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Terms of use

Last update: May 07, 2021

INTRODUCTION

I. These General Terms of Use are made between the entity incorporated under the laws of Philippines under the name SWIFT TECHNOLOGY VENTURES INC (hereinafter: the PROVIDER or SWIFTPAY) and you (hereinafter: the CLIENT and/or MERCHANT).

II. By downloading, installing or using all or any portion of the services or software of SWIFTPAY (hereinafter: SWIFTPAY SERVICE or SERVICE), the CLIENT and/or MERCHANT agrees to be legally bound by these GENERAL TERMS and fully accepts all of the terms in the GENERAL TERMS. If the CLIENT and/or MERCHANT does not accept these GENERAL TERMS, using or distributing the SERVICE will not be possible.

III. The CLIENT and/or MERCHANT agrees to these GENERAL TERMS on behalf of the company or other legal entity for which it is acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual. By accepting these GENERAL TERMS the CLIENT and/or MERCHANT represents and warrants that:

a) it has the requisite corporate power and authority to execute, deliver and perform its obligations under these GENERAL TERMS;

b) it has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under these GENERAL TERMS under all applicable laws of all authorities having jurisdiction over the SERVICES, except to the extent the failure to obtain any such license, authorizations, approvals, consents or permits is, in the aggregate, immaterial;

c). the execution and performance of these GENERAL TERMS and the consummation of the transactions contemplated by these GENERAL TERMS have been duly authorized by the requisite corporate action on the part of such CLIENT and/or MERCHANT, if required;

d) the execution, delivery, and performance of these GENERAL TERMS shall not constitute a violation of any judgment, order, or decree; a material default under any material contract by which it or any of its material assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default.

IV. Note – other agreements concluded by the CLIENT and/or MERCHANT with SWIFTPAY, if any, may refer to a separate name of this document. This shall in any way affect the enforceability of these GENERAL TERMS.

1. DEFINITION OF TERMS

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

1.1.  GENERAL TERMS or TERMS – these general terms of use, including any annexes and attachments, along with any additional agreements if concluded. These GENERAL TERMS also include terms of license attributable to the use or distribution of SWIFTPAY SERVICE;

1.2. CLIENT – the MERCHANT’s customer/end-user who transacts through the MERCHANT’s website or over the software, tools or channels provided or accepted by SWIFTPAY;

1.3. SWIFTPAY or SERVICE PROVIDER – the entity incorporated under the laws of Philippines under the name SWIFT TECHNOLOGY VENTURES INC operating the SWIFTPAY SERVICE;

1.4. SWIFTPAY SERVICE or SERVICE – the service and software offered by SWIFTPAY that allows to pay for purchases or receive money through any payment channel;

1.5. MERCHANT – an individual or entity entitled to distribute SWIFTPAY SERVICE to the CLIENT;

1.6. CLIENT – an individual or entity who acquired access to the 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. PAYMENT TRANSACTIONS or TRANSACTIONS – mean a legitimate transaction of payment, pay-out (to receive money) or settlement made with the CLIENT, performed in whole or in part via electronic communication and processed with the use of the SERVICE. The transaction may be:

a) processed over electronic systems including in particular the Internet, software systems and applications, mobile phone applications, other computer systems and networks;

b) a legitimate transaction of payment, pay-out or settlement as made between the MERCHANT and the CLIENT performed in a manner approved and certified by SWIFTPAY;

c). payment transactions made by the CLIENT, without the use of electronic system, in particular through presentation of a credit or debit card or through other system or method compatible with the SERVICE;

1.9. BANK – means an operator of banking system, card network that issues a credit, debit or prepaid account or operates a system that is compatible with SERVICE and the PAYMENT TRANSACTIONS.

2. GENERAL PROVISIONS, EFFECTIVE DATE

2.1. SWIFTPAY is a corporation entitled to engage in the business concerning provision of SERVICES regarding TRANSACTIONS, also by acquiring MERCHANTS to accept payments through various channels and systems.

2.2. The MERCHANTS and BANKS have agreed with SWIFTPAY to honour payments and TRANSACTIONS made through agreed means of TRANSACTIONS, under the terms and conditions hereinafter stipulated.

2.3. The CLIENT and/or 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 SERVICE or belonging to SWIFTPAY are the sole and exclusive property of SWIFTPAY and/or its affiliates, licensors or other third parties that hold rights to the particular part of SERVICE.

2.5. These GENERAL TERMS shall be effective, valid and binding from the time that the CLIENT and/or MERCHANT agrees to them or the time the CLIENT and/or MERCHANT starts to use any of the SERVICE, and will be in full force and effect up to the time that it is terminated by SWIFTPAY or CLIENT and/or MERCHANT, save for some provisions which shall remain effective after termination, as stated in these GENERAL TERMS, under any law, rule or regulation.

3. SWIFTPAY TERMS

3.1.  SWIFTPAY shall not be obliged to process any particular TRANSACTION. When a CLIENT or MERCHANT provides SWIFTPAY with a request to perform certain TRANSACTION, it shall be considered that the CLIENT or MERCHANT is requesting that SWIFTPAY processes the requested TRANSACTION on behalf of CLIENT and/or MERCHANT, with the implied consent of the CLIENT and/or MERCHANT. SWIFTPAY may, at its own discretion, decide whether to accept the TRANSACTION or not to accept the TRANSACTION. SWIFTPAY shall notify its decision to CLIENT and/or MERCHANT regarding accepting or not accepting the TRANSACTION promptly and return any payments, if such repayment is due and is not prohibited. SWIFTPAY’S acceptance to proceed with the TRANSATION does not result in any waiver of its right to suspend or cancel the TRANSACTION.

3.2. SWIFTPAY reserves the right to modify, suspend, stop or terminate any of its SERVICE immediately upon notice, at any time and from time to time, in particular if such termination is allowed under the applicable laws and regulations of the Philippines.

3.3. CLIENT and/or MERCHANT shall not undertake any actions to interfere or attempt to interfere with the proper performance of the SERVICE and the software included therein. SWIFTPAY shall have, at all time, right to audit and verify any and all activities performed within or with an use of the SERVICE.

3.4. SWIFTPAY makes no warranty, either express or implied, in regard with any and all TRANSACTION times and levels as provided to CLIENT and/or MERCHANT, including those published on SWIFTPAY’S websites. SWIFTPAY will make its best efforts perform the TRANSACTIONS within the agreed time, but any TRANSACTION may be withheld, delayed, revoked or cancelled for any reason, including in particular: failure to verify the subject and object of the TRANSACTION; failure to get any information required from the CLIENT and/or MERCHANT; events provided under the provisions of the applicable laws, rules or regulations.

3.5. Save to other provisions of this section 3, SWIFTPAY shall be entitled, at its own discretion and without a need to provide justification, to refuse or cancel TRANSACTION if, in particular: (a) SWIFTPAY is unable to verify the identity of the parties involved in TRANSACTION; (b) CLIENT and/or MERCHANT fail to provide SWIFTPAY with information or data required to complete and perform the TRANSACTION; or (c) SWIFTPAY’S justified belief that the CLIENT and/or MERCHANT are using the SERVICE in breach of its terms set in this and other documents concerning the use of the SERVICE, or any applicable laws, rules or regulations.

3.6. SWIFTPAY shall have the right to suspend or block the TRANSACTION if SWIFTPAY has a justified belief that its performance may be illegal, fraudulent, unauthorized or otherwise suspicious. SWIFTPAY may, but shall have no obligation to inform the parties to the TRANSACTION about such suspension or blocking. The rights of SWIFTPAY as set in this section 3.6. are hereby acknowledged and confirmed by the CLIENT and/or MERCHANT. CLIENT and/or MERCHANT indemnifies and agrees to hold SWIFTPAY harmless against any and all legal and actual consequences of such suspension or blocking, or any loss or damage which a party may suffer as a result thereof, and SWIFTPAY shall have no liability in this regard.

3.7. If the TRANSACTION was performed in accordance with the instructions of the CLIENT and/or MERCHANT which proved to be false, fraudulent or otherwise incorrect, SWIFTPAY shall have no liability in regard with this TRANSACTION, however, will make all reasonable efforts to amicably settle such situation and assist the involved parties.

4. CONSENT OF THE CLIENT AND/OR MERCHANT

4.1. Save to other representations as set in these GENERAL TERMS or other documents concerning the use of the SERVICE, the CLIENT and/or MERCHANT, the CLIENT and/or MERCHANT agree to, in particular:

a). comply with the terms and conditions of the SERVICE, as resulting from these TERMS and other documents concerning the use of the SERVICE;

b). pay all obligations, fees and other amounts applicable to the use of the chosen SERVICE. Such amounts may be set-off or deducted from or against any other amounts due to or from SWIFTPAY in regard with the use of the SERVICE, without any notice;

c). comply with the license terms and refrain from any actions to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the SERVICE and the software included therein, unless it is expressly permitted or required by law, or unless the SWIFTPAY has granted the CLIENT his prior consent made in a written form in order to be valid;

d) refrain from any actions to circumvent, disable, or otherwise interfere with security-related features of the SERVICE;

e). not to probe, scan or test the vulnerability of the SERVICE or any network connected to it, and not to breach the security or authentication measures on the same;

f) refrain from interfere or attempt to interfere with the proper working of the Services or any transaction being conducted using the Services, or with any other person’s use of the SERVICE;

g) provide SWIFTPAY with: (a) true, accurate, current and complete data and information regarding the parties to the TRANSACTION, as required by SWIFTPAY to perform the TRANSACTION; (b) provide the identity document, as may be required; (c) provide SWIFTPAY with any other information that must be provided for the SERVICE to be properly executed;

h). not to try to revoke, cancel or suspend the TRANSACTION already processed by SWIFTPAY or the TRANSACTION already accepted to processing;

i). update the software as included in SERVICE, if required.

4.2. CLIENT and/or MERCHANT agree to hold SWIFTPAY harmless and free of liability for any content that they create, upload, transmit or display while using the SERVICES. SWIFTPAY shall have no liability in regard with any consequences of the CLIENT’S and/or MERCHANT’S interference with the SERVICES. CLIENT and/or MERCHANT agree not to share, create, upload, transmit or display any material, information which is or may be covered by copyright, patent, trade secret, trademark, trade name, service mark or any property rights, including privacy and/or publicity rights, unless under the relevant licenses or other intellectual property right.

4.3. CLIENT and/or MERCHANT agree that by using the SERVICES,, they take sole responsibility for whatever consequences that may arise out of use of the SERVICES. CLIENT and/or MERCHANT acknowledge and confirm that SWIFTPAY shall not be liable for and the CLIENT and/or MERCHANT agree to hold SWIFTPAY free from, any direct incidental, special, consequential, indirect, or punitive damages whatsoever resulting from your use of, or your inability to use, the SERVICES. CLIENT and/or MERCHANT agree to indemnify SWIFTPAY from any direct, incidental, special, consequential, indirect, or punitive damages whatsoever resulting from your use of the SERVICES contrary to these GENERAL TERMS.

4.4. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion but without obligation, to collect, screen, review, flag, filter, modify, block, refuse or remove any and/or all information provided by any user, explicitly or implicitly to and through the SERVICES. SWIFTPAY shall be held free from any liability, both under equity and the law, arising or that may arise out of any such collection, screening, review, flagging, filtering, modification, blocking, refusal or removal of any and/or all information provided by any user to and through the SERVICES.

5. SCOPE OF LICENSE – MERCHANT

5.1. Without any additional remuneration, SWIFTPAY grants MERCHANT a royalty-free, revocable (under terms and conditions provided hereunder), countrywide (limited to the territory of Philippines), English-language, non-exclusive, non-sublicensable right and sub-license to access, use, sub-license and re-sell the SERVICE to CLIENTS, with terms no less restrictive than those set forth herein in this section 5.

5.2. Without any additional remuneration, SWIFTPAY grants MERCHANT a royalty-free, revocable (under terms and conditions provided hereunder), countrywide (limited to the territory of Philippines), English-language, non-exclusive, non-sublicensable right and sub-license:

a) to use SERVICE for commercial demonstration, sales and support purposes;

b). to distribute and sublicense to CLIENTS the right to use the SERVICE on terms defined in these GENERAL TERMS;

c). to integrate its own products and software with the SERVICE, with the use of the application programming interface (API) or software development kit (SDK) of the SERVICE, if shared by SWIFTPAY (this shall, however, not result in granting any rights to the MERCHANT or the CLIENT in regard with the API and/or SDK); 

d). to distribute any corrections, updates, upgrades, modifications and enhancements of the SERVICE delivered by SWIFTPAY solely to the extent necessary to update or upgrade the SERVICE if reasonable and required.

6. SCOPE OF LICENSE – CLIENT

6.1. Without any additional remuneration, SWIFTPAY grants CLIENT a royalty-free, revocable (under terms and conditions provided hereunder), countrywide (limited to the territory of Philippines), English-language, non-exclusive, non-sublicensable right and sub-license to access and use the SERVICE. The license is granted in the following fields of exploitation:

a). to use SERVICE in accordance with its specification;

b) to download software being a part of the SERVICE, if the specification of the SERVICE provides for such possibility;

c) to display the SERVICE on a screen of the device, including as a part of the other system that implements the SERVICE;

d) to launch SERVICE on the device, including as a part of the other system that implements the SERVICE;

e) to use SERVICE for performing the transactions.

7. THIRD PARTIES’ SERVICES AND SOFTWARE

7.1. The SERVICE and the software included therein (or any portion thereof) may contain content provided by third party services and resources. The CLIENT and/or MERCHANT acknowledges and agrees that SWIFTPAY shall not be responsible or liable for: the availability or accuracy, appropriateness, completeness or non-infringement of such third-party software or services or the content, products, or services available on or through such third-party services. The availability of such third-party services does not imply any endorsement by the SWIFTPAY of such third-party services or the content, products, or services available therefrom.

7.2. SWIFTPAY makes no representation or warranties whatsoever about any service, content and/or any other resources provided by the third party.

8. PROHIBITED USE

8.1. The CLIENT and/or MERCHANT:

a) shall not offer, distribute or give SERVICE and the software included therein (or any portion thereof) in any way, either of charge or free of charge (sell, sublicense, rent, lease, share or other) to any third parties – in a manner other than this permitted under these GENERAL TERMS or any other agreements concluded with SWIFTPAY;

b) shall not automate the use of the SERVICE and the software included therein (or any portion thereof) nor host the SERVICE and the software included therein (or any portion thereof) in a server environment or on any devices in order to provide its functionality to any third parties;

c) shall not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the SERVICE and the software included therein, unless it is expressly permitted or required by law, or unless the SWIFTPAY has granted the CLIENT and/or MERCHANT his prior consent made in a written form in order to be valid;

d) shall not assign the rights granted by these GENERAL TERMS to any third party without obtaining a SWIFTPAY’S prior consent to do so, made in a written form in order to be valid.

8.2. If not otherwise agreed with the CLIENT and/or MERCHANT, the license granted herein under these GENERAL TERMS shall not include the right to:

a) disseminate the particular works and their copies or place them on the market;

b) translate, adapt, change the layout, or make any other changes to the works, develop the SERVICE and the software included therein (or any portion thereof), decompile, reverse engineer, reproduce, or modify the SERVICE and the software included therein (or any portion thereof) in part or in full, copy the source code of the SERVICE and the software included therein (or any portion thereof), or translate the form of the code.

c) exercise or permit the exercise of any derivative copyrights to the software.

8.3. The source code of the SERVICE and the software included therein (or any portion thereof) is not a part of the subject matter of the rights granted to CLIENT and/or MERCHANT.

8.4. SWIFTPAY shall have the right to terminate or revoke the license with immediate effect if the CLIENT and/or MERCHANT violates the terms and conditions of this section 8 of the TERMS or any other provisions of these GENERAL TERMS or other agreements concluded with SWIFTPAY and does not cease to do so, removing the consequences of his violations, within the deadline set by the SWIFTPAY in an additional request, which shall be no longer than 3 (three) Business Days.

9. NO WARRANTY, LIMITATION OF LIABILITY

9.1. SWIFTPAY makes no warranty, express or implied, regarding the performance or functionalities of the SERVICE and the software included therein (or any portion thereof) offered to the CLIENT and/or MERCHANT. In particular, SWIFTPAY makes no warranty:

a) in regard with the content, accuracy and correctness of the data or information provided to or received from the SERVICE;

b) that the SERVICE will be error-free and the use of SERVICE will be uninterrupted;

c) that any particular result or information will be obtained when using SERVICES.

9.2. The CLIENT and/or MERCHANT acknowledge and accept that:

a) the SERVICE and the software included therein (or any portion thereof) may be used only on the devices and in a manner defined in the specifications made available by the SWIFTPAY;

b) the performance, machining times, and other parameters specified by the SWIFTPAY in any document or in other publicly available materials are of general and approximate nature and may differ from the actual parameters achieved by the CLIENT and/or MERCHANT when using the SERVICE and the software included therein (or any portion thereof);

c) the SWIFTPAY does not guarantee that the CLIENT and/or MERCHANT will achieve any result in connection with the use of the SERVICE and the software included therein (or any portion thereof);

d) the SWIFTPAY does not guarantee that the SERVICE and the software included therein (or any portion thereof) is free from errors; however, the SWIFTPAY takes actions intended to minimize the occurrence of potential errors in the SERVICE and the software included therein (or any portion thereof);

e) the SWIFTPAY does guarantee any minimum frequency of providing the CLIENT and/or MERCHANT with software updates.

9.3. SWIFTPAY shall not be liable for any loss, costs, compensation, damage or liability to the CLIENT and/or MERCHANT and/or third party arising directly or indirectly as a result of any or all of the following:

a) refusal of SWIFTPAY or BANK to allow, accept or honour the TRANSACTION, for any reasonable reason or in compliance with applicable laws and policies;

b) TRANSACTION is not authorized for any reason whatsoever;

c) any defective product or quality of service is purchased through the SERVICE;

d) CLIENT and/or MERCHANT is unable to perform or complete any TRANSACTION due to service/system/line unavailability;

e) any delay, interruption or termination of the TRANSACTION whether caused by administrative error, technical, mechanical, electrical or electronic fault or difficulty or any other reason or circumstance beyond SWIFTPAY’S control (including but not limited to acts of God, strike, labor disputes, fire, disturbance, action of government, atmospheric conditions, lightning, interference or damage by third parties or any change in legislation);

f) fraud, theft or unauthorized use of SERVICE, and/or any loss, costs, damages or payable to any third party by CLIENT and/or MERCHANT, or any failure by the CLIENT and/or MERCHANT to avail itself of the SERVICE for any reason whatsoever;

g) any misrepresentation or fraud by or misconduct of any third party;

h) possible data breach or exposure when using the SERVICE.

9.4. Except to the extent that any exclusion or limitation of liability is void, prohibited or unenforceable by applicable law, SWIFTPAY’S liability shall be further limited as provided further in this section 9.

9.5. 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.

9.6. 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.

9.7. SWIFTPAY excludes all liability and responsibility in contract (including negligence) tort (including negligence), or otherwise for any loss or damage that may be caused by third party systems and software connected with the SWIFTPAY SERVICE.

9.8. In the event of any action that the CLIENT and/or MERCHANT may file against the SWIFTPAY, the CLIENT and/or MERCHANT agrees that the SWIFTPAY’S liability shall not exceed Five Hundred Pesos (P500.00) or the amount of damages actually suffered by CLIENT and/or MERCHANT, whichever is lower. This shall not affect any other limitations of liability as set in these GENERAL TERMS and other documents regarding the SERVICES.

10.  TERM AND TERMINATION OF THE SERVICES

10.1. These rights granted to the CLIENT and/or MERCHANT remains in force:

a) until the CLIENT and/or MERCHANT stops using the SERVICE, in accordance with the terms as separately agreed;

b) until the moment the SWIFTPAY terminates the SERVICE, including the event where the SWIFTPAY terminates the agreement or other document that is the basis of the provisions of SERVICE;

c) until the SWIFTPAY terminates these rights because of the CLIENT’S and/or MERCHANT’s failure to comply with any provision of these GENERAL TERMS; or

d) until the lapse of the period for which these rights are granted, if it is agreed that the rights are granted for a specific period of time.

10.2. SWIFTPAY may at any time, in its sole discretion and without any liability, suspend or terminate the rights of the CLIENT and/or MERCHANT and thus make the license and right to use the SERVICE expire, especially in case the SWIFTPAY considers this action necessary: (a) to comply with law (b) to prevent any immerse or loss of data, or (c) in case of the fault of the CLIENT and/or MERCHANT which is causing SERVICE to perform at a reduced level.

10.3. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion but without obligation, to deny access to and/or discontinue the SERVICES or any component thereof to anyone at any time, temporarily or permanently, without giving any reason and/or prior notice. SWIFTPAY shall be held free from any liability, both under equity and the law, arising or that may arise out of any such denial of access to or the discontinuance of the SERVICES.

10.4. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion, to verify, check, cross-refer, validate, and ascertain the veracity and truthfulness of all information supplied by acquiring, accessing, retrieving, or otherwise acquiring similar or additional information supplied by them to other third-party service providers, including, but not limited to telecommunications providers, etc. CLIENT and/or MERCHANT hereby expressly, unequivocally, and voluntarily allow SWIFTPAY to request for and secure such information, and expressly, unequivocally, and voluntarily instruct such third-party providers to: (a) receive and process SWIFTPAY request; (b) favourably act at all times on any such request by producing the information requested; and (c) when requested by SWIFTPAY provide the latter with certified digital or printed copies of the said information.

10.5. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion but without obligation, to send or cause to send service updates and/or messages, including SMS, notifications, email and/or any data message transmission, informing of enhancements, improvements, developments, features, functionalities, products, promotions, offers, advertisement and/or any other information relative to the SERVICES. SWIFTPAY makes no warranty of any kind, express or implied, for such service updates and/or messages.

10.6. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion, to set limitations to and charge fees and applicable taxes for the use of the SERVICES, at any time and upon prior notice, pursuant to the provisions of the applicable law in this regard.

10.7. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right to withhold or set-off TRANSACTIONS if SWIFTPAY has a justified belief that the account or TRANSACTION is compromised or fraudulent or an abuse or threatened abuse of the SERVICES. SWIFTPAY shall have all authority and right to set-off or apply to the payment of any obligations from any funds which CLIENT and/or MERCHANT may have deposited or placed in your wallet or any account with SWIFTPAY,

10.8. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion but without obligation, to enforce the provisions of these  GENERAL TERMS, including but not limited to performing investigation and legal actions with law enforcement agencies. Non-enforcement of any of the rights of SWIFTPAY under these GENERAL TERMS, under the law or under principles of equity shall not be construed as a waiver thereof.

10.9. SWIFTPAY may, at any time, at its own discretion, limit the provision, availability, quantity and quality of any feature, product or service to any person or to anyone. CLIENT and/or MERCHANT understand and agree that SWIFTPAY reserves the right, at its sole discretion but without obligation, to administer and operate any and/or all of the SERVICES from any or various locations outside the Republic of the Philippines, including but not limited to territory of European Union.

11.  MISCELLANEOUS

11.1. These GENERAL TERMS may be subject to periodic review and be amended by SWIFTPAY. If the GENERAL TERMS are amended by SWIFTPAY, it will inform the CLIENT and/or MERCHANT before introducing the changes. CLIENT and/or MERCHANT agrees that for purposes of these GENERAL TERMS, publication of the revised TERMS in SWIFTPAY’S dedicated website shall be considered as sufficient notice. It is the CLIENT and/or MERCHANT’s responsibility to regularly check any changes to these GENERAL TERMS at the SWIFTPAY’S dedicated website: https://swiftpay.ph/terms-of-use. The CLIENT and/or MERCHANT continued use of the SERVICE after any such changes constitutes acceptance of the new GENERAL TERMS.

11.2. No provision of these GENERAL TERMS will be deemed to have been waived or modified unless such waiver or modification is evidenced by a written instrument.

11.3. These GENERAL TERMS may not be transferred or assigned without the prior written consent of SWIFTPAY.

11.4. These GENERAL TERMS will be governed by Philippine law. All disputes arising out of or in connection with this these GENERAL TERMS will be settled by the courts of the competent jurisdiction over SWIFTPAY’s seat in the Philippines.

11.5. Failure, omission, or delay on the part of SWIFTPAY to exercise its right or remedies under these TERMS shall not operate as a waiver.

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