TERMS AND CONDITIONS
The Merchant agrees and understands that Payo may modify the Terms from time to time. The modifications shall bind the Merchant upon notice.
- “Account” means the account created by the Merchant on the Platform to use the Services.
- “Cash on delivery” or “COD” means payment of cash by the Customer upon receipt of the products ordered from the Merchant.
- “Customer” means any natural or juridical person who is the buyer of the Merchant’s Products.
- “Last Mile Partner” means any natural or juridical person who provides the courier and logistic services to the Merchant, through Payo Platform.
- “Merchants” means any natural or juridical person who registers in the Payo Platform and/or uses the Platform to avail of the logistics and payment solutions offered by Payo.
- “Order” means the request of the Customer to purchase Products from the Merchants.
- “Payo” means SOW Philippines Fulfillment Inc., a company organized and existing under the laws of the Republic of the Philippines, having its business address at 3rd floor Molave Building 2232 Don Chino Roces Ave. Makati City, 1220, Philippines.
- “Payo Platform”, “Platform” means the web-based application owned by Payo that Merchants may access to avail of the Service.
- “Shipment” means the products shipped by the Merchant to the Customer.
- “Service” means the services performed by Payo to the Merchants, through its technology solutions including the Platform, where Payo provides a system where Merchants may avail of COD gateway services and delivery services through Last Mile Partners.
- Permitted Use of the Services
- Merchant shall be permitted to use and access the Service or any portion of the same according to the Terms. No other right, not expressly given, is granted to the Merchant. Moreover, Merchant shall not:
- Modify, reverse engineer, copy or alter the Service;
- Create any Platform or software similar to the Service;
- Rent, lease, sell, dispose, or transfer, in any other way, the Service, its system and concept;
- Use the Service for or in connection with any of the following activities: (i) transmitting or relaying spam, spoofing or otherwise impersonating any person or entity, or falsely stating otherwise misrepresenting your identity or affiliation in any way; (ii) using the site for any fraudulent or illegal purpose; (iii) e-mailing, uploading or otherwise transmitting or using the site in furtherance of the use, distribution or transmission of any unlawful, harassing, defamatory, tortious, libelous, sexually explicit, obscene, hateful, racially, ethically or otherwise, objectionable material of any kind; (iv) transmitting material that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or the operation of the site; and (v) using the platform or its proprietary marks or information for personal advertisements not consented to by Payo; and
- Do any act that may interrupt or destroy the normal operations of the Service.
- Payo does not warrant the compatibility and optimal performance of the Platform in all systems and will not be liable for errors in operating the Platform.
- Payo reserves the right to investigate misconducts and violations of this Terms and to impose appropriate penalties for the same in its sole and reasonable discretion.
- Payo reserves the right to cancel, suspend, or limit any and all access and use to the Service, which in its sole discretion, (i) is found to be in violation of the Terms or any law, regulation, or issuance from a competent legal authority, or (ii) is found to pose a risk to Payo’s reputation and business, without need of any prior notice. This shall be without cost to Payo.
- In case of application errors, Payo may collect anonymous data and information on your device called Log Data. Log Data may include information such as your device Internet Protocol (‘IP’) address, device name, operating system version, the configuration of the application when utilizing our service, time and date of usage of the application/Service, and other related statistics.
- Confidentiality and Protection of Business Interests
- The phrase “Confidential Information” shall include and mean any and all technical and business information, which are hereafter disclosed by the Disclosing Party to the Receiving Party verbally, visually, electronically or in writing. All information, specifications or documentation such as but not limited to software license or planned software license, processes and/or procedures, technological achievements and interests, customers and potential customers, marketing information, business prospects, financial statements and information, financial situation and corporate plans, internal activities, future plans of both parties and other information deemed proprietary or confidential by the Disclosing Party and imparted in relation to this Terms, whether or not covered by any intellectual property right, shall be treated with utmost confidentiality and not be divulged or shared by the Receiving Party with any third party, during or after the termination or expiration of this Terms without the Disclosing Party’s prior written consent.
- The Disclosing Party shall endeavor to mark or otherwise identify Confidential Information which is disclosed to the Receiving Party in written or electronic form as being “CONFIDENTIAL” (or with a substantially equivalent legend) and to confirm with the Receiving Party in writing within a reasonable period of time the substance of such Confidential Information which is first disclosed to the Receiving Party verbally or visually. However, any failure by the Disclosing Party to so mark or identify the Confidential Information shall not relieve the Receiving Party of its obligations under this Terms with respect to Confidential Information, which is not so marked or identified.
- The Receiving Party hereby agrees that it shall:
- Use the Confidential Information solely for the purpose of undertaking its responsibilities under this Terms;
- Not disclose, during the term and after the termination of this Terms, any such Confidential Information gained in confidence, directly or indirectly, to any third party save as it is necessary to comply with its responsibilities under this Terms and only upon the prior written consent of the Disclosing Party;
- Disclose Confidential Information only to its stockholders, directors, officers, personnel and employees who need to have access to it for the purpose set out above, and ensure that they adhere and abide by this Terms; and
- Not copy or reproduce in whatever form any part of the Confidential Information except what may be reasonably necessary for the purpose set out above, in which event any copies or reproductions in writing so made shall be the property of the Disclosing Party.
- The above requirements shall not apply to any part of information supplied by the Disclosing Party, which:
- Is in or comes into the public knowledge without breach of this Terms;
- Is lawfully received by the Receiving Party from a third party without breach of this Terms; or
- Can be proven to have been in the Receiving Party’s lawful possession prior to disclosure of the Disclosing Party.
- Confidential Information may also be disclosed by the Receiving Party pursuant to any applicable statute, law, rule or regulation of any Government authority or pursuant to an order of any court or tribunal of competent jurisdiction; provided, however, that the Receiving Party shall advise the Disclosing Party in a timely manner of such order to enable the Disclosing Party to apply for such legal protection as may be available with respect to the Confidential Information.
- The Receiving Party shall immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information or any other breach of the confidentiality provision and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
- The Receiving Party agrees that in case of any unauthorized use or disclosure of Confidential Information and it is established that the Disclosing Party has a clear and legal right that has been violated and the violation is material and substantial and such will cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law and for which there is an urgent and permanent necessity to prevent serious damage, the Disclosing Party shall be entitled to immediately seek an injunctive relief prohibiting any violation of this Terms, in addition to any other rights and remedies available to it.
- Prior to the publication or use by a party hereto of any advertising, promotion, press releases or other publicity matters relating to this Terms in which the names or logo of the other party is mentioned or can be reasonably inferred, the party shall obtain the written consent of the other party.
- Notwithstanding the foregoing, Payo expects the Merchant, in using the Payo Platform, to act in good faith in dealing with its Customers. In this regard, Merchant voluntarily and expressly authorizes Payo to disclose its contact information as well as the names and contact information of Merchant’s responsible officers to Merchant’s Customers and/or regulatory agencies, upon request, for purposes of facilitating the resolution of any Customer complaint or government proceedings or investigation.
- Intellectual Property Rights
Merchant acknowledges and agrees that the materials on the Service, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Payo, and are subject to copyright and other intellectual property rights under Philippine laws, foreign laws and international treaties and/or conventions.
The Service may display certain trademarks belonging to third parties. Use of these trademarks may be subject to license granted to us by third parties. Merchant shall not reverse engineer, decompile, or disassemble such trademarks and nothing herein shall be construed to grant Merchants any right in relation to such trademarks. Materials on the Service are provided to the Merchant “as is” for its information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.
Payo reserve all rights not expressly granted herein to the Service and the Materials. Merchant agrees not to engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third p arties obtained through the Service for any commercial purposes. If Merchant downloads or prints a copy of the Materials for personal use, he must retain all copyright and other proprietary notices contained therein. Merchant agrees not to circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials therein.
The Service is protected to the maximum extent permitted by copyright laws, other laws, and international treaties and/or conventions. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Service, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the Service, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited.
Merchant further agrees not to reproduce, duplicate or copy content or Materials from the Service, and agree to abide by any and all copyright notices and other notices displayed in the Service. Merchant may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, Merchant agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service.
Payo’s intellectual property rights to the resources in any of its forms, including the Payo logo, belong to Payo and may not be used without Payo’s express written consent.
- By accessing this Service, Merchant hereby permits Payo to obtain, collect, examine, process, store copies of and disclose my personal information, including sensitive personal information, and privileged information and Merchant gives his full consent to the Privacy Notice accessible at https://payo.asia/privacy-policy-front/
- Merchant authorizes Payo to share and process its personal identifying information to its Last Mile Partners, other partners and the Customers in order to fulfill the Orders and Shipments. Processing shall only be made in accordance with this Terms or supplemental agreements related thereto, or as required by law.
- Payo shall delete or return all data transferred into their possession when it deems necessary or at the termination of this Terms; this includes deletion of existing copies.
- Merchant acknowledges and agrees that as to the personal information of the Customers, Merchant is acting as the personal information controller. At no moment shall Payo have access to or process personal information belonging to the Customers.
- Merchant shall indemnify Payo against all losses and expenses arising out of any proceeding brought by a third party in violation of the latter’s rights under the Privacy Laws directly or indirectly attributable to the willful misconduct or negligence of the Merchant.
You have the option to either accept or refuse these cookies and know when a cookie is being sent to your device. If you choose to refuse the cookies, some functions of the Platform may not work.
- Merchant Obligations, Warranties and Undertakings
- Merchant is responsible for maintaining the confidentiality of the Account’s email accounts and/or password, credit card information, other personal identifying information and for restricting access to the Merchant’s computer and devices, and agree to accept responsibility for all activities and all the content posted and/or submitted under his account and/or password.
- Merchants warrants and undertakes that at the time of execution of this Terms and during the term that Merchant uses and accesses the Service, the following statements are true:
- any information or material posted or provided to Payo by means of the Platform, including, without limitation, as part of any registration or to gain access to or use any services offered on the site, is truthful, accurate, not misleading, not confidential property of others, not in violation of any other third party’s rights (including data privacy rights) and offered in good faith.
- Merchant has legal capacity to enter into and form contracts under the Philippine laws.
- Merchants has ownership or authority to transmit ownership of the Shipment to the Customer.
- Merchant has complied with related laws and regulations on the packaging, shipping, storage and characteristics of the Shipment.
- Merchant agrees and warrants to obtain the consent of the Customer to disclose and process the latter’s Personal Information for purposes of delivery of the item and collection of the payment. Payo has the right to require Merchant to prove that the abovementioned consent was obtained.
- Merchant agrees and warrants to obtain the consent of its employees and representatives to disclose and process the latter’s Personal Information for purposes of fulfilling its obligations to the Customers and other third parties.
- Merchant agrees that, upon termination of this Terms or the relationship between Payo and Merchant, Payo shall retain 30% of the value of the last transaction with the Merchant for at least sixty (60) days. Upon settlement and accounting by Payo of the fees and other amounts due to the Last Mile Partner and Payo, Payo shall remit the remaining amount to Merchant, if any.
- Merchant is responsible in ensuring the proper return of undelivered Shipments to his designated return point. If it was not returned on the designated return point, then Merchant is responsible to notify Payo of such concern. Once notified, Payo will coordinate with the Last Mile Partner for the return of the said Shipment but Payo will in no way be liable for the loss or damage on the Shipment.
- Merchant confirms that Payo is not a party to Merchant’s transactions with its Customers. Merchant shall hold Payo free and harmless from any liability arising from such transactions, as well as Merchant’s obligations, representations, and warranties to Customers or third parties. Merchant shall also hold Payo free and harmless from any liability arising from (i) Payo’s disclosure of contact information to Customers and government agencies pursuant to these Terms; and (ii) Merchant’s misuse of personal information or related information of Customers or third parties, whether through Merchant’s own, or that of its employees, representatives, or agents’ fault, negligence or willful misconduct.
- Ownership of the Product Shipments, Proprietary Rights and Responsibility
Payo, shall not at any time, take title or be granted rights over the Shipment whether as owner, depositary, bailee, consignee or in any other capacity. The Merchant shall remain the sole owner of the Shipment until they are delivered to Customers. Hence, the Merchant bears the full responsibility for the quality of the Shipment and any issue raised by Customer will be directed back to the Merchant as the latter’s sole responsibility.
Merchant understands and agrees that Payo is merely a technology provider that allows Merchants and Last Mile Partners to participate in a system that provides solutions for their respective businesses. As such, Payo is not a party to the sale agreement between the Merchant and a Customer, and the delivery/service agreement between the Merchant and the Last Mile Partner.
- Payment Terms – COD Services
- Payo will invoice the Merchant for its services monthly on the dates set with the account manager. Payo will attach to the invoice a monthly report showing the remittances, fees, collections and those amounts still to be collected. The Merchant shall review and approve the invoice within five (5) days from receipt; otherwise the invoice is deemed accurate, final and accepted.
- Standard Remittance. Upon approval of the invoice, Payo will transfer to the Merchant the earnings of the Merchant, consisting of payments already collected and/or received by Payo from courier partners less: (i) the service fee of Payo including fees for its COD services and (ii) the LMP Fees for the Last Mile Partner (the “Net Earnings”). The Net Earnings shall be released on the 25th day of the month.
- LMP Fees. The Merchant shall be obligated and liable to pay the Last Mile Partner fees for the services provided by the latter (the “LMP Fees”). Thus, in order to hasten the billing process, Payo shall estimate the LMP fees and automatically charge the Merchant an estimated LMP fees on behalf of the Last Mile Partner subject to reconciliation and adjustment. Any adjustment due shall be credited or debited to the Merchant on the following month after receiving and reconciling the actual cost of the LMP Fees.
- Early Remittance. In case the Merchant requests for early remittance of its Net Earnings from delivered Shipments (even if Payo has not yet collected and/or received the payments from courier partners), the Net Earnings will be released othe set dates decided with the account manager. Payo is entitled to charge an additional amount equivalent to 2% of the total amount to be remitted to the relevant Merchant for this service.
- Payment Terms – Delivery Services Only
- In case the Merchant engages Payo to deliver Merchant’s Shipment to its Customers without availing the COD arrangement, Merchant shall pay the fees as agreed with the account manager.
- Additionally, Merchant shall be obligated and liable for the LMP Fees, and Section 8.3 (LMP Fees) shall apply.
- Payo is not solidarily and subsidiary liable with the Last Mile Partner when the Shipment is lost through the latter’s fault or negligence. Any claim that Payo may be liable to the Merchant shall be limited to the Last Mile Partner’s violations of certain warranties (the “LMP Credits”) pursuant to the process below:
- Payo shall file the claim with the Last Mile Partner for the lost items. The Last Mile Partner will resolve the matter internally.
- Should the resolution yield a finding that the Last Mile Partner is liable, Last Mile Partner shall forward the LMP credits to Payo. Upon receipt of actual payment from the Last Mile Partner (which constitutes the LMP Credits), Payo shall thereafter credit the LMP Credits to the Merchant.
- The amount of the LMP Credits shall be determined using the following guidelines:
- For shipments with NO DECLARED VALUE, liability shall be limited to the refund of freight charged;
- For shipments with DECLARED VALUE, liability shall be limited to the value declared in this way bill, No Declared, No Valuation Charge, No Refund
- Neither Payo nor the Last Mile Partner shall be liable for loss or damage arising from acts of God or force majeure, or for any other consequential, moral or exemplary damages regardless of the basis for the same.
- Payo storage facility, if to be used by the Merchant, shall be insured during the term of this agreement with adequate protection of the site (including inventory and infrastructure), against loss or damage caused by fire, burglary and theft, storm, water and other basic risks typically covered by property insurance.
- In case of damages, for any loss or damage while out for delivery – Payo will open a claim with the Last Mile Partner and will coordinate with the Merchant to receive compensation.
- Payo is a software company. Payo is not engaged in a Private Carrier Services business and neither does it engage in common carrier or public utility activities. The courier, delivery and fulfillment services are exclusively performed by independent carrier or logistics companies as the Last Mile Partners. As a consequence, Payo does not warrant the availability and consistent satisfactory performance of the Last Mile Partner including the accuracy of information provided by the latter to Payo relating to the Shipment and Order fulfillment.
- Payo shall not be liable for any consequential, indirect and incidental damages or any loss, including loss of profits, to the Merchants devices or system as a result of the use of the Platform or availment of the Services of Payo or its partners.
- The Services and their content are otherwise provided on an “as is” basis and Payo makes no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Services or their content. Payo assumes no liability or responsibility for any errors or omissions in the content of the Services, or any failures, delays, or interruptions in the provision of the Services. Payo disclaims and excludes any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Services to the broadest extent permitted by law. Payo makes no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Services. Payo makes no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Services. Payo makes no warranties or representations that your use of content and information posted on the Services will not infringe rights of third parties.
- Merchant accepts the risks associated with the use of a website or software which is not limited to:
- Failure of software;
- Hacking of servers;
- Failure or interruption of internet connection;
- The introduction of malicious software;
- Exchange Rate fluctuations;
- Failure of communication; and
- Service disruptions.
To mitigate these risks Payo will exert reasonable efforts to secure its system and to verify the accuracy of the information on its Services.
- Determination of Fees and Charges
- Merchant shall be charged the LMP Fees which will depend on the actual weight, sized and quantity of the Shipment based from the prevailing rates of the Last Mile Partner which will be indicated before the Merchant avails of the delivery of the product.
- In the event that the Shipment was not accepted by the Customer, Merchant shall shoulder the cost for the return of the Shipment to his place of origin, if any.
- Merchant shall be liable for any other fees incurred due to the negligence or fault of the Merchant or the Customers.
- Merchant agrees and understands that there are instances (e.g. system downtime, force majeure, dispute resolution) when the Last Mile Partner will charge fees several weeks after Service are rendered. In such cases, Merchant agrees that it shall be solely liable for all LMP fees including those which are billed several months after the Service is rendered.
- The list and rates of Payo Services are with the account manager.
- This Terms shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assignees.
- Electronic Communication. Merchant agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that we provide to Merchant electronically comply with any legal requirement that such communications be in writing. We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications.
- Force Majeure. Payo will not be liable for any lack of performance, or the unavailability or failure of the services or for any failure or delay by Payo to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond Payo’s reasonable control.
- In case any provision of this contract is adjudged unlawful or unconstitutional by a final judgment of a competent court, the other and/or remaining provisions shall remain to be valid and effective. In addition, the Parties hereby agree to cooperate with each other to replace the invalid or unenforceable provision with a valid and enforceable provision which will achieve the same result or goal (to the maximum legal extent) as the provision determined to be invalid or unenforceable.
- Non-Waiver and Amendment. No waiver, alteration, modification, or cancellation of any of the provisions of this Terms shall be binding unless made in writing and signed by both the Vendee and the Vendor. The failure of either the Vendee or the Vendor at any time to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. No remedy referred to in this Terms is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise.
- Each Party shall not assign or subcontract any of its obligations under this Terms in whole or in part to any third party or any other entity without prior written consent of the other Party.
- Independent Contractors. It is expressly understood that Payo and Merchants are contractors independent of one another, and that neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing, signed by both parties hereto.
- Entire Agreement. This Terms, including the Schedules attached hereto, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, understandings, representations, conditions and all other communications relating thereto.
- Governing Law. This Terms and any agreements arising therefrom shall be governed, in all respects, including validity, construction, interpretation and effect, by the laws of the Republic of Philippines, without regard to its conflict of laws principles.
Any disputes arising out of or relating to this Terms or any agreements arising therefore that cannot be resolved informally will be resolved through arbitration through the Philippine Dispute Resolution Center, Inc. The seat of arbitration shall be in Makati City, Philippines.