Terms of Service

Capitalized terms not defined herein have the meanings set out in the executed Service Agreement. Without limiting the foregoing:

• AMLA: Republic Act No. 9160, as amended, and its implementing rules.
• AMLC: The Anti-Money Laundering Council of the Philippines.
• BSP: The Bangko Sentral ng Pilipinas.
• CDD: Customer Due Diligence, including KYC procedures undertaken by Swyftly.
• EDD: Enhanced Due Diligence applied to high-risk customers.
• OCDD: Ongoing Customer Due Diligence undertaken throughout the life of the relationship.
• PEP: A Politically Exposed Person, as defined in Section 4 (Risk Classification) below.
• UBO: An Ultimate Beneficial Owner exercising actual control or owning at least 20% of the Merchant.
• CTR: A Covered Transaction Report filed with the AMLC for transactions in excess of PHP 500,000.
• STR: A Suspicious Transaction Report filed with the AMLC.

Swyftly provides a technology platform and payment gateway services (the "Services") that enable Merchants to accept, process, and settle payments from their customers. The Services include, without limitation:

• API-based and hosted checkout payment processing.
• Acceptance of various payment methods, including e-wallets (e.g. GCash, Maya), QRPH, online banking, cards, and over-the-counter (OTC) payments.
• Settlement of cleared funds to the Merchant's verified bank account.
• A Merchant Dashboard with reporting, analytics, and self-service KYC/OCDD updates.
• Fraud screening, transaction monitoring, sanctions and PEP screening, and compliance services.

Swyftly performs customer risk assessments throughout the customer lifecycle. Each Merchant is assigned a risk classification of Low, Medium, or High based on factors including the purpose of the account, source of funds and wealth, nature of business, geographic locations, transactional patterns and limits, screening results, and connections to PEPs. Risk scores may be reassessed periodically and as a result of detected suspicious activity.

For purposes of this Agreement, a Politically Exposed Person (PEP) is an individual entrusted with a prominent public position in (i) the Philippines with substantial authority over policy, operations, or government-owned resources, (ii) a foreign state, or (iii) an international organization, together with their immediate family members and close associates. PEP-related relationships require senior management approval and ongoing enhanced monitoring.

Swyftly does not discriminate based on nationality, religion, race, ethnic origin, or PEP status, but applies risk-based controls in accordance with this Agreement, the MTPP, and applicable laws.

Swyftly continuously monitors transactions and may consider, among other indicators:

• Sudden, unaccounted increases in business from an existing Merchant.
• Uncharacteristic transactions inconsistent with the Merchant's known business profile and risk score.
• Unaccounted peaks of activity at particular times or locations.
• Use of multiple accounts without prior written approval, or attempts to circumvent reporting thresholds.

The Merchant acknowledges that Swyftly is legally required to:

• File a Covered Transaction Report (CTR) with the AMLC for any single transaction in excess of PHP 500,000, within five (5) working days from the underlying transaction.
• File a Suspicious Transaction Report (STR) with the AMLC within the periods prescribed by the AMLA and AMLC issuances, including for transactions that have no underlying legal or economic justification, that are inconsistent with the Merchant's profile, that appear structured to avoid reporting requirements, or that are otherwise indicative of money laundering, terrorist financing, or related predicate crimes.
• Comply with Freeze Orders and asset preservation orders issued by the Court of Appeals upon AMLC's petition, and respond to lawful inquiries, directives, examinations, and subpoenas from the AMLC, BSP, and other competent authorities.
• Apply the safe harbor provision under the AMLA, which protects Swyftly and its personnel from civil, criminal, and administrative liability for reports made in good faith in the regular performance of their duties.

Both parties shall comply with the Data Privacy Act of 2012 (R.A. 10173), BSP Circular No. 982, and related issuances. Swyftly's data practices, including the categories of data collected, how data is shared with regulators, and your rights as a data subject, are detailed in our Privacy Policy.

In line with the AMLC's Guidelines for the Digitization of Customer Records (DIGICUR Guidelines), Swyftly maintains an end-to-end digital, centralized customer records database at its head office. KYC, CDD, EDD, OCDD, account, and transaction records are retained for at least five (5) years after termination of the relationship, and longer where required for ongoing investigations or pending cases.

All non-public business, technical, and financial information disclosed under this Agreement is strictly confidential and shall not be disclosed without the other party's written consent, except (i) to regulators, the AMLC, BSP, NPC, courts, or law enforcement, (ii) as otherwise required by law, or (iii) to professional advisors bound by equivalent confidentiality obligations.

Swyftly retains all intellectual property rights in its software, APIs, dashboards, documentation, and brand materials. The Merchant is granted a limited, non-exclusive, non-transferable, revocable license to use Swyftly's APIs and display its logo solely for the purpose of indicating availability of the Services.

This Agreement remains in effect until terminated by either party with thirty (30) days' written notice. Notwithstanding the foregoing, Swyftly may suspend or terminate the Services or this Agreement immediately and without prior notice if the Merchant:

• Engages in fraudulent, illegal, or otherwise prohibited activity, including violations of the AMLA, TFPSA, BSP regulations, AMLC issuances, or sanctions laws.
• Fails to satisfactorily complete KYC, CDD, EDD, OCDD, or Enhanced OCDD requirements, or where Swyftly reasonably believes that performing such due diligence will tip off the Merchant.
• Exceeds acceptable chargeback thresholds or unusual volume parameters set out in the MTPP or this Agreement.
• Is identified on, or becomes related to, any sanctions or terrorist financing list.
• Operates as, or appears to operate as, a shell company or an unauthorized provider of banking, lending, virtual asset, or gambling services.
• Is the subject of a Freeze Order, asset preservation order, court order, or directive issued by the AMLC, BSP, or other competent authority.

Upon termination, Swyftly may hold funds for up to one hundred eighty (180) days to cover pending disputes, chargebacks, regulatory holds, or investigations. Sections covering compliance, regulatory reporting, confidentiality, data retention, indemnity, and limitation of liability survive termination.

This Agreement is governed by the laws of the Republic of the Philippines, without regard to its conflict-of-laws rules. The parties shall first attempt to resolve any dispute amicably and in good faith. Failing such resolution, the dispute shall be settled by arbitration in Muntinlupa City, Metro Manila, under the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). Notwithstanding the foregoing, either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.