<img height="1" width="1" src="https://www.facebook.com/tr?id=402147828097586&ev=PageView &noscript=1">Terms and Conditions | HelixPay Philippines' 1st Subscription Payment System

HelixPay Terms of Service

Last Updated on June 21, 2021

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING HELIXPAY’S PRIVACY POLICY (TOGETHER, THESE “TERMS”) AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER DURING THE REGISTRATION PROCESS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND HELIXPAY’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY HELIXPAY AND BY YOU TO BE BOUND BY THESE TERMS

HelixPay Service Overview:

1. HelixPay provides users with certain hosted software to manage recurring revenues and subscription payments and orders, automated customer communications related to these payments and orders to improve customer retention, and other related services.

2. User is solely responsible for all of the terms and conditions of the transactions conducted with your customers, including, without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, insurance, fees, applicable taxes, and receipts, all of which must be in accordance with applicable law.

SECTION A: DEFINITIONS

Provider: HelixPay, the Provider of the HelixPay Platform.

Platform: The combination of services and features provided by HelixPay across the merchant console and all versions of the system including the APIs, “no-code storefront”, and 3rd-party e-commerce integrations.

Service: Providing access to and adequate usage of the Platform.

Client: The business using HelixPay’s Platform.

Payment Processors: Payment processing technology companies that HelixPay partners with to process payment transactions on the Platform.

Data: All data, information, and content that is accessed in the Platform.

Customers: The customers of the client who are paying for products and services via HelixPay and receiving automated communications from the Platform on behalf of the Client.

Storefront: The unique web domain hosted by HelixPay on behalf of the Client where the Client can list their products and services available for purchase by Customers.

Products: The products or services offered by the Client for purchase by Customers.

Subscription: Recurring purchases or payments to be processed between Customers and the Client. HelixPay generally refers to any recurring payment as a subscription even if the Client, for instance a real estate company, does not use the term ‘subscription’ in their own communications with Customers.

Net Revenues: The value of transactions paid from Customers to the Client on HelixPay after Platform Fees are deducted.

Platform Fees: Fees charged by HelixPay to the Client for the use of the HelixPay Platform.

Agreement: This Service Agreement.

SECTION B: SERVICE DETAILS

1. SERVICES

1.1 General: The Provider shall provide the Services:

a. in accordance with the Agreement and the laws of the Philippines;

b. Following the guidelines set forth in this Agreement;

1.2 Non-exclusive: The Provider’s provision of the Services to the Client is non-exclusive. Nothing in this Agreement prevents the Provider from providing the Services to any other person or entity.

1.3 Availability:

a. We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will use reasonable efforts to provide at least 72 hours prior notice, but in no event fewer than 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays, or failures or delays from the Platform’s Connected Technologies.

b. Through the use of web services and APIs, the HelixPay Service interoperates with a range of third party service features (“Connected Technologies”). The Provider does not make any warranty or representation on the availability of those features, unless otherwise provided.

1.4 Additional Features and Services: The Provider may, from time to time upon request or consent of the Client, make available additional features or services to the Platform to enhance the HelixPay Service. These future additions will be granted on the terms of this Agreement, subject to the Client paying any stated applicable Fees.

CLIENT OBLIGATIONS

1.1 General use: The Client and its personnel must:

a. use the Services in accordance with the Agreement solely for:

i. the Client’s own business purposes and the Client’s customers’ personal purposes; and

ii. lawful purposes; and

b. not resell or make available the Services to any third party, or otherwise commercially exploit the Services, except as expressly permitted by the Agreement.

1.2 Access conditions: When accessing the HelixPay Service, the Client and its personnel must:

a. not impersonate another person or misrepresent authorization to act on behalf of others or the Provider.

b. not attempt to undermine the security or integrity of the Connected Technologies;

c. not use, or misuse, the HelixPay Service in any way which may impair the functionality of the Connected Technologies or impair the ability of any other user to use the HelixPay Service;

d. not attempt to view, access or copy any material or data other than that to which the Client is authorized to access;

e. neither use the HelixPay Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, unlawful, incorrect or misleading; and

f. comply with any terms of use on the Platform, as updated from time to time by the Provider.

1.3 Permitted User:

a. The Client may authorize any member of its personnel or a third-party to be a permitted user of the HelixPay Service, in which case the Client will provide the HelixPay with the permitted user’s name and other information that the Provider may require.

b. The Client must procure each permitted user’s compliance with clauses 1.1 and 1.2 and any other reasonable condition notified by the Provider to the Client.

c. A breach of any term of the Agreement by the Client or its permitted user is deemed to be a breach of the Agreement by the Client.

1.4 Notice to Customers: Prior to making any Services available to a Customer, the Client shall inform the Customer on how the Provider collects, uses, holds and processes Personal Data obtained by it through the Customer’s use of the Services.

1.5 Authorizations: The Client is responsible for procuring all licenses, authorizations and consents required for it and its personnel to use the Platform, including to input, use, store, process and distribute Data through the Services. The Provider shall be responsible for procuring all necessary licenses, permits, or clearances necessary for the Provider to allow the Client to use the Services, including but not limited to the Connected Technologies.

1.6 Client Content: In order to operate the Service, HelixPay needs the right to make certain uses of your posted content uploaded into the Platform (for example, for your HelixPay Storefront, HelixPay Checkout or for automated messages to your Customers). Therefore, when you post content on the Platform, you agree that HelixPay may use and make available such content solely for the requirements of providing the Service. By posting content to the Service, you hereby represent and warrant that you have the right to post that content and to grant the foregoing rights to HelixPay. In addition, you agree that HelixPay may use your name and logo to identify you as a HelixPay customer on its website or in other sales or marketing materials (provided that HelixPay will not issue any press release regarding your use of the Service without your prior consent).

1.7 Anonymized Data: Client acknowledges that Provider may (i) internally use (but not disclose) information and data collected by Provider regarding your use of the Service to create Aggregated Anonymous Data (as defined below), and (ii) may freely use and make available Aggregated Anonymous Data. " Aggregated Anonymous Data " means merchant-level information and data that is in an aggregated, anonymized form, and which can in no way be specifically linked to you or to any of your customers.

1.8 Client products: The Client is solely and entirely responsible for the Client’s Products, including but not limited to any actions taken and/or any claims made by others related to the Client’s products, the development, operation, maintenance and compliance with all applicable laws of the Client's products, and all materials that appear on or within the Client’s products. Any concerns raised to the Provider regarding the Client’s Products may be communicated to the Client. The Client should not publicly reference the Provider as responsible for any quality concerns, defects, limitations or other complaints unless the concern is directly related to the HelixPay Service.

1.9 Prohibited Use: Client is prohibited from using the Platform to facilitate and/or receive payments for the following purposes: narcotics, prohibited drugs and its identified precursors; unauthorized gaming; objectionable sexual materials such as child pornography; products infringing on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; or any other products or services prohibited by law. The Client agrees that any fees or fines charged to the Provider because of the Client’s sale of prohibited products or services will be chargeable to the Client.

1.10 Use Risk: The Client’s use of the HelixPay Service is at the Client’s sole risk. The Client shall be solely responsible for any damage to the Client’s products or loss of data that results from the download or use of the Platform.

1.11 Payment Concerns:

a. Provider is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid (“Fraudulent Actions”). By using the Service, you hereby release HelixPay from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Recurl y of any Fraudulent Actions which may affect the Service. HelixPay reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any other user or customer to engage in, Fraudulent Actions.

b. Client shall commit and ensure correct application of payment of customers. Client shall shoulder the risk and legal consequences of non- delivery or erroneous delivery of product/service, non-application or erroneous application of payment, or erroneous advice to refund.

c. Between Provider and the Client, the Client shall shoulder the financial risk of error or fraud committed by its Customers, employees, and suppliers. This does not preclude the Client from exercising its right to avail of remedies under the law to recover any such amount from the liable parties. The Provider shall not be liable for reimbursements, payments, set-off or deductions for amounts which may have been erroneously or fraudulently obtained by such third persons.

2. DATA

2.1 Provider access to Data. The Client acknowledges that the Provider may require access to Client Data to exercise its rights and perform its obligations under the Agreement; and to the extent that this is necessary but subject to the terms of this Agreement, the Provider may authorize a member or members of its personnel to access, collect, use, hold, process and/or destroy such Data for this purpose.

3. FEES

3.1 Fees:

a. The Provider will charge the Client a Platform Fee of 3.50% of the total payment amounts processed through the Platform. The Client will start with a P5,000 credit that will cover the Platform Fee until the credit balance is completed. There is no expiration on the credit.

b. This fee is inclusive of Value Added Tax (VAT)

c. In the case of any payment refunds returned to Customers by the Provider, the Platform Fee will not be refunded to the Client in order to cover the processing costs of the refund.

d. The Provider will provide the Client with monthly summaries of the total transactions processed during the period and and total fees incurred during the period.

e. As detailed in clause 7 of this Agreement, the Client may stop using HelixPay at any time without any cancellation fees or other additional costs.

4. SETTLEMENT TO CLIENT

4.1 Settlement to Client

a. The Provider will transfer Net Revenues to the Client on a weekly basis. The settlement date will be on Fridays and will cover transactions occurring in the 7 day period ending on the most recent Wednesday. In the case a Settlement can not be completed within the day on Friday, the funds will be remitted on the following Monday or next possible day. From time to time Settlement may be delayed due to an outage, delay, restriction or other concern with one of our Connected Technologies, one of our Bank partners, or internally at HelixPay.

b. Client will receive a summary report accompanying each weekly settlement.

c. Client may select their preferred bank account to receive the settlement provided the bank is operational in the Philippines.

5. INTELLECTUAL PROPERTY

5.1 Ownership: Title to, and all Intellectual Property Rights in, the Provider’s APIs, the Provider’s standard user interface, the Platform, and all Connected Technologies, are and remain the property of the Provider or the owner of the Connected Technologies. The Client must not dispute that ownership. The Provider grants the Client a worldwide, non-exclusive, revocable, royalty-free license to access and use the Provider’s APIs, the Provider’s standard user interface, the Platform, and all Connected Technologies during the effectivity of the Agreement solely for the purpose of and in accordance with the details set out in the Agreement’s Section C.

5.2 Service Feedback: If the Client provides the Provider with ideas, comments or suggestions relating to the Services or Connected Technologies (together “Service Feedback”), all Intellectual Property Rights in that Service Feedback, and anything created as a result of that Service Feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Provider. The Provider may use or disclose the Feedback for any purpose, subject to Section 6 on Confidentiality.

5.3 Third party sites and material: The Client acknowledges that the Service, subject to prior written consent of the Client, may link to third party websites that are connected or relevant to the Service. Any link from the Service does not imply any Provider endorsement, approval or recommendation of, or responsibility for, those linked websites or their content. To the maximum extent permitted by law, the Provider excludes all responsibility or liability for those websites.

6. CONFIDENTIALITY

6.1 Confidential Information: Confidential information is any information or data obtained by one party from the other in the course of performing their obligations under this Agreement. Any such disclosed and/or obtained information shall be deemed as confidential and/or proprietary information, and includes tangible, intangible, visual, electronic, present, or future information such as but not limited to: patent applications; trade secrets; financial information and data; technical information, including research, development, procedures, algorithms, data, designs, and know-how; business information, including operations, planning, marketing interests, and products; the terms or the fact of any agreement entered into, including between the Parties, and the discussions, negotiations and proposals related thereto; and any notes, analyses, compilations, studies or other material or documents prepared by a Party which contain, reflect or are based, in whole or in part, on the Confidential Information.

6.2 Exclusions: Generally, all information disclosed by one Party to the other Party shall be considered as Confidential Information. For avoidance of doubt, information disclosed by one Party to the other Party shall not be considered as Confidential Information if they:

a. were known to the Recipient before receipt from the Discloser;

b. are or become publicly available through no fault of the Recipient;

c. are rightfully received by the Recipient from a third party without a duty of confidentiality;

d. are independently developed by the Recipient without a breach of this Agreement;

e. are disclosed by the Recipient with the Discloser’s prior written approval; or

f. if expressively marked as “not confidential” by the Discloser

6.3 Security: Each party must, unless it has the prior written consent of the other party:

a. keep confidential at all times the Confidential Information of the other party;

b. effect and maintain adequate security measures to protect the other party’s Confidential Information from unauthorized access or use; and

c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 6.1a and 6.1b.

6.4 Permitted disclosure: The obligation of confidentiality in clause 6.1a does not apply to any disclosure or use of Confidential Information:

a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b. required by law;

c. which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or

d. by the Provider if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Provider enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.

7. WARRANTIES

7.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.

7.2 Provider Warranties. Provider represents and warrants that it has the authority and the right to provide and perform the Services, and that its obligations hereunder are not in conflict with any other obligations; and that all Services will be performed in a competent and professional manner and shall conform in all material aspects as expressly set forth in this Agreement, the Statement of Work, and other documents signed by the Parties.

7.3 Disclaimer of Warranties: Client agrees that Client uses the Service at their own risk. The Service is provided on an “As Is” and “As Available” basis. Provider makes no warranty that: the service will meet Client’s requirements or expectations, that Client’s access to or use of the Service will be uninterrupted, timely, secure or error free, and that any defects in the service will be corrected.

7.4 No implied warranties: To the maximum extent permitted by law, the Provider’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded.

8. LIABILITY

8.1 Maximum liability: The maximum aggregate liability of the Provider under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any period that the Agreement is effective exceed an amount equal to the Fees paid by the Client under the Agreement in the previous year (which in the first year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability)

8.2 Unrecoverable loss: Neither party is liable to the other under or in connection with the Agreement or the Services for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill, or consequential, indirect, incidental or special damage, or loss of any kind caused by circumstances beyond a party’s control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays, or failures or delays from the Platform’s Connected Technologies.

8.3 Unlimited liability:

a. Clauses 8.1 and 8.2 do not apply to limit the Provider’s liability:

i. under or in connection with the Agreement for personal injury or death, fraud or wilful misconduct, or a breach of clause 7.

b. Clause 8.2 does not apply to limit the Client’s liability:

i. to pay the Fees; or

ii. for those matters stated in clause 8.3a.i.

8.4 No liability to the other: Subject to clauses 8.1 to 8.3, except for damages caused by the fault, misconduct or gross negligence of a party, the Provider or the Client shall not be liable to one another for any` claims or damages arising out of or relating to:

a. Service interruptions, interaction or interconnection of the mobile service providers’ systems, or Client’s equipment and systems, with the Provider’s equipment and systems, whatsoever the cause of the interruption whether caused by or with applications, equipment, services or networks provided by Client, Provider, or by third-parties; or through unauthorized access to or by theft, alteration, loss or destruction of Provider’s applications, data, programs, information, network or systems through accident or fraudulent means.

b. Communications/transactions that fail to reach their designated beneficiary, or any failure to properly deliver and complete communications/transactions intended for Customers, except where such failures occur because a party is at fault or has not complied strictly with all the proper instructions and procedures for the Service and all its obligations under this Agreement.

c. Liabilities arising from usage of the Service beyond its known functionalities, limitations and capabilities.

8.5 No liability to the other: Subject to clauses 8.1 to 8.3, except for damages caused by the fault, misconduct or gross negligence of a party, the Provider or the Client shall not be liable to one another for any` claims or damages arising out of or relating to:

8.6 Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

8.7 Excluded liability: The Provider is not liable to the Client under or in connection with this Agreement for any loss, liability or damage incurred by the Client in connection with any other warranty, representation or indemnity given by the Client to a Customer that is inconsistent with the terms of this Agreement.

8.8 Indemnification: Client agrees to release, defend, indemnify, and hold Provider and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, legal and accounting fees, arising out of or in any way connected with (i) a Client’s breach of this Agreement, (ii) Client’s improper use of the platform, or (iv) Client’s breach of any laws, regulations or third party rights.

9. TERM, TERMINATION AND SUSPENSION

9.1 Duration: Unless terminated under this clause 7, the Agreement:

a. starts on the Start Date and shall run on a continuous basis thereafter unless terminated by either party by providing to the other party written notice of termination.

b. shall be subject to periodic review, and may be modified or amended upon mutual consent of the parties. Any and all amendments to this Agreement shall be implemented only after the parties shall have mutually signified their conformity in writing.

9.2 Consequences of termination or expiry:

a. Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.

b. On termination or expiry of the Agreement, the Client must pay any outstanding Fees for Services provided prior to that termination or expiry. Late payments by Client shall incur an interest of 1% per month until fully paid.

c. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

d. At any time prior to one month after the date of termination or expiry, the Client may request:

i. a copy of any Data stored using the HelixPay Service, provided that the Client pays the Provider’s reasonable costs of providing that copy. On receipt of that request, the Provider must provide a copy of the Data in a common electronic form. The Provider does not warrant that the format of the Data will be compatible with any software; and/or

i. deletion of the Data stored using the HelixPay Service, in which case the Provider must use reasonable efforts to promptly delete that Data.

c. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

d. At any time prior to one month after the date of termination or expiry, the Client may request:

i. a copy of any Data stored using the HelixPay Service, provided that the Client pays the Provider’s reasonable costs of providing that copy. On receipt of that request, the Provider must provide a copy of the Data in a common electronic form. The Provider does not warrant that the format of the Data will be compatible with any software; and/or

i. deletion of the Data stored using the HelixPay Service, in which case the Provider must use reasonable efforts to promptly delete that Data.

e. To avoid doubt, the Provider is not required to comply with clause 9.2d.ii to the extent that the Client previously requested deletion of the Data.

9.3 Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 5, 6, 8, and 10.3, continue in force.

9.4 Suspending access: Without limiting any other right or remedy available to the parties, the Provider may restrict or suspend the Client’s access to the Service, even without prior notice, where:

a. the Client (including any of its personnel) undermines, or attempts to undermine, the security or integrity of the Service or any Connected Technologies;

b. the Client (including any of its personnel) uses, or attempts to use, the HelixPay Service:

i. the Client (including any of its personnel) undermines, or attempts to undermine, the security or integrity of the Service or any Connected Technologies;

i. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the HelixPay Service; or

c. the Client (including any of its personnel) has otherwise materially breached the Agreement

d. The Provider deems a restriction or suspension or termination is in the best interest of the Platform or of Client’s Customers.

9.5 Notice: The Provider must notify the Client as soon as practicable in advance where it restricts or suspends the Client’s access under clause 9.4.

10. DISPUTES

10.1 Good faith negotiations: A party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations before taking any court action. In case of persistent dispute, a party should inform the chief executive, or equivalent officer, of the other party.

10.2 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

10.3 Right to seek relief: This clause 10 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

11. GENERAL

11.1 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:

a. immediately notifies the other party and provides full information about the Force Majeure;

b. uses best efforts to overcome the Force Majeure; and

c. continues to perform its obligations to the extent practicable.

11.2 Rights of third parties: No person other than the Provider and the Client has any right to a benefit under, or to enforce, the Agreement.

11.3 Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

11.4 Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in Section A or otherwise notified by the other party for this purpose.

11.5 Independent contractor: The Provider is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement. Each party warrants that it shall not take action of any kind that is contrary to this express intention; and that if any such action is taken by any other person, each party shall hold each other free and harmless from all types of liability.

11.6 Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.

11.7 Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services. It supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.

11.8 Variation: Any variation to the Agreement must be in writing and signed by both parties.

11.9 Subcontracting and assignment: Either party may not assign, subcontract or transfer any right or obligation under the Agreement without the prior written consent of the other party. Such first party remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, subcontracting or transfer must be in writing.

11.10 Counterparts: The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and emailing a counterpart copy to the other party.

11.11 Law and Venue: The Agreement is governed by, and must be interpreted in accordance with, the laws of the Philippines. Each party submits to the exclusive jurisdiction of the courts of Makati City, Philippines in relation to any dispute connected with the Agreement.

SECTION B: SERVICE DETAILS

1. To enable the Service, HelixPay providers the following:

1.1 Client Account Creation and Account Services Clients register to use the HelixPay Platform from the HelixPay.ph website or via another registration portal provided by HelixPay. Upon complete registration, the Client gains access to their account.

1.2 Platform Features

a. Creation & Management of Storefront & Products Such as:

i. Storefront design

ii. Product names, photos, descriptions and configurations

iii. Subscription settings such as payment types

iv. Delivery fees per region

b. Creation and Recurring Processing of Subscriptions Such as:

i. Creation of new subscription for Customers

ii. Automated recurrence of payment processing and payment reminders

iii. Handling for failed payments and ability to edit payment methods by Customer and Client.

iv. Processing Payments with Payment Processors

v. Regular remittance of funds to Client’s bank account

c. Automated Communications for Subscriptions & Client Marketing Such as:

i. Automated messages via email, SMS, or other channels for reminders, confirmations, and alerts for upcoming payments, successful payments, and failed payments.

ii. Confirmation messages in the cases of edited Subscriptions or Subscription payment selections.

iii. Other communication tools provided by the Platform for customer engagement.

d. Business Analytics & Financial Reports for Client Such as:

i. Analytics on relevant business metrics related to the Client’s Subscriptions and Customers.

ii. Summary reports for Client’s financial performance using the Platform during particular periods of time.

1.3 Client Console Features Within the HelixPay Console, Clients can manage their Storefront and products, manage their customer records, order statuses, and access other information and features provided by the Platform.

1.4 Client to Customer Interface & Features HelixPay provides the Client with multiple options to engage with their respective Customers. Clients access the Platform via the Console. Clients can offer HelixPay features to their customers via HelixPay APIs, via the HelixPay No-code Storefront, or via HelixPay Integrations to 3rd Party e-commerce platforms like Shopify and WooComerce.

a. HelixPay APIs
allow the Client to integrate the HelixPay Checkout system and other features directly into the Client’s own technology platform.

i. Access to HelixPay APIs are granted upon request by emailing [email protected]

ii. Access to HelixPay API documentation can be found on the HelixPay website or by emailing [email protected]

b. HelixPay No-code Storefront
The Platform provides each Client with their own configurable Storefront where Customers or prospective Customers can select the Products they want to include in their Subscription before proceeding to the HelixPay Checkout.

c. HelixPay Integrations to 3rd Party Storefront
The Platform enables the Client to use HelixPay 3rd party systems like Shopify, WooCommerce, and others.

2. Support Touch Points:

Client can get assistance from HelixPay in two primary ways:

1. Email [email protected]

2. HelixPay may also provide Client with a messaging service like Telegram or Facebook Messenger for support questions.

3. Support Timing:

1. Monday to Friday only, 9AM - 6PM (PH Time)

2. Out of office hours support will be handled on a case by case basis depending on reported issue severity.

HelixPay will continuously monitor the health of the HelixPay System to allow for preemptive prevention of critical and severe issues that may disrupt its availability.

SECTION E: DATA SHARING AGREEMENT

This Data Sharing Agreement (“DSA”’) sets out the specific Personal Data sharing arrangement for purposes of allowing the Provider to conduct its Services in accordance with the Agreement. Any Personal Data provided or shared shall be subject to the terms and conditions in this DSA and the overarching Agreement.

Both parties agree and understand that:

1. PURPOSE. The Client shall provide the Personal Data of its Customers, employees, and other Data Subjects (collectively “the Data Subjects”) for the purpose of allowing the Data Subjects to access the Services under the Client’s consent and instruction and enabling the Provider to perform the processing activities as provided for in this DSA and the overarching Agreement.

2. COMPLIANCE WITH THE DATA PRIVACY ACT. The parties agree to provide a standard of protection to the Personal Data so transferred and received that is compliant with the standard of protection required under this Agreement as well as under Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012 (the “DPA”), its Implementing Rules and Regulations (“IRR”), and all the existing circulars and/or guidelines that have been issued and shall be issued by the National Privacy Commission (“NPC”), and other data privacy laws as may be applicable (collectively, the “Data Privacy Legislation”).
The Provider shall make available to the Client all information necessary to demonstrate compliance with the obligations laid down in the Data Privacy Legislation.

3. PURPOSE. The Client shall provide the Personal Data of its Customers, employees, and other Data Subjects (collectively “the Data Subjects”) for the purpose of allowing the Data Subjects to access the Services under the Client’s consent and instruction and enabling the Provider to perform the processing activities as provided for in this DSA and the overarching Agreement.

4. OBLIGATIONS OF THE PARTIES

4.1 The parties shall ensure that an obligation of confidentiality is imposed on persons authorized to process the Personal Data.

4.2 The parties shall implement appropriate security measures and comply with the Data Privacy Legislation. The parties shall exercise at least the same degree of care as it uses with its own Personal Data and confidential information, but in no event less than reasonable care, to protect the Personal Data from misuse and unauthorized access or disclosure.

4.3 The parties shall take appropriate decisions in performing the Services and hold any Personal Data securely in accordance with standards set out in the Agreement and the Data Privacy Legislation. Each party shall shall cooperate with one another to ensure the security and protection of Personal Data collected, processed, accessed, used and shared pursuant to the conduct of the Services, and assist one another to eliminate and/or mitigate any risk or effect of unauthorized, accidental or unlawful access, use or disclosure of Personal Data.

4.4 The Provider shall inform the Client of any request from a Data Subject. The parties shall, to the extent possible, by appropriate technical and organizational measures, fulfill the obligation to respond to requests by Data Subjects relative to the exercise of their rights.

4.5 At the choice of Client, Provider shall delete or return all Personal Data to it after the end of the provision of services relating to the Processing as contemplated in this Agreement; provided that this includes deleting existing copies unless storage is permitted by the Data Privacy Legislation or other relevant regulations.

4.6 Provider shall immediately inform Client if, in its opinion, an instruction from Client infringes the Data Privacy Legislation.

4.7 If the Provider is compelled by law or any legal process to disclose any Personal Data, it shall notify Client of such fact at the soonest possible opportunity but not more than twenty-four (24) hours from receipt of such notice or knowledge of the legal compulsion or process to disclose such Personal Data.

4.8 The parties shall notify the relevant authorities, affected Data Subjects and affected party of any breach (or attempted breach) of Personal Data within 72 hours upon occurrence, knowledge, or discovery thereof, if such notification is required by applicable law.

5. ORGANIZATIONAL, PHYSICAL AND TECHNICAL SECURITY MEASURES. The parties shall ensure that there are adequate organizational, physical and technical security measures in place for the processing of Personal Data of Data Subjects against any accidental, unauthorized or unlawful destruction, alteration, or disclosure, or against accidental loss or destruction, or against unauthorized or unlawful access, fraudulent misuse, or unlawful alteration and/or contamination. Such measures include the following and shall comply with the requirements of Data Privacy Legislation:

5.1 Physical layout of the office spaces limits access to activities in the work area or workstations, including proper use of and access to electronic data and devices;

5.2 Physical resources and infrastructure used in processing Personal Data are secured, as far as practicable, against mechanical destruction, natural disaster, power disturbances, external access and other similar threats;

5.3 Technical security measures to protect shared Personal Data are employed as follows:

a) Network security against accidental, unlawful or unauthorized usage that will affect data integrity or hinder the functioning or availability of the system, and/or unauthorized access;

b) Maintain measures to ensure confidentiality, integrity, availability and resilience of Personal Data processing systems and services;

c) Ability to restore the availability and access to Personal Data in a timely manner in the event of physical or technical incident; access;

d) Regular testing, assessment and evaluation of the effectiveness of security measures;

e) Control and limit access on digitally processed Personal Data to authorized persons through encryption whether data is at rest or while in transit, employ authentication process and other technical security measure;

f) Encryption of data transferred via email or use of secure email facility with encryption feature for data including any attachments;

g) Systems that scan outgoing emails and attachments for keywords that would indicate the presence of Personal Data, and as appropriate, prevent its transmission;

h) Encryption of data in portable media used, such as USB drives, to store or transfer Personal Data and full disk encryption for laptops used to store Personal Data; and

i) Use of identity authentication method that uses secured encrypted link for online access to process Personal Data.

6. RIGHTS OF THE DATA SUBJECTS. In the Processing of Personal Data, the parties commit to respect and uphold the rights of Data Subjects.