Legal

Merchant agreement

Last update: 16 July 2026

1. DEFINITION OF TERMS

The following terms, used either in singular or plural, shall have the meaning as set below:

1.1. AGREEMENT – these terms and conditions, including any annexes and attachments, along with any additional agreements concluded with the MERCHANT in regard to the SWIFTPAY SERVICE;
1.2. ACCOUNT STATEMENT – the information about the financial operations provided for the MERCHANT as part of the SWIFTPAY SERVICE;
1.3. CLIENT – the MERCHANT’s customer/end-user who transacts through the MERCHANT’s website or over the channels accepted by SWIFTPAY;
1.4. SWIFTPAY – the entity incorporated under the laws of Philippines under the name SWIFT TECHNOLOGY VENTURES INC. operating the SWIFTPAY SERVICE;
1.5. SWIFTPAY SERVICE or SERVICE – the service and software offered by SWIFTPAY that allows the CLIENT of any MERCHANT to pay for purchases through any payment channel jointly supported by the MERCHANT and SWIFTPAY. This system directly debits the CLIENT’s fund source and credits the MERCHANT’s account with SWIFTPAY. The full, current range of services and their specification is set out in “Attachment 1 – the Services” as available on the following website: https://swiftpay.ph/terms-of-use/;
1.6. FORMS – any electronic documents that have to be filled by the CLIENT with his/her financial data to use the SWIFTPAY SERVICE;
1.7. BUSINESS DAY – any day excluding Saturdays, Sundays, days declared in the Philippines as public holidays and days declared by the Bankers Association of the Philippines or any other entity as a holiday;
1.8. PRIVACY POLICY – refers to the policy provided for the processing of the personal information by SWIFTPAY, as set out in “Attachment 2 – Privacy Policy” as available on the following website: https://swiftpay.ph/privacy-policy/;
1.9. PAYMENT TRANSACTIONS – mean a legitimate transaction of payment or settlement made with the CLIENT, performed in whole or in part via electronic communication and processed with the use of the SERVICE, enlisted in the “Attachment 3 – Payment Transactions” as available on the following website: https://swiftpay.ph/terms-of-use/
1.10. GENERAL TERMS OF LICENSE – means general license terms regarding the SWIFTPAY SERVICE, set out in “Attachment 4 – General Terms of License” as available on the following website: https://swiftpay.ph/terms-of-use/
1.11. MERCHANT ACCOUNT – the transaction account designated by the MERCHANT to which funds collected by SWIFTPAY on behalf of the MERCHANT shall be transferred pursuant to this AGREEMENT;
1.12. SECURITY INCIDENT – any actual or reasonably suspected unauthorized access to, use, disclosure, modification, or destruction of MERCHANTS or CLIENTS data, personal information, or any information processed in connection with the SWIFTPAY SERVICE;
1.13. SETTLEMENT PERIOD – the period within which SWIFTPAY shall transfer to the MERCHANT the funds collected on the MERCHANT’s behalf, as agreed between the Parties and as set out in sec. 4.2. of this AGREEMENT.

2. GENERAL PROVISIONS

2.1. Under this AGREEMENT, SWIFTPAY agrees to provide services to allow MERCHANT to further provide SWIFTPAY SERVICES to the CLIENT.

2.2. The MERCHANT must read the terms and conditions of this AGREEMENT carefully. By accepting the AGREEMENT the MERCHANT acknowledges that he has read, understood and agreed with this AGREEMENT. The provisions of this AGREEMENT are effective towards the MERCHANT on the moment when the MERCHANT clicks “I agree” on the checkbox on the website, accepting the provisions of this AGREEMENT.

2.3. Nothing in this AGREEMENT shall be deemed to establish or imply any other relation or a partnership, company or joint venture between SWIFTPAY and the MERCHANT. Nothing in this AGREEMENT shall be deemed to construe either of the parties as the agent of the other.

2.4. The SWIFTPAY SERVICE is delivered to CLIENT on an “as is” basis and although SWIFTPAY has used its best endeavours to make the SERVICE work properly, SWIFTPAY does not warrant the performance of the SWIFTPAY nor the compatibility of the SWIFTPAY with CLIENTS’ devices.

2.5. SWIFTPAY reserves the right, but shall not be obliged, to pursue investigations and/or inquiries on the conduct and/or alleged violations by CLIENT based on any reports or complaints, and to impose appropriate penalties or consequences on the MERCHANT and CLIENT, at the sole and absolute discretion of SWIFTPAY.

3. SECURITY AND PRIVACY PROVISIONS

3.1. SWIFTPAY and MERCHANT will ensure the security and confidentiality of all information of the CLIENTS, in accordance with relevant laws.

3.2. Using the SWIFTPAY SERVICE requires certain information to be entered by the CLIENT to authenticate his identity and authorise access to his fund sources.

3.3. All transactions processed by SWIFTPAY will be included in the electronic files.

3.4. SWIFTPAY reserves the right to temporarily or permanently suspend the SWIFTPAY SERVICE to the MERCHANT for reasons including, but not limited to, security and privacy threats in accordance with the provisions of sec. 13 of this AGREEMENT.

3.5. Due to the requirements of security, privacy, and confidentiality, the MERCHANT is not allowed to enter data into the FORMS on behalf of the CLIENT.

3.6. By availing of SERVICE, the MERCHANT and its CLIENTS conclusively agree that the SERVICE to be provided by the SWIFTPAY shall be subject to the terms and conditions provided in the PRIVACY POLICY. The MERCHANT shall be obliged to pass the terms of the PRIVACY POLICY to the CLIENTS.

3.7. SWIFTPAY and the MERCHANT shall, in regard to the SWIFTPAY SERVICE, each implement and maintain technical, organizational, and administrative safeguards that are:

a) appropriate to the nature, scope, and complexity of each party’s respective role in the processing of CLIENT data and other protected information;
b) commensurate with applicable legal standards,
c) sufficient to meet each party’s obligations under the Data Privacy Act of 2012 (RA 10173) and applicable regulations of BSP (Bangko Sentral ng Pilipinas) or the National Privacy Commission.

3.8. To prevent frauds, errors or unauthorized access to, disclosure of, loss of, or destruction of CLIENT data and other protected information, each party shall implement and maintain necessary preventive safeguards within its own systems, processes, and personnel.

3.9. Each party shall implement and maintain mechanisms enabling to detect Security Incidents, fraudulent activity, and cyber threats in a timely manner.

3.10. The party that detects or reasonably suspects a Security Incident, fraudulent activity or a cyber threat in connection with the SWIFTPAY SERVICE shall notify the other party within twenty-four (24) hours of such detection or suspicion, providing sufficient information to enable the other party to assess its exposure and take protective measures.

3.11. Each party shall conduct a root-cause analysis of any confirmed Security Incident, fraudulent activity or a cyber threat within its own systems and implement remediation measures within a timeframe commensurate with the severity of the Incident. Both Parties shall cooperate in the investigation, remediation, and notification of affected persons and regulatory authorities as required by applicable law.

3.12. To facilitate the secure and efficient processing and sharing of data in compliance with applicable data privacy laws and BSP regulations, the Parties conclude the Data Processing Agreement.

3.13. Each party shall be liable for Security Incidents, data breaches, fraudulent activity, and cyber threats that arise from its own failure to implement or maintain the safeguards required in this Agreement and applicable laws. However, to the extent permitted by applicable law, SWIFTPAY may be held liable only for wilful misconduct, fraud or gross negligence of its employees or subcontractors.

3.14. The Parties acknowledge that merchant acquisition involves inherent risks, including but not limited to credit risk, fraud risk, operational risk, information security risk, and regulatory compliance risk. The following allocation of risks shall apply:

a) SWIFTPAY shall be responsible for: (i) the operational integrity of the SWIFTPAY SERVICE platform; (ii) the security of funds held in SWIFTPAY’s designated settlement accounts; (iii) compliance with BSP rules and regulations applicable to SWIFTPAY; and (iv) errors or losses directly attributable to SWIFTPAY’s gross negligence, willful misconduct, or fraud;
b) MERCHANT shall be responsible for: (i) the accuracy of merchant account and business information provided to SWIFTPAY; (ii) the legality and compliance of the MERCHANT’s products, services, and business practices; (iii) CLIENT-initiated fraud or errors arising from the MERCHANT’s platform, systems, or failure to implement required security measures; and (iv) chargebacks attributable to disputes raised by CLIENTS in connection with the MERCHANT’s goods or services;
c) Risks arising from circumstances beyond either Party’s control (force majeure events) or regulatory changes shall be treated as shared risks. The Parties shall cooperate in good faith to mitigate such risks and address their consequences.

4. SETTLEMENT, TIMING OF TRANSACTIONS, AND MERCHANT ACCOUNT

4.1. PAYMENT TRANSACTIONS received by SWIFTPAY up to the cut-off time of 12:00 midnight Manila, Philippine Time (GMT+8) will be considered as transactions of that day. Any transaction received by SWIFTPAY after the cut-off time will be considered as a transaction of the next day.

4.2. SWIFTPAY shall transfer to the MERCHANT the funds collected on the MERCHANT’s behalf within two (2) BUSINESS DAYS from the day the funds are received by SWIFTPAY (SETTLEMENT PERIOD). The transfer shall be made by bank transfer to the MERCHANT ACCOUNT.

4.3. SWIFTPAY shall maintain designated account/s with a Bangko Sentral Supervised Financial Institution (BSFI) where funds received or collected on behalf of MERCHANT are held separate from SWIFTPAY’S own funds and shall be properly accounted for. The funds in the designated deposit account/s shall only be used for settlement purposes with the MERCHANT and/or transfers related to merchant acquisition.

4.4. As part of the reconciliation process, SWIFTPAY shall provide the MERCHANT with an ACCOUNT STATEMENT on a daily basis reflecting all PAYMENT TRANSACTIONS processed during the relevant period. Upon receipt of the ACCOUNT STATEMENT, the MERCHANT shall:

a) review and verify the transactions reflected therein within five (5) BUSINESS DAYS;
b) notify SWIFTPAY of any discrepancy or disputed item within such period; and
c) if no dispute is raised within the said period, the ACCOUNT STATEMENT shall be deemed accepted by the MERCHANT.

SWIFTPAY shall respond to any reconciliation dispute raised by the MERCHANT in accordance with the Dispute resolution procedure set out in Sec. 14 of this AGREEMENT.

4.5. The remaining provisions relating to the settlement of PAYMENT TRANSACTIONS are set out in “Attachment 3 – Payment Transactions”, available at the following website: https://swiftpay.ph/terms-of-use/

4.6. SWIFTPAY shall remain liable to the MERCHANT for the Settlement of funds corresponding to PAYMENT TRANSACTIONS validly authorized, cleared, and received by SWIFTPAY, notwithstanding any failure, insolvency, delay, or default of the issuer of the payment instrument, a payment network, a sponsoring or partner financial institution, or any other intermediary participating in the processing of the PAYMENT TRANSACTION. This obligation is consistent with Section 503.7(b) of the BSP Manual of Regulations for Payment Systems and shall not be limited, excluded, or reduced by any other provision of this AGREEMENT.

5. MODIFICATIONS OF THE SWIFTPAY SERVICE

5.1. SWIFTPAY has the right to add/modify/remove payment methods from the SWIFTPAY SERVICE. The list of current, available payment methods shall be set out in “Attachment 1 – the Services” as available on the following website: https://swiftpay.ph/terms-of-use/

5.2. The MERCHANT will be informed about such changes with due notice and in case of the removal or modification of payment methods – at least 2 weeks before such removal or modification.

5.3. Sec. 15.1 of those Terms and Conditions will apply to removals or modifications of payment methods that are used at that time by the MERCHANT.

5.4. SWIFTPAY may issue from time to time revised versions of the SWIFTPAY SERVICE software, which may include improvements, extensions and general changes in the operation of the SWIFTPAY SERVICE software for the purpose of providing more functionality and better services. For revised versions of software the MERCHANT will be informed with announcements.

6. RESPONSIBILITIES OF THE MERCHANT

6.1. The MERCHANT will set up an interface to connect his website to the SWIFTPAY SERVICE to allow payments made through that system. Unless otherwise agreed upon, the MERCHANT will be responsible for the cost of setup, configuration, hardware, software, routers/modems, and other items that may be necessary to connect the MERCHANT system to the SWIFTPAY SERVICE.

6.2. The MERCHANT agrees that the SWIFTPAY SERVICE will be used solely for the website, products, and services as agreed by the Parties.

6.3. The MERCHANT is not allowed to use the SWIFTPAY SERVICE to receive payments for illegal or unethical products and services, as well as for products infringing on any third party’s copyright, patent, trademark, trade secret, or other property rights.

6.4. The MERCHANT is solely responsible for any non-delivery or erroneous delivery of his product/service.

6.5. The MERCHANT will bear the financial risk of any error or fraud committed by its CLIENTs with the use of the SWIFTPAY SERVICE.

6.6. The MERCHANT indemnifies SWIFTPAY against any damages and costs incurred by SWIFTPAY as a result of the activities set out in sec. 6.3-6.5 above, including fines and other related legal expenses, as well as obliges to hold SWIFTPAY harmless from any connected claims of third parties. Furthermore, the MERCHANT will hold SWIFTPAY harmless from all liability against the CLIENTS for the quality and delivery of the MERCHANT’s products or services.

6.7. The MERCHANT will handle all of his CLIENTS’ queries and complaints relating to the online purchase of products/services and payment via the SWIFTPAY SERVICE.

6.8. Any complaint arising from the billing made by the MERCHANT to his CLIENTS will be referred to the MERCHANT for immediate investigation and settlement.

6.9. In case there is a need to credit back a CLIENT’s account due to an erroneous payment or fraud, the MERCHANT agrees that SWIFTPAY may deduct the contested amount from the unsettled transactions to MERCHANT. If the unsettled transactions are insufficient to cover the amount to be credited back, the MERCHANT will pay the due amount immediately upon demand.

6.10. The MERCHANT will coordinate, promote, and enforce with the CLIENTS the policies, standards, and procedures of SWIFTPAY while using the SWIFTPAY SERVICE.

6.11. It is forbidden for the MERCHANT and CLIENT to proceed or allow third parties to make, and/or to attempt on their behalf to make and distribute copies of SWIFTPAY SERVICE, to attempt copying, reproduction and modification or reverse engineering of the Products or any part thereof, rent, lease, loan, sell, publish, grant sub-license, distribute, transfer or otherwise transfer any part of the application to any third party, to consolidate, adapt or create derivative works, reconstruction of objects or source code, to attempt to access otherwise the source code of the Products.

6.12. The MERCHANT shall, upon onboarding and thereafter on a continuing basis during the term of this AGREEMENT, provide SWIFTPAY with accurate, complete, and up-to-date information including:

a) business ownership and/or management — names and details of the MERCHANT’s owners, key officers, and authorized representatives;
b) business office and/or store address — the principal place of business and, where applicable, branch or store addresses where the SWIFTPAY SERVICE is utilized; and
c) nature of business — a description of the MERCHANT’s primary business activities, products, and/or services.

The MERCHANT shall notify SWIFTPAY in writing within ten (10) BUSINESS DAYS of any material change in the foregoing information. SWIFTPAY reserves the right to suspend or terminate the AGREEMENT in the event the MERCHANT fails to provide accurate or updated account maintenance information.

7. RESPONSIBILITIES OF SWIFTPAY

7.1. SWIFTPAY SERVICE is available and accessible via Internet. SWIFTPAY will make every reasonable effort to ensure that SWIFTPAY SERVICE is accessible and available. However, since this application is available via Internet, the quality and accessibility of the application may be affected by factors that are beyond SWIFTPAY’s control. Nothing in this section shall be deemed as a Company’s warranty on the SWIFTPAY SERVICE being accessible and available anytime.

7.2. SWIFTPAY is not responsible for the unavailability of the SWIFTPAY SERVICE or for any difficulty or inability to access, or for any other failure of the network (for example for network failures, telecommunication network delays etc.) in consequence of which the CLIENT cannot access SWIFTPAY SERVICE.

7.3. SWIFTPAY will:

a) Operate and maintain the SWIFTPAY SERVICE in a diligent manner so to make it available accessible and available anytime. Technical breaks are allowed if: 1) made in accordance with the requirements of the BSP and financial regulators, 2) forced by causes beyond SWIFTPAY’s reasonable control;
b) Provide the MERCHANT with relevant system documentation of its existing infrastructure to enable the MERCHANT to develop the required interface programs. Such documentation shall be available in “Attachment 1 – the Services” as available on the following website: https://swiftpay.ph/terms-of-use/;
c) Support the MERCHANT in the implementation of the SWIFTPAY SERVICE;
d) Accept and process payments through the channels available through the SWIFTPAY SERVICE, subject to sec. 4 and any legal restrictions imposed on SWIFTPAY;
e) Credit the account of the MERCHANT with the CLIENTS’ payments made through the SWIFTPAY SERVICE within the SETTLEMENT PERIOD;
f) Provide the MERCHANT with the ACCOUNT STATEMENT based on the agreed schedule to show the amounts credited or debited for the MERCHANT’s review in accordance with sec. 4.4. of this AGREEMENT;
g) Maintain adequate books and records of all PAYMENT TRANSACTIONS.

8. INTELLECTUAL PROPERTY

8.1. MERCHANT acknowledges that the copyright, designs, trademarks, and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph, or any other materials or works used or contained in the SWIFTPAY SERVICE or belonging to SWIFTPAY (collectively “SWIFTPAY’s IPR”) are the sole and exclusive property of SWIFTPAY and/or its licensors.

8.2. The MERCHANT agrees that with the exception when it is directly allowed by the Agreement, he will not, without SWIFTPAY’s prior written consent, perform the following:

a) reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink, or transmit by any means, or store in a system any part of SWIFTPAY’s IPR; or
b) create or use any derivative works from SWIFTPAY’s IPR.

8.3. The MERCHANT will make his clients aware of the SWIFTPAY SERVICE by displaying SWIFTPAY’s logo and the information about the service when on the website where the payments are processed. SWIFTPAY hereby grants the MERCHANT the non-exclusive, limited, revocable right to use SWIFTPAY’s logo for this purpose and only as part of the SWIFTPAY SERVICE provided to the MERCHANT.

8.4. GENERAL TERMS OF LICENSE apply to the use of the SWIFTPAY SERVICE by MERCHANT and CLIENT. It is MERCHANT’S responsibility and liability to acknowledge himself and the CLIENTS with the terms of the GENERAL TERMS OF LICENSE.

9. CONFIDENTIALITY

9.1. All information disclosed and exchanged between SWIFTPAY and the MERCHANT in the course of negotiations and further cooperation will be considered Confidential Information.

9.2. SWIFTPAY and MERCHANT shall keep strictly confidential the Confidential Information received from the other Party, irrespective of whether it has been provided directly by the other Party or by a third party acting on its behalf, and shall not share this Information with third parties in part or in full.

9.3. For the purpose of this AGREEMENT, the Confidential Information shall mean any information relating to the Party that the Party has not made available in the public domain and includes: (i) trade secrets, information relating to Party’s customers, accounts, employees, suppliers, financial and operational information or any information revealed to the Party; (ii) concepts, methods, techniques, programs, processes, information, data, systems, know-how, as well as copies, analyses, compilations, methodologies, notes, studies, memoranda or other documents containing or reflecting such information; (iii) all software, computer programs, source code, object code, documentation, data and information regarding products or services, whether finished, under development or being tested, whether any or all of the foregoing are in tangible, magnetic, digital or other form; and (iv) information generally regarded as confidential in the industry or business in which the Party is engaged, which are or shall be owned, developed, used by, related to or arise from the Party, its businesses, activities, investigations, work of its employees or agents, utilization of facilities or information, now or in the future, whether or not published, copyrighted, registered or suitable therefore.

9.4. The receiving Party shall use the Confidential Information exclusively to the necessary extent and exclusively for the purpose of carrying out the Agreement.

9.5. The Party may disclose Confidential Information, to the necessary extent, exclusively if:

a) the Party that provided the Information agrees in writing to such disclosure, specifying the extent of the disclosure and the entities to which the disclosure may be made,
b) the Information has already become public in circumstances not resulting from a prohibited act,
c) the Information had already been known to the receiving Party prior to receiving it from the disclosing Party, from a source other than a source obliged to keep the Information confidential, provided that this can be proved,
d) the disclosure is required by an authorized entity in the legally prescribed form, or if the obligation to disclose results from a final and binding court or administrative decision; however, the disclosing Party shall notify the other Party, in appropriate advance, about its legal obligation to disclose the Information, so as to enable the other Party to take factual or legal actions that could prevent or limit the extent of such disclosure.

9.6. Each of the Parties shall take any and all reasonable measures in order to protect the confidentiality of the information received from the other Party and shall be liable for the observance of the confidentiality obligation by the persons to which it entrusts the carrying out of the tasks related to the cooperation between the Parties.

9.7. Each of the Parties shall in particular:

a) protect the confidentiality of information exercising the same level of diligence as with respect to its own strictly confidential information and/or information of similar nature; such diligence shall in each case be at least reasonable,
b) secure and protect computer systems for data processing, databases, and documents in its possession that concern the other Party against access from unauthorized persons,
c) limit the access to Confidential Information to only those of its employees and legal or economic advisors that need to know it and have been informed about the confidentiality obligation under this Agreement,
d) in each individual case inform the persons having access to the Confidential Information of the other Party about the nature of this Information and ensure that these persons undertake not to disclose the Information shared with them, on the same terms and conditions as specified in this Agreement.

9.8. The above obligations shall bind the Parties for the entire term of the Agreement and after its termination or expiry, until the Information ceases to be confidential.

9.9. At the written request of the disclosing Party and after the termination or expiry of the Agreement, the receiving Party shall cease to use the Confidential Information of the other Party and shall destroy any and all materials containing such Information, including copies of such materials. At the request of the disclosing Party, the receiving Party shall provide it with a written report confirming the destruction of any and all carriers holding the information received. At the request of the disclosing Party, the receiving Party shall return any and all documents, samples, drawings, prototypes, and similar items received under this Agreement.

10. FEES FOR THE SWIFTPAY SERVICE

10.1. The fees will be paid according to the fee schedule set out in “Attachment 5 – Fee Schedule” (“Fee Schedule”) as available in Section 2.2 of the Memorandum of Agreement (MOA) executed between SwiftPay and the Merchant.

10.2. SWIFTPAY may introduce changes to its Fee Schedule during the term of the Agreement with the MERCHANT. SWIFTPAY will inform the MERCHANT about the changes at least thirty (30) calendar days’ prior written notice before introducing a new Fee Schedule.

10.3. The MERCHANT may terminate the Agreement if he does not agree with pricing terms introduced as part of a new Fee Schedule, in accordance with the rules of termination set out in sec. 13 of this AGREEMENT.

10.4. SWIFTPAY may suspend the service provided to the MERCHANT if he does not issue payments in accordance with the Fee Schedule. The transactions started by the CLIENTS using the SWIFTPAY SERVICE before the suspension of the services will be completed by SWIFTPAY.

10.5. All fees paid/payable to SWIFTPAY by MERCHANT under this Agreement shall be payable in cleared funds in the agreed currency on the due date of such amounts inclusive of all applicable Philippine taxes.

10.6. SWIFTPAY shall pay the MERCHANT the full amount in the Merchant Payment File generated by the System, net of the Merchant Discount Rate as agreed in the Merchant Agreement Enrolment Form.

10.7. In the event that MERCHANT will be required to withhold tax and remit the same to tax authorities, MERCHANT can reimburse an expanded tax of 2% of the total Merchant Discount Rate provided that MERCHANT shall first provide a copy of the basis or proof of the MERCHANT’S obligation to withhold tax. Thereafter, the MERCHANT shall furnish the corresponding Certificate of Tax Withheld not later than twenty (20) days after the end of each quarter.

11. REPRESENTATIONS AND WARRANTIES OF THE MERCHANT

11.1. The MERCHANT hereby represents and warrants that:

a. he is duly licensed and have the right to market, distribute, and sell his products or services online,
b. the content provided by the MERCHANT does not infringe upon any copyright, trademark, or other proprietary rights of third parties,
c. the content provided by the MERCHANT does not violate any relevant laws or third parties’ rights established under contracts made by the MERCHANT with those third parties.
d. the information provided in connection with Sec. 6.12 is accurate, complete, and not misleading; and
e. the MERCHANT is not engaged in any illegal or fraudulent business activities and is not the subject of any pending investigation, lawsuit, or regulatory action that would materially affect its ability to perform its obligations under this AGREEMENT.

12. LIMITATION OF LIABILITY

12.1. Except to the extent that any exclusion or limitation of liability is void, prohibited or unenforceable by applicable law, SWIFTPAY’S liability shall be limited as provided in this Sec. 12.

12.2. SWIFTPAY shall not be liable for any direct or indirect damage that may be caused with the use of SWIFTPAY SERVICE; in particular, SWIFTPAY shall have no liability for any loss of profit or revenue or for any consequential, indirect, incidental, special, punitive, or exemplary damages, even if advised of their possible existence, except to the extent such losses arise directly from SWIFTPAY’s gross negligence, willful misconduct, or fraud.

12.3. SWIFTPAY excludes all liability and responsibility in contract, tort (including negligence), or otherwise, for any: loss or damage resulting, directly or indirectly, from the use of, or reliance on, the SWIFTPAY SERVICE and software, except to the extent such losses arise directly from SWIFTPAY’s gross negligence, willful misconduct, or fraud.

12.4. SWIFTPAY is not responsible for any disruption which may be attributed to Internet malfunctions, network delays, power outage, malfunction of the CLIENT’S computer, laptop, phone or tablet, malfunction or fall of mobile providers systems or internet service providers.

12.5. Nothing in this Section 12 shall limit or exclude SWIFTPAY’s Settlement obligation under Section 4.6 of this AGREEMENT.

13. TERM, SUSPENSION, TERMINATION

13.1. This Agreement will remain in force for an initial term of 1 (one) year and will be automatically renewed every year thereafter unless otherwise terminated upon the request of either party, by giving the other party written notice of at least one (1) month in advance.

13.2. Apart from circumstances set out in sec. 6.12. and 10.4 of this AGREEMENT, SWIFTPAY may temporarily suspend the SWIFTPAY SERVICE to the MERCHANT, with notice, upon the occurrence of any of the following grounds:

a) breach by the MERCHANT of any provision of this AGREEMENT;
b) the MERCHANT is suspected to be involved in fraudulent or illegal activity based on information obtained by SWIFTPAY from a reliable source, a complaint from an aggrieved party (especially from the CLIENT), or a finding under SWIFTPAY’s own monitoring systems indicating that;
c) suspension is necessary to ensure compliance with applicable law or BSP regulation, or prevention of imminent harm to SWIFTPAY’s systems or data,
d) fault of the CLIENT which is causing SWIFTPAY SERVICE to perform at a reduced level.

To recover access to the SWIFTPAY SERVICE, the MERCHANT has to submit a satisfactory explanation in regard to the concerns of SWIFTPAY that led to the suspension of the services. If the explanation is plausible, SWIFTPAY will reactivate the SWIFTPAY SERVICE within 10 BUSINESS DAYS of the filing of such an explanation.

13.3. SWIFTPAY may terminate this Agreement with an immediate effect upon notice, due to material breach of the Agreement by the MERCHANT or its CLIENT. The Agreement may be terminated under this clause only if the infringing Party does not remedy the breach within 3 (three) days from receipt of a request from SWIFTPAY. SWIFTPAY may terminate the Agreement with immediate effect and without a prior call if the breach is not capable of remedy. The following types of the breach shall be deemed to be, among other things, a material breach of the Agreement not capable of remedy:

a) MERCHANT or CLIENT infringes or otherwise violates any copyright, trademark, or other intellectual property rights of SWIFTPAY;
b) MERCHANT uses the SWIFTPAY logo, logo marks or other SWIFTPAY website/branding imagery in a header graphic or in any way as to indicate they are officially partnered with SWIFTPAY;
c) MERCHANT promotes discounts that were not provided and set directly by SWIFTPAY, without SWIFTPAY’S prior consent;
d) MERCHANT promotes, markets, offers or sells during the term of this Agreement any products which are competing with the SERVICE;
e) MERCHANT uses misleading practices, either through action or omission, negligence and/or has unfair credit relationship with any of the customers using SWIFTPAY SERVICE;
f) MERCHANT infringes the provisions of this Agreement regarding payment and calculation of the fees in a way that SWIFTPAY is exposed to the risk of financial loss;
g) MERCHANT breaches PRIVACY POLICY;
h) MERCHANT is involved in fraudulent or illegal activity, as substantiated by adequate and appropriate evidence following investigation or assessment by SWIFTPAY;
i) the MERCHANT is convicted with finality by a court of law for any fraudulent or illegal activity in connection with the SWIFTPAY SERVICE or the MERCHANT’s business.

13.4. Upon termination of this AGREEMENT:

a) All rights and licenses granted to the MERCHANT or CLIENTS shall automatically expire;
b) SWIFTPAY shall complete the processing of all PAYMENT TRANSACTIONS initiated prior to the effective date of termination and shall settle all outstanding amounts owed to the MERCHANT within the applicable SETTLEMENT PERIOD;
c) Each Party shall return or, at the other Party’s request, destroy all Confidential Information of the other Party in its possession.

14. DISPUTE RESOLUTION AND MERCHANT PROTECTION

14.1. The Dispute resolution procedure outlines SWIFTPAY’s commitment to protecting MERCHANTS using its services by establishing a clear redress mechanism ensuring fair treatment and compliance with regulatory requirements, including the Financial Products and Services Consumer Protection Act (RA No. 11765).

14.2. This procedure is applicable to all MERCHANTS registered with SWIFTPAY, covering all the disputes, which may arise within the following transaction life cycle:

a) Initiation – CLIENT initiates payment at MERCHANT’s point of sale by selecting a payment method supported by the SwiftPay Service,
b) Authentication – CLIENT is authenticated by the applicable payment instrument,
c) Authorization – SWIFTPAY’s system receives the authorization request and transmits it to the relevant payment network, issuer, or e-wallet operator for approval or decline,
d) Processing and Clearing – upon authorization, the transaction is processed and cleared through the applicable payment rail,
e) Settlement – cleared funds are transferred by SWIFTPAY to the MERCHANT’s designated MERCHANT ACCOUNT within the SETTLEMENT PERIOD, net of Merchant Fees and authorized deductions.
f) Reconciliation – SwiftPay generates and delivers the ACCOUNT STATEMENT to the MERCHANT. MERCHANT reconciles the ACCOUNT STATEMENT against its own records.
g) Post-Settlement Review – period during which chargebacks, disputes, refunds, or failed transaction reversals may be initiated and processed.

14.3. This procedure is applicable in particular to the following types of disputes:

a) disputes related to transactions, arising when the MERCHANT disputes the net amount credited to its MERCHANT ACCOUNT, including claims that: (i) the gross transaction volume credited does not match the MERCHANT’s own records; (ii) MERCHANT Fees or deductions applied by SwiftPay are incorrect, unauthorized, or inconsistent with the Fee Schedule; (iii) currency conversion rates (for cross-border transactions, if applicable) were applied incorrectly; (iv) a payment transaction is declined at stage of its Authorization or Processing and Clearing after the CLIENT’s fund source has been debited; (v) a successfully authorized and cleared transaction is not reflected in the settlement amount credited to the MERCHANT within the SETTLEMENT PERIOD specified in Sec. 4.2.; (vi) the MERCHANT’s own records do not match the ACCOUNT STATEMENT provided by SwiftPay as part of the reconciliation process under sec. 4.4. of the AGREEMENT;
b) disputes related to chargebacks, arising when the issuer of a payment instrument initiates a reversal of a previously settled transaction through the applicable card scheme or payment network;
c) disputes related to unauthorized debits, arising when a payment transaction is processed through the SWIFTPAY SERVICE without the knowledge or authorization of the MERCHANT or the CLIENT, including disputes arising from: (i) account takeover of MERCHANT’s SWIFTPAY credentials; (ii) use of a fraudulent payment instrument by a CLIENT; (iii) processing errors that result in duplicate or phantom transactions;
d) service-related concerns, arising when the MERCHANT claims that the SWIFTPAY SERVICE was unavailable resulting in the MERCHANT’s inability to initiate payment transactions.

14.4. SWIFTPAY has implemented the following structured redress mechanism to address MERCHANTS concerns efficiently:

(a) Filing a Complaint
MERCHANTS must submit their complaints via email to support@swiftpay.ph or through the merchant support portal. The complaint should include transaction details, supporting documents, and a clear description of the issue. Merchants must report any unauthorized transactions immediately.

(b) Acknowledgment
SwiftPay will acknowledge receipt of the complaint within 1 business day. A case reference number will be assigned for tracking purposes.

(c) Investigation and Resolution
The Compliance and Risk Team will review the complaint and conduct an initial assessment. If additional information is needed, the MERCHANT will be notified. Resolution timelines will depend on the complexity of the issue: (i) simple disputes: 3-7 business days; (ii) complex cases requiring third-party coordination: 10-15 business days. Temporary holds or reversals may be applied during the investigation. Refunds, if applicable, will be processed according to SwiftPay’s refund policy.

(d) Escalation
If the MERCHANT is not satisfied with the resolution, they may escalate the matter to SwiftPay’s Compliance Officer. Further escalation to regulatory bodies such as the BSP or AMLC may be pursued if necessary.

14.5. For any further assistance, MERCHANTS may reach out to:

a) e-mail: support@swiftpay.ph
b) Support Portal: https://swiftpay.ph/contact-us/

14.6. SwiftPay ensures compliance with the BSP’s rules on merchant protection and financial consumer rights.

15. MISCELLANEOUS

15.1. This Agreement may be subject to periodic review and be amended 1) by SWIFTPAY or 2) upon mutual consent of the parties. If the Agreement is amended by SWIFTPAY, it will inform the MERCHANT by providing a written notice at least 30 calendar days before introducing the changes and the MERCHANT may object to any material amendments within 2 weeks of receiving the information about the planned changes, notifying SWIFTPAY about his will of terminating the Agreement with 2 weeks’ notice. If the MERCHANT does not object to the proposed amendments, it is deemed he accepted a new version of the Agreement.

15.2. No provision of this Agreement will be deemed to have been waived or modified unless such waiver or modification is evidenced by a written instrument.

15.3. This Agreement may not be transferred or assigned by the MERCHANT without the prior written consent of SWIFTPAY.

15.4. This Agreement will be governed by Philippine law. All disputes arising out of or in connection with this Agreement will be settled by the courts of the competent jurisdiction over SWIFTPAY’s seat in the Philippines.

15.5. Neither SWIFTPAY nor the MERCHANT will be liable for any loss, damage, or delay caused by war, riots, civil commotion, strikes, lock-outs, or other such causes beyond the reasonable control which prevent or delay the performance of obligations arising out of this Agreement, provided the affected Party notifies the other Party of such event within the period of 3 BUSINESS DAYS of its occurrence and takes all reasonable steps to mitigate its effects.

15.6. SWIFTPAY and the MERCHANT’s representatives declare that they are duly authorised to enter into this Agreement on behalf of their companies.

PREVIOUS VERSIONS

May 7, 2021