majeure. 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 Collection Payment Facility, 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 Collection Payment 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 Collection Payment.
K. Joint Marketing Operations. (a) The Bank may provide the Client posters, displays, brochures and other promotional materials (including social media posts and other advisories), which shall prominently be displayed or otherwise used by the latter in accordance with the written approval and guidelines (as may be amended from time to time) duly communicated by the Bank to the Client. The Client shall only use the name of the Bank for advertising and/or promotional matters with respect to the Collection Payment channels of the Bank subject to the prior written consent of the Bank and only in accordance with such written consent/approval; provided, that nothing herein shall be construed as conferring upon the Client any authority to act for and on behalf of the Bank, whether as an agent or a representative of the Bank or otherwise.
(b) The Bank and the Client may further cooperate from time to time to develop and/or implement a marketing plan for the Collection Payment channels and related services in any of the jurisdictions in which they operate.
(c) Nothing herein confers upon the other Party any right, claim or interest over a Party's trademarks, trade names, service marks, copyrights and other proprietary intellectual property or rights relative to the Collection Payment channels or otherwise related to the services contemplated hereunder (collectively, "Intellectual Property"), except as may specifically be authorized, permitted or consented to by such Party owning such Intellectual Property.
(d) Upon the termination of the services contemplated under this Schedule, all rights that may herein be granted by a Party to the other Party to use promotional/marketing materials and/or Intellectual Property shall automatically be extinguished; accordingly, a Party shall immediately cause all promotional/marketing materials provided by the other Party or otherwise bearing the logo or Intellectual Property of the other Party to be removed from such Party's premises (including social media or other virtual space) and either returned to such other Party or securely destroyed, at the written instructions of such other Party.
(e) The Parties shall cooperate in good faith to maximize the usage of the Collection Payment channels hereunder by the Payors. As such, the Client hereby undertakes to diligently inform its customers/payors of the existence of the Collection Payment Facility, as well as the mechanics, features and benefits thereof, in coordination with the Bank.
L. Consumer Protection. (a) The Client hereby undertakes in favor of the Bank that it shall promptly (but in no case later than three (3) calendar days from receipt) and sufficiently address any concern or complaint raised by the Payor in relation to any Collection Payment made hereunder, without the Client passing on any burden of explanation to the Bank. The Bank shall render the appropriate assistance to the Client, if so requested by the Client in writing, in order for the Client to properly address such concern or complaint related to any Collection Payment. For clarity, nothing herein confers upon the Client any authority to act for and on behalf of the Bank and/or to make any representation, promise, warranty, or any other statement for and on behalf of the Bank. Moreover, the Client shall ensure that at no event shall it make any statement or perform any act that may reasonably be expected to prejudice the interests and/or reputation of the Bank.
(b) In addition to the representations and warranties found elsewhere in the General Terms and Conditions for the AUB BizKit, the Client hereby represents and warrants that it is, and it shall at all times be, in compliance with applicable consumer protection laws, rules and regulations, especially those in relation to customer complaints handling, fraud prevention, and customer data protection and confidentiality.
(c) For the avoidance of doubt and without prejudice to Section 4.02(c) of the General Terms and Conditions for the AUB BizKit, the Client hereby understands and agrees that the Bank may immediately terminate providing the Collection Payment service to the Client’s customers in case of a breach of this paragraph L.
POS Cashout
ECCS
eGov
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
epayment
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
Schedule I – ePaymentt
Revised as of 2021-1104
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
Type of Payee | Person Claiming Payment | Documentary Requirements |
---|---|---|
Individual | Payee himself |
|
Payee’s representative authorized |
|
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.
ANNEX A
ANNEX A VALID IDENTIFICATION CARDS
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:
- Passport
- Driver’s license
- PRC ID
- NBI clearance
- Police clearance
- Postal ID
- Voter’s ID
- Barangay certification
- GSIS e-Card
- SSS card
- Senior Citizen card
- OWWA ID
- OFW ID
- Seaman’s book
- Alien Certification of Registration/ Immigrant Certificate of Registration
- Government office and GOCC ID (e.g., AFP, HDMF IDs)
- Certification from the NCWDP
- DSWD certification
- IBP ID; and
- 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:
- Birth Certificate;
- Library ID;
- 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
AUB FORMAT (pipe “|” delimited or CSV) | |||||
---|---|---|---|---|---|
Field Name | Description | Required | Maximum Field Size | ||
A | 1 | Invoice number | Invoice number | Y | 20 |
B | 2 | Check date | Check date Format: MM/DD/YYYY * Must not be stale dated | Y | 10 |
C | 3 | Account number | Account number (Debit Account) | N1 | 18 |
D | 4 | Vendor number | Vendor number | Y | 16 |
E | 5 | Vendor | Vendor name | Y | 70 |
F | 6 | Invoice amount | Invoice amount Format: #############.00 | Y | 16 |
G | 7 | Tax amount | Tax amount Format: #############.00 | Y | 16 |
H | 8 | Reference | Reference number | Y | 50 |
I | 9 | Doc no | Document number | Y | 10 |
J | 10 | Invdoc | Invoice document no | Y | 30 |
K | 11 | Fiscal year | Fiscal year | Y | 4 |
L | 12 | Compcode | Company code | Y | 4 |
M | 13 | Currency | Currency code | Y | 5 |
N | 14 | Check no | Check no/td> | Y | 13 |
O | 15 | TIN no. | Vendor TIN no. | Y1 | 20 |
P | 16 | Address | Vendor Address | Y1 | 70 |
Q | 17 | Tax desc | Tax description | Y1 | 40 |
R | 18 | Tax base | Tax base | Y1 | 16 |
S | 19 | Tax code | Tax code | Y1 | 6 |
T | 20 | Ins key | Destination branch
Values: 05 - any aub branch, MC issuance 06 – deliver to office, MC issuance 07 - credit to account, via CASA AUB Branch 08 - auto credit to account, via online banking 11- auto credit to other banks ( PESONET above 50k ) via online banking 12 - auto credit to other banks ( INSTAPAY below 50k ) via online banking none - domicile branch |
N2 | 2 |
U | 21 | VAT | VAT amount | N | 16 |
V | 22 | Remarks1 | Remarks1 | N | 30 |
W | 23 | Remarks2 | Remarks2 | N | 30 |
X | 24 | Remarks3 | Remarks3 | N | 30 |
Y | 25 | Remarks4 | Remarks4 | N | 30 |
Z | 26 | Remarks5 | Remarks5 | N | 30 |
AA | 27 | OR No | OR No - this is for return file | N | 20 |
AB | 28 | MC No/ Credit Account No |
MC No - if ins key <> 07 (for return file) Credit Account No – if inskey = 07, 08 , 11 , 12 | N | 16 |
AC | 29 | Invoice Date | Invoice Date Format: MM/DD/YYYY | N | 10 |
AD | 30 | Email Address | Email Address of the vendor - an email notification will be send to vendor upon approval if email address is provided | N | 30 |
AE | 31 | Bank Code | BRSTN or BIC of receiving bank | Y2 | 11 |
AF | 32 | Source Code | Source Code a. supplier payment php: 009 b. supplier payment usd: 259 c. alipay: 017 d. wechat: 016 |
Y3 | 11 |
AG | 33 | Last Name | Last Name | Y4 | 25 |
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
Check Maker
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
Schedule I – Check Maker
Revised as of 2021- 0430
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.
Collection Payment
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
Schedule I – Collection Payment
Revised as of 2023-0515
A. 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 into which all proceeds of the Collection Payment shall be credited;
“Collection Payment” shall mean any deposit to or payment made by a Payor for crediting to the Account through the Collection Payment Facility of the Bank;
“HelloMoney” shall mean the mobile e-wallet application of the Bank, including all upgrades and other versions thereof;
“Online Collection Payment” shall mean the mode of Collection Payment described in paragraph D of this Schedule;
“Over-the-Counter Collection Payment” shall mean the mode of Collection Payment described in paragraph C of this Schedule;
“Payor” shall mean a customer, lessee, borrower, or other obligor of the Client in the Client’s ordinary course of business, as discussed by the Client to the Bank;
“Source Account” shall refer to the Payor’s account used to pay the Client;
“Transfer of Funds” shall mean a debit from an account and a corresponding credit to the Account, whether through a fund transfer transaction or a bills payment transaction.
B. Acceptance of Collection Payments. A Payor shall make a Collection Payment to the Account only through the following modes: (i) Over-the-Counter Collection Payment through local currency cash or local/regional checks (whether dated or post-dated), (ii) Transfer of Funds performed through Online Collection Payment, (iii) Transfer of Funds performed through HelloMoney and/or mobile e-Wallet applications powered by the Bank, (iv) Transfer of Funds or Bills Payment performed through fund transfer/pay bills facilities of other institutions (as may be available); provided, that the acceptance of such payments shall be subject to the applicable policies and procedures of the Bank. Accordingly, the Client undertakes to inform the Payors that in making a Colleciton Payment, the Payors shall abide by the applicable rules, regulations and procedures of the Bank.
C. Over-the-Counter Collection Payment. (a) A Payor may make a Collection Payment through the Bank’s Virtual Teller Kiosk (such mode of Collection Payment, an “Over-the-Counter Collection Payment”), subject to the service fee per transaction as indicated in the Collection Payment Application Form.
(b) A validated transaction slip, a sample of which is attached hereto as Exhibit A-Collection Payment, shall be given by the Bank to such paying Payor as proof of payment. Said transaction slip shall contain at least the following details: (i) name of the Client, (ii) account number of the Source Account, (iii) name of such paying Payor, and (iv) amount of payment/Transfer of Funds.
D. Collection Payment. (a) A Payor may make a Collection Payment through the Bank’s Preferred Online/Mobile Banking Facility (such mode of Collection Payment, an “Online Collection Payment”), whether through bills payment module or fund transfer module of the Bank’s Preferred Online/Mobile Banking Facility as initiated by the Payor on a per transaction basis, or as may automatically be debited by the Bank from the account of the Payor in case the Payor elects to enroll its account to a scheduled automatic Collection Payment through the Bank’s Preferred Online/Mobile Banking Facility. Such Collection Payment shall be subject to a service fee per transaction.
(b) An online transaction receipt, a sample of which is attached hereto as Exhibit B- Collection Payment, shall be generated for such paying Payor as proof of payment. Said online transaction receipt shall contain at least the following details: (i) account number of the Source Account, (ii) name of the Client, (iii) name of such paying Payor, with applicable subscriber number/other control number, (iv) amount of payment/Transfer of Funds, and (v) reference number.
(b) An online transaction receipt, a sample of which is attached hereto as Exhibit B – Collection Payment, shall be generated for such paying Payor as proof of payment. Said online Transaction receipt shall contain at least the following details: (i) account number of the Source Account, (ii) name of the Client, (iii) name of such paying Payor, with applicable subscriber number/other control number, (iv) amount of payment/Transfer of Funds, and (v) reference number.
E. Payment through Mobile e-Wallet Applications. A Payor may make a Collection Payment through HelloMoney and/or through any of the mobile e-wallet applications powered by the Bank, whether through the bills payment feature or fund transfer feature of such mobile applications as initiated by the Payor on a per transaction basis, or as may automatically be debited by the Bank from the account of the Payor in case the Payor elects to enroll its account to a scheduled automatic Collection Payment through HelloMoney and/or through any of the mobile e-wallet applications powered by the Bank. Confirmation of such transaction shall be generated by the said mobile applications, for the Payor’s reference. Such Collection Payment shall be subject to a service fee per transaction.
F. Payment through Payment Facilities of Other Institutions. A Payor may make a Collection Payment through the payment/fund transfer facilities of other banks, e-wallet providers, and other institutions, as may be accredited by the Bank from time to time; provided, that such Collection Payment shall be subject to the terms, conditions and processes imposed by such banks, e-wallet providers or other institutions providing such facilities used by the Payor. The Bank shall inform the Client in writing of the availability of such arrangements/channels at a reasonable time prior to implementation and provide the Client reasonable opportunity to opt out of any or all of such arrangements/channels.
G. Accounting. Except in cases of fraud or manifest error, the result of the actual physical count and verification by the Bank of the items deposited or otherwise collected under the Collection Payment Facility shall in all cases be considered final, conclusive, correct and binding on the Parties. The Bank shall notify the Client in writing of any discrepancy in the account of such items collected within three (3) Banking Days from actual receipt of such items.
H. Crediting of Collection Payments. (a) All Collection Payments received in the form of cash shall be treated as transactions for the day and credited on the immediately succeeding day to the Account as part of the account balance available for withdrawal.
(b) All Collection Payments received in any other form acceptable under this Schedule shall be subject to the applicable rules and processes of the Bank, including applicable cut-off times of the Bank, the switch operator (in case of InstaPay, PESONet and P2B transactions) and the originating institution (in case of payment coursed through payment/fund transfer facilities of other institutions).
(c) No reversals of validated Collection Payments credited to the Account shall be made by the Branch without the approval of or instructions from the Client in writing.
I. Reports. (a) Details of Collection Payments shall be made available by the Bank through the Bank’s Preferred Online Banking Facility on a real-time basis, which shall provide the following information: (i) name of the relevant Payor with applicable subscriber number/other control number, (ii) transaction number automatically generated by the Bank, (iii) amount of Collection Payment made, (iv) date and time of transaction, and (v) mode of Collection Payment. Such report/s may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(b) A transaction history shall be made available for download from the Bank’s Preferred Online Banking Facility within a period of twelve (12) calendar months from the relevant transaction date. Such transaction history may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(b) A transaction history shall be made available for download from the Bank’s Preferred Online Banking Facility within a period of twelve (12) calendar months from the relevant transaction date. Such transaction history may also be provided by the Bank to the Client upon written request through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(c) The Client may request the Bank in writing to prepare and provide the Client with custom reports on Collection Payments, in such form and substance as may be agreed by the Client and the Bank in writing taking into consideration the operations and processes of the Client. Such customized reports may be provided by the Bank to the Client through secure file transfer or through API integration, subject to tests and other system enhancements/installations deemed by the Bank as necessary for this purpose.
(d) 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 such reports contemplated under this paragraph I shall be maintained secure, with the appropriate vulnerability assessment and penetration testing regularly done and the appropriate access levels/restrictions consistently implemented.
(e) The Client hereby acknowledges that the reports generated by the Bank in accordance with this paragraph I are dependent on, or otherwise made in reliance of, the information provided by the Payor at the point of making a Collection Payment. Accordingly, the Bank shall not be responsible to the Client or to any other third party for any deficiency or inaccuracy in any report made available by the Bank as contemplated under this paragraph I arising from or related to the failure by the Payor to provide the Bank such correct or complete details.
J. Force Majeure. 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 Collection Payment Facility, 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 Collection Payment 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 Collection Payment.
K. Joint Marketing Operations. (a) The Bank may provide the Client posters, displays, brochures and other promotional materials (including social media posts and other advisories), which shall prominently be displayed or otherwise used by the latter in accordance with the written approval and guidelines (as may be amended from time to time) duly communicated by the Bank to the Client. The Client shall only use the name of the Bank for advertising and/or promotional matters with respect to the Collection Payment channels of the Bank subject to the prior written consent of the Bank and only in accordance with such written consent/approval; provided, that nothing herein shall be construed as conferring upon the Client any authority to act for and on behalf of the Bank, whether as an agent or a representative of the Bank or otherwise.
(b) The Bank and the Client may further cooperate from time to time to develop and/or implement a marketing plan for the Collection Payment channels and related services in any of the jurisdictions in which they operate.
(c) Nothing herein confers upon the other Party any right, claim or interest over a Party's trademarks, trade names, service marks, copyrights and other proprietary intellectual property or rights relative to the Collection Payment channels or otherwise related to the services contemplated hereunder (collectively, "Intellectual Property"), except as may specifically be authorized, permitted or consented to by such Party owning such Intellectual Property.
(d) Upon the termination of the services contemplated under this Schedule, all rights that may herein be granted by a Party to the other Party to use promotional/marketing materials and/or Intellectual Property shall automatically be extinguished; accordingly, a Party shall immediately cause all promotional/marketing materials provided by the other Party or otherwise bearing the logo or Intellectual Property of the other Party to be removed from such Party's premises (including social media or other virtual space) and either returned to such other Party or securely destroyed, at the written instructions of such other Party.
(e) The Parties shall cooperate in good faith to maximize the usage of the Collection Payment channels hereunder by the Payors. As such, the Client hereby undertakes to diligently inform its customers/payors of the existence of the Collection Payment Facility, as well as the mechanics, features and benefits thereof, in coordination with the Bank.
L. Consumer Protection. (a) The Client hereby undertakes in favor of the Bank that it shall promptly (but in no case later than three (3) calendar days from receipt) and sufficiently address any concern or complaint raised by the Payor in relation to any Collection Payment made hereunder, without the Client passing on any burden of explanation to the Bank. The Bank shall render the appropriate assistance to the Client, if so requested by the Client in writing, in order for the Client to properly address such concern or complaint related to any Collection Payment. For clarity, nothing herein confers upon the Client any authority to act for and on behalf of the Bank and/or to make any representation, promise, warranty, or any other statement for and on behalf of the Bank. Moreover, the Client shall ensure that at no event shall it make any statement or perform any act that may reasonably be expected to prejudice the interests and/or reputation of the Bank.
(b) In addition to the representations and warranties found elsewhere in the General Terms and Conditions for the AUB BizKit, the Client hereby represents and warrants that it is, and it shall at all times be, in compliance with applicable consumer protection laws, rules and regulations, especially those in relation to customer complaints handling, fraud prevention, and customer data protection and confidentiality.
(c) For the avoidance of doubt and without prejudice to Section 4.02(c) of the General Terms and Conditions for the AUB BizKit, the Client hereby understands and agrees that the Bank may immediately terminate providing the Collection Payment service to the Client’s customers in case of a breach of this paragraph L.
Payroll Organizer
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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 Clients 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 Clients 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 Banks 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 Clients 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 Clients designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Clients 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 Payroll Organizer account.
ARTICLE II
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.
ARTICLE III
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 Clients 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 Banks 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 attorneys 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 Clients 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.
ARTICLE IV
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 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 Clients 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 Clients 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 Clients access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Banks 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 Clients access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Clients 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 Banks 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 Holders 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 Clients continued use of the AUB BizKit shall constitute the Clients 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.
Schedule I Payroll Organizer
Revised as of 2023-0519
A. Payroll Account
(a) The Client shall open either (i) a HelloMoney account, subject to such maximum monthly credit based on the Bank’s policies and procedures, or (ii) a deposit or cash card account with any bank in the Republic of the Philippines, for each of its employees (as duly authorized by such employees), which shall be considered a payroll account enrolled under the Payroll Organizer (each, a “Payroll Account”); provided, that the Client shall have the option to open and establish a checking account for each of its senior officers, which checking accounts shall be nominated by the Client as such senior officer’s Payroll Account for purposes of the Payroll Organizer. The Client agrees that in case a Payroll Account is a HelloMoney account or a cash card/checking account with the Bank, the opening, maintenance, operation and use thereof shall be subject to applicable laws, rules and regulations and prevailing policies and procedures of the Bank. Moreover, the Client agrees that credits to the Payroll Accounts shall only be made by the Client and only through item B or item C of this Schedule 1-Payroll Organizer, otherwise, the Bank may decline such credits and other deposits to such Payroll Accounts without incurring any liability therefor.
(b) The Client, through its Human Resources Department (or such other similar and duly authorized department, division or functional group of the Client), shall (i) cause each of its employees (including its senior officers) to accomplish all documentary requirements related to the account opening procedures of the Bank with respect to cash card/checking accounts to be opened with the Bank, including account opening forms and specimen signature cards, and (ii) conduct faceto-face interview with each employee (including senior officers) intending to open a cash card/checking Payroll Account with the Bank to confirm the existence of said employee and to validate the information provided in the documentary requirements to be submitted to the Bank for purposes hereof. The existence and employment status of each such employee, the genuineness and authenticity of the specimen signature of each such employee, and the conduct of the required face-toface interview and validation of identification information submitted pursuant to the cash card/checking Payroll Account application requirements shall be certified to under oath and confirmed by the duly authorized representative of the Client, substantially in the form of Exhibit 1-Payroll Organizer or Exhibit 2-Payroll Organizer, as applicable. For purposes hereof, the term “duly authorized representative” shall mean the head of the Human Resources Department (or such other similar and duly authorized department, division or functional group) of the Client and/or the person/s duly authorized by the Client to represent the Client in all acts and transactions arising out of or in connection with the Payroll Organizer, in each case as provided in the relevant corporate resolutions of the Client set forth in a sworn certificate issued by the Client’s Corporate Secretary. Such corporate resolutions of the Client shall clearly set forth the approval by the Client to undertake the requisite “know your customer” requirements of the Bank and to gather such account opening forms and customer information documents contemplated hereunder for and on behalf of the Bank in accordance with the standards agreed between the Client and the Bank and prevailing anti-money laundering and data protection laws, rules and regulations.
(c) To facilitate account opening and/or enrollment of each Payroll Account, the Client shall submit to the Branch (i) the original of the sworn certification issued by the duly authorized representative of the Client contemplated under item (A)(b) of this Schedule 1-Payroll Organizer, (ii) with respect to cash card/checking Payroll Accounts to be opened with the Bank, originals of the Customer Information Sheets and the signature cards, and (iii) photocopies of the respective company identification cards of the batch of employees of the Client for which applications for opening of Payroll Account is being submitted.
(d) With respect to cash card/checking Payroll Accounts to be opened with the Bank, originals of the account opening forms and related documentary requirements collected by or otherwise submitted to the Client to comply with the account opening procedures of the Bank shall be delivered by the Client to the Branch no later than ninety (90) calendar days from submission of the documents covered by item (A)(c) of this Schedule 1-Payroll Organizer; otherwise, the Branch may either refuse to process the opening of the relevant Payroll Accounts or order the closure of the relevant Payroll Accounts, in each case without incurring any liability therefor.
(e) The Branch shall have the right to undertake such actions as it may deem necessary under the circumstances, and the Client hereby undertakes to fully cooperate with the Branch in respect thereof,(i) to satisfy the Bank’s “know your customer” policies in respect of each of the Client’s employees enrolled under the Payroll Organizer, and (ii)in cases of any mishandling of any Payroll Account maintained with the Bank, including but not limited to causing the closure of such Payroll Account, without incurring any liability therefor.
(f) The Client hereby agrees and understands that compliance by the Client of the terms and conditions hereof shall be subject to annual review by the relevant management committee of the Bank; as such, the Client hereby undertakes to fully cooperate with the Branch to address opportunity areas in compliance and/or to further improve the efficiency of the transactions contemplated hereby.
(g) The Client hereby undertakes that it shall be its sole responsibility to faithfully and properly handover to the proper employees the relevant cash cards and/or automated teller machine cards (with their respective sealed pre-generated personal identification numbers) linked to the Payroll Accounts opened and maintained with the Bank provided by the Bank to the Client for distribution. At no event shall the Bank be liable or accountable, whether to the Client, any employee or any other third party, for the security, integrity and confidentiality of such cash cards and/or automated teller machine cards (with their respective sealed pre-generated personal identification numbers) once the Bank shall have handed over the same to the Client and/or within the premises of the Client.
(h) Replacement and/or cancellation of any cash card and/or automated teller machine card shall only be entertained and processed by the branch (to the exclusion of other branches of the Bank)with the consent of the cardholder-employee, subject to applicable policies and procedures of the Bank.
B. Online Payroll Upload Facility
(a) The Client shall maintain standing to the credit of the Deposit Account a minimum monthly average daily in order for the Client to avail of the Payroll Organizer free from the service fee contemplated under Section 2.01(b) of the General Terms and Conditions governing AUB BizKit. In the event that the Client fails to maintain the required minimum monthly average daily balance for a particular month, the Client shall be charged a service fee as stated in the Payroll Organizer Application Form.
(b) No later than twenty-four (24) hours prior to the relevant payroll date, the Client shall upload through the Preferred Online Banking Facility of the Bank the Payroll Employee File contemplated in item D of this Schedule 1-Payroll Organizer.
C. Branch Payroll Upload Facility
(a) The Client shall maintain standing to the credit of the Deposit Account a minimum monthly average daily balance in order for the Client to avail of the Payroll Organizer free from the service fee contemplated under Section 2.01(b) of the General Terms and Conditions governing AUB BizKit. In the event that the Client fails to maintain the required minimum monthly average daily balance for a particular month, the Client shall be charged a service fee payable pursuant to Section 2.01(b) of the General Terms and Conditions governing AUB BizKit.
(b) No later than twenty-four (24) hours prior to the relevant payroll date, the Client shall submit to the Branch, the Payroll Employee File contemplated in item D of this Schedule 1-Payroll Organizer.
D. Payroll Employee File
The Client shall provide the Bank with a Payroll Employee File, in the form prescribed by the Bank, which shall set forth at least the following information on each employee enrolled in the Payroll Organizer: (x) complete name (with middle name); (y) Payroll Account Number and bank; and (z) amount to be credited to the Payroll Account.
E. Payment Instructions.
(a) On the payroll date directed by the Client to the Branch in writing, the Branch shall automatically debit the Deposit Account and credit the relevant Payroll Accounts such amounts set forth in a successfully uploaded/duly submitted Payroll Employee File; provided, that (w) the relevant Payroll Employee File is duly received by the Branch prior to such payroll date, (x) the payroll date is a Banking Day, (y) the available balance standing to the credit of the Deposit Account as of such payroll date is sufficient to fund the aggregate amount of all payment instructions for such payroll date, and (z) the relevant Payroll Employee File indicates a valid bank account number. Accordingly, the Client covenants in favor of the Bank that (i) it shall ensure that the Deposit Account shall have readily available funds (which shall be over and above the required minimum monthly average daily balance) prior to such payroll date sufficient for the Bank to successfully carry out the payment instructions to the Payroll Accounts as contemplated hereunder, and (ii) it shall solely be liable for a failure by the Bank to make a payroll credit arising from the failure by the Client to comply with the requisites contemplated hereunder and/or the General Terms and Conditions governing AUB BizKit. The Client hereby agrees that fund transfer fees shall apply in case a Payroll Account is maintained with a bank other than the Bank. Moreover, the Client understands that the financial institution in which the Payroll Account is maintained may adopt certain policies and procedures requiring only the confirmation of the beneficiary 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 Payroll Account upon confirmation by the relevant financial institution that the account number is valid, without inquiring as to the correctness of the other account information of the beneficiary. As such, the Bank shall be entitled to rely on such account number confirmation, and 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 provided by the Client to the Bank and/or the confirmation of the relevant financial institution with respect to the same.
(b) The Client hereby acknowledges in favor of the Bank that (x) the Bank shall at no time be obliged to verify the accuracy of the data, or the legitimacy and/or due authority of any payment instructions, received by the Bank, whether through the Preferred Online Banking Facility of the Bank or as submitted by the Client to the Branch, and (y) the Client shall solely be responsible for any error or omission in any information set forth in the Payroll Employee File, whether uploaded to, submitted to or otherwise processed through the Preferred Online Banking Facility of the Bank or a branch of the Bank.
F. Use of Payroll Account.
(a) The Cash Card linked to a Payroll Account maintained with the Bank may be used for automated teller machine withdrawals, point of sale terminals and Bancnet Online transactions. HelloMoney Payroll Accounts may be used through partner merchants and various payout channels described from time to time in the HelloMoney mobile application.
(b) Deposits to a Payroll Account maintained with the Bank shall only be made through payroll credits under item B or item C of this Schedule 1-Payroll Organizer.
(c) The Client hereby acknowledges that it shall adequately inform each of its employees on the features, terms and conditions and procedures of, as well as the extent of usage available with respect to, such employee’s Payroll Account. Accordingly, any grievance, complaint or other action by any employee as regards a Payroll Account shall be made only to the Client and handled at the Client’s sole expense.
G. Termination of/Resignation from Employment/Retirement of Enrolled Employee; Enrollment of New Employee.
(a) No later than two (2) Banking Days from the effective date of such separation from or termination of employment with the Client, the Client shall inform the Bank in writing of a separation from or termination of employment by any employee enrolled under the Payroll Organizer, indicating therein the complete name of such employee (with middle name), the relevant Payroll Account Number and the effective date of such separation from or termination of employment. Upon receipt of such written notice, the Bank shall proceed to close the relevant Payroll Account if the balance standing to the credit of such Payroll Account is zero; provided, that in case the Payroll Account is maintained with another financial institution, the Bank shall not be obliged to notify the said financial institution of the separation from or termination of employment of the account holder. In case the Payroll Account is maintained with the Bank, (x) a monthly service fee of Fifty Pesos (PhP50.00), Philippine Currency, shall be charged by the Bank against such Payroll Account in the event that no payroll credit is made to such Payroll Account for a continuous period of one year and the balance standing to the credit of such Payroll Account as of the end of such period is less than One Thousand Pesos (PhP1,000.00), Philippine Currency, and (y) such monthly service fee shall be debited by the Bank from such Payroll Account commencing on the first day of the month immediately succeeding such one-year period, and every month thereafter until the earlier of (A) a payroll credit to such Payroll Account is made and (B) the outstanding balance of such Payroll Account shall be reduced to zero.
(b) A Payroll Account may be opened by the Bank for a new employee enrolled by the Client under the Payroll Organizer upon written request by the Client, subject to compliance with item A of this Schedule 1-Payroll Organizer. Such new Payroll Account shall be governed by and operated in accordance with this Schedule1-Payroll Organizer and the General Terms and Conditions governing AUB BizKit.
H. Policies and Procedures Incorporated.
(a) The issuance and use of a Cash Card linked to a Payroll Account maintained with the Bank, as well as the usage of the Payroll Account maintained with the Bank, shall be governed by the prevailing terms, conditions and procedures imposed by the Bank on such services, which terms, conditions and procedures are hereby incorporated to this Schedule 1-Payroll Organizer.
(b) This Schedule I-Payroll Organizer shall be subject to the prevailing terms and conditions of the Electronic Banking Services of the Bank, as may be amended from time to time.
(c) All other applicable policies, procedures, rules, terms and conditions (as the same may be updated or otherwise revised from time to time) of the Bank in respect of services and Bank processes related to the transactions contemplated hereunder are hereby incorporated to this Schedule I - Payroll Organizer; provided, that in case of any conflict between any provision hereof and such other policies, procedures, rules, terms and conditions, this Schedule I-Payroll Organizer shall prevail.
Payroll Organizer Net Pay
HRIS
AUB BIZKIT
GENERAL TERMS AND CONDITIONS
Revised as of 2023-0328
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:
ARTICLE I
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 Clients 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 Clients 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 Banks 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 Clients 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 Clients designated device/s. Accordingly, the Bank shall not be liable for any loss of or damage to any of the Clients 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.
ARTICLE II
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.
ARTICLE III
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 Clients 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 Banks 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 attorneys 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 Clients 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.
ARTICLE IV
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 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 Clients 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 Clients 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 Clients access to the AUB BizKit upon the occurrence of any or all of the following events: (i) any of the Banks 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 Clients access to the AUB BizKit, the Client shall (i) allow the representatives of the Bank to gain access to or to enter into the Clients 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 Banks 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 Holders 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 Clients continued use of the AUB BizKit shall constitute the Clients 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.
Schedule I HRIS
Revised as of 2023-0519
A. Payroll Account
(a) The Client shall open either (i) a HelloMoney account, subject to such maximum monthly credit based on the Bank’s policies and procedures, or (ii) a deposit or cash card account with any bank in the Republic of the Philippines, for each of its employees (as duly authorized by such employees), which shall be considered a payroll account enrolled under the HRIS (each, a “Payroll Account”); provided, that the Client shall have the option to open and establish a checking account for each of its senior officers, which checking accounts shall be nominated by the Client as such senior officer’s Payroll Account for purposes of the HRIS. The Client agrees that in case a Payroll Account is a HelloMoney account or a cash card/checking account with the Bank, the opening, maintenance, operation and use thereof shall be subject to applicable laws, rules and regulations and prevailing policies and procedures of the Bank. Moreover, the Client agrees that credits to the Payroll Accounts shall only be made by the Client and only through item B or item C of this Schedule 1-HRIS, otherwise, the Bank may decline such credits and other deposits to such Payroll Accounts without incurring any liability therefor.
(b) The Client, through its Human Resources Department (or such other similar and duly authorized department, division or functional group of the Client), shall (i) cause each of its employees (including its senior officers) to accomplish all documentary requirements related to the account opening procedures of the Bank with respect to cash card/checking accounts to be opened with the Bank, including account opening forms and specimen signature cards, and (ii) conduct faceto-face interview with each employee (including senior officers) intending to open a cash card/checking Payroll Account with the Bank to confirm the existence of said employee and to validate the information provided in the documentary requirements to be submitted to the Bank for purposes hereof. The existence and employment status of each such employee, the genuineness and authenticity of the specimen signature of each such employee, and the conduct of the required face-toface interview and validation of identification information submitted pursuant to the cash card/checking Payroll Account application requirements shall be certified to under oath and confirmed by the duly authorized representative of the Client, substantially in the form of Exhibit 1-HRIS or Exhibit 2-HRIS, as applicable. For purposes hereof, the term “duly authorized representative” shall mean the head of the Human Resources Department (or such other similar and duly authorized department, division or functional group) of the Client and/or the person/s duly authorized by the Client to represent the Client in all acts and transactions arising out of or in connection with the HRIS, in each case as provided in the relevant corporate resolutions of the Client set forth in a sworn certificate issued by the Client’s Corporate Secretary. Such corporate resolutions of the Client shall clearly set forth the approval by the Client to undertake the requisite “know your customer” requirements of the Bank and to gather such account opening forms and customer information documents contemplated hereunder for and on behalf of the Bank in accordance with the standards agreed between the Client and the Bank and prevailing anti-money laundering and data protection laws, rules and regulations.
(c) To facilitate account opening and/or enrollment of each Payroll Account, the Client shall submit to the Branch (i) the original of the sworn certification issued by the duly authorized representative of the Client contemplated under item (A)(b) of this Schedule 1-HRIS, (ii) with respect to cash card/checking Payroll Accounts to be opened with the Bank, originals of the Customer Information Sheets and the signature cards, and (iii) photocopies of the respective company identification cards of the batch of employees of the Client for which applications for opening of Payroll Account is being submitted.
(d) With respect to cash card/checking Payroll Accounts to be opened with the Bank, originals of the account opening forms and related documentary requirements collected by or otherwise submitted to the Client to comply with the account opening procedures of the Bank shall be delivered by the Client to the Branch no later than ninety (90) calendar days from submission of the documents covered by item (A)(c) of this Schedule 1-HRIS; otherwise, the Branch may either refuse to process the opening of the relevant Payroll Accounts or order the closure of the relevant Payroll Accounts, in each case without incurring any liability therefor.
(e) The Branch shall have the right to undertake such actions as it may deem necessary under the circumstances, and the Client hereby undertakes to fully cooperate with the Branch in respect thereof,(i) to satisfy the Bank’s “know your customer” policies in respect of each of the Client’s employees enrolled under the HRIS, and (ii)in cases of any mishandling of any Payroll Account maintained with the Bank, including but not limited to causing the closure of such Payroll Account, without incurring any liability therefor.
(f) The Client hereby agrees and understands that compliance by the Client of the terms and conditions hereof shall be subject to annual review by the relevant management committee of the Bank; as such, the Client hereby undertakes to fully cooperate with the Branch to address opportunity areas in compliance and/or to further improve the efficiency of the transactions contemplated hereby.
(g) The Client hereby undertakes that it shall be its sole responsibility to faithfully and properly handover to the proper employees the relevant cash cards and/or automated teller machine cards (with their respective sealed pre-generated personal identification numbers) linked to the Payroll Accounts opened and maintained with the Bank provided by the Bank to the Client for distribution. At no event shall the Bank be liable or accountable, whether to the Client, any employee or any other third party, for the security, integrity and confidentiality of such cash cards and/or automated teller machine cards (with their respective sealed pre-generated personal identification numbers) once the Bank shall have handed over the same to the Client and/or within the premises of the Client.
(h) Replacement and/or cancellation of any cash card and/or automated teller machine card shall only be entertained and processed by the branch (to the exclusion of other branches of the Bank)with the consent of the cardholder-employee, subject to applicable policies and procedures of the Bank.
B. Online Payroll Upload Facility
(a) The Client shall maintain standing to the credit of the Deposit Account a minimum monthly average daily in order for the Client to avail of the HRIS free from the service fee contemplated under Section 2.01(b) of the General Terms and Conditions governing AUB BizKit. In the event that the Client fails to maintain the required minimum monthly average daily balance for a particular month, the Client shall be charged a service fee as stated in the HRIS Application Form.
(b) No later than twenty-four (24) hours prior to the relevant payroll date, the Client shall upload through the Preferred Online Banking Facility of the Bank the Payroll Employee File contemplated in item D of this Schedule 1-HRIS.
C. Branch Payroll Upload Facility
(a) The Client shall maintain standing to the credit of the Deposit Account a minimum monthly average daily balance in order for the Client to avail of the HRIS free from the service fee contemplated under Section 2.01(b) of the General Terms and Conditions governing AUB BizKit. In the event that the Client fails to maintain the required minimum monthly average daily balance for a particular month, the Client shall be charged a service fee payable pursuant to Section 2.01(b) of the General Terms and Conditions governing AUB BizKit.
(b) No later than twenty-four (24) hours prior to the relevant payroll date, the Client shall submit to the Branch, the Payroll Employee File contemplated in item D of this Schedule 1-HRIS.
D. Payroll Employee File
The Client shall provide the Bank with a Payroll Employee File, in the form prescribed by the Bank, which shall set forth at least the following information on each employee enrolled in the HRIS: (x) complete name (with middle name); (y) Payroll Account Number and bank; and (z) amount to be credited to the Payroll Account.
E. Payment Instructions.
(a) On the payroll date directed by the Client to the Branch in writing, the Branch shall automatically debit the Deposit Account and credit the relevant Payroll Accounts such amounts set forth in a successfully uploaded/duly submitted Payroll Employee File; provided, that (w) the relevant Payroll Employee File is duly received by the Branch prior to such payroll date, (x) the payroll date is a Banking Day, (y) the available balance standing to the credit of the Deposit Account as of such payroll date is sufficient to fund the aggregate amount of all payment instructions for such payroll date, and (z) the relevant Payroll Employee File indicates a valid bank account number. Accordingly, the Client covenants in favor of the Bank that (i) it shall ensure that the Deposit Account shall have readily available funds (which shall be over and above the required minimum monthly average daily balance) prior to such payroll date sufficient for the Bank to successfully carry out the payment instructions to the Payroll Accounts as contemplated hereunder, and (ii) it shall solely be liable for a failure by the Bank to make a payroll credit arising from the failure by the Client to comply with the requisites contemplated hereunder and/or the General Terms and Conditions governing AUB BizKit. The Client hereby agrees that fund transfer fees shall apply in case a Payroll Account is maintained with a bank other than the Bank. Moreover, the Client understands that the financial institution in which the Payroll Account is maintained may adopt certain policies and procedures requiring only the confirmation of the beneficiary 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 Payroll Account upon confirmation by the relevant financial institution that the account number is valid, without inquiring as to the correctness of the other account information of the beneficiary. As such, the Bank shall be entitled to rely on such account number confirmation, and 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 provided by the Client to the Bank and/or the confirmation of the relevant financial institution with respect to the same.
(b) The Client hereby acknowledges in favor of the Bank that (x) the Bank shall at no time be obliged to verify the accuracy of the data, or the legitimacy and/or due authority of any payment instructions, received by the Bank, whether through the Preferred Online Banking Facility of the Bank or as submitted by the Client to the Branch, and (y) the Client shall solely be responsible for any error or omission in any information set forth in the Payroll Employee File, whether uploaded to, submitted to or otherwise processed through the Preferred Online Banking Facility of the Bank or a branch of the Bank.
F. Use of Payroll Account.
(a) The Cash Card linked to a Payroll Account maintained with the Bank may be used for automated teller machine withdrawals, point of sale terminals and Bancnet Online transactions. HelloMoney Payroll Accounts may be used through partner merchants and various payout channels described from time to time in the HelloMoney mobile application.
(b) Deposits to a Payroll Account maintained with the Bank shall only be made through payroll credits under item B or item C of this Schedule 1-HRIS.
(c) The Client hereby acknowledges that it shall adequately inform each of its employees on the features, terms and conditions and procedures of, as well as the extent of usage available with respect to, such employee’s Payroll Account. Accordingly, any grievance, complaint or other action by any employee as regards a Payroll Account shall be made only to the Client and handled at the Client’s sole expense.
G. Termination of/Resignation from Employment/Retirement of Enrolled Employee; Enrollment of New Employee.
(a) No later than two (2) Banking Days from the effective date of such separation from or termination of employment with the Client, the Client shall inform the Bank in writing of a separation from or termination of employment by any employee enrolled under the HRIS, indicating therein the complete name of such employee (with middle name), the relevant Payroll Account Number and the effective date of such separation from or termination of employment. Upon receipt of such written notice, the Bank shall proceed to close the relevant Payroll Account if the balance standing to the credit of such Payroll Account is zero; provided, that in case the Payroll Account is maintained with another financial institution, the Bank shall not be obliged to notify the said financial institution of the separation from or termination of employment of the account holder. In case the Payroll Account is maintained with the Bank, (x) a monthly service fee of Fifty Pesos (PhP50.00), Philippine Currency, shall be charged by the Bank against such Payroll Account in the event that no payroll credit is made to such Payroll Account for a continuous period of one year and the balance standing to the credit of such Payroll Account as of the end of such period is less than One Thousand Pesos (PhP1,000.00), Philippine Currency, and (y) such monthly service fee shall be debited by the Bank from such Payroll Account commencing on the first day of the month immediately succeeding such one-year period, and every month thereafter until the earlier of (A) a payroll credit to such Payroll Account is made and (B) the outstanding balance of such Payroll Account shall be reduced to zero.
(b) A Payroll Account may be opened by the Bank for a new employee enrolled by the Client under the HRIS upon written request by the Client, subject to compliance with item A of this Schedule 1-HRIS. Such new Payroll Account shall be governed by and operated in accordance with this Schedule1-HRIS and the General Terms and Conditions governing AUB BizKit.
H. Policies and Procedures Incorporated.
(a) The issuance and use of a Cash Card linked to a Payroll Account maintained with the Bank, as well as the usage of the Payroll Account maintained with the Bank, shall be governed by the prevailing terms, conditions and procedures imposed by the Bank on such services, which terms, conditions and procedures are hereby incorporated to this hereunder.
(b) This Schedule I-HRIS shall be subject to the prevailing terms and conditions of the Electronic Banking Services of the Bank, as may be amended from time to time.
(c) All other applicable policies, procedures, rules, terms and conditions (as the same may be updated or otherwise revised from time to time) of the Bank in respect of services and Bank processes related to the transactions contemplated hereunder are hereby incorporated to this Schedule I - HRIS; provided, that in case of any conflict between any provision hereof and such other policies, procedures, rules, terms and conditions, this Schedule I-HRIS shall prevail.