SMART PADALA CENTER SERVICES

Authorized Agent Agreement

1.

DEFINITION OF TERMS

Unless the context otherwise requires, the following terms used in this Agreement shall have the following meanings:
A. PayMaya Philippines, Inc. or PYMY (formerly SMART e-Money, Inc. or PYMY) - operator of the SMART Money, PayMaya Card System, and Smart Padala Centers; regulated by Bangko Sentral ng
Pilipinas (BSP)
B. Authorized Agent -refers to as Partner and duly registered and authorized partner of Smart Padala to perform Smart Padala Center Services.
C. SMART Money Card a re-loadable cash card which may be used for the payment of goods and services, issued under the MasterCard Electronic and MasterCard program. SMART Money is a cobranded or tie-up card between PYMY.s partner banks and PYMY, which carries the SMART Money logo and brand identity and can be used to pay for purchases in MasterCard and SMART Moneyaffiliated establishments and cash withdrawal via PYMYs partner banks, Expressnet, Megalink and Bancnet ATMs;
D. SMART Money Card System the card processing system, hardware or software necessary for facilitating of SMART Money operations;
E. SMART Money Account an Account that stores Philippine Peso (PhP) value which resides in the SMART Money system; can be an Account which may be linked to the subscribers mobile phone and
which may or may not be evidenced by a physical SMART Money card; Functionalities include, but are not limited to, transfer of funds, over-the-air reload of airtime and balance inquiry;
F. MasterCard a payment card product that is recognized and accepted by major establishments in the Philippines and other countries and territories where MasterCard is accepted;
G. PayMaya Card reloadable cash card which may be used for payment of goods and services, issued under the Visa program, PayMaya is PYMYs proprietary branded card which carries the PayMaya
logo an brand identity and can be used to pay for purchases in VISA and PayMaya affiliated establishments and cash withdrawal via PYMYs partner banks and ATMs.
H. PayMaya Card System- the card processing system, hardware or software necessary for facilitating of PayMaya operations.
I. PayMaya Account- an Account that stores Philippines Peso (Php) value which resides in the Paymaya Card System; can be an Account which may be linked to the subscribers mobile phone and which
may or may not be evidenced by a physical PayMaya card; Functionalities include, but are not limited to, transfer of funds, over-the-air reload of airtime and balance inquiry;
J. VISA- a payment card product that is recognized and accepted by major establishments in the Philippines and oter countries and territories where VISA is accepted;
K. Account Holder - refers to the principal SMART Money and/or PayMaya Account holder whose Account may be evidenced by a physical SMART Money and/or PayMaya Card and/or linked/accessed by
a m obile phone;
L. SMART Padala Services - services that can be availed of either by using the SMART Money/ PayMaya Account or a SMART Mobile phone with a SMART Money Account/ PayMaya Account;
M. Service/s - International Remittance Cash Pick-Up Service for Smart Money and PayMaya
N. SMART Mobile Phone a mobile telephone handset with a SMART SIM Account;
O. SMART Padala Centers - a venue where an Account Holder may avail of the Services;
P. Wallet-to-wallet transfer a SMART Money feature that enables the Account Holder to transfer a certain amount from his card balance to another card number using his mobile phone. Also
referred to as Fund Transfer;
Q. SMS Notification a short message service that notifies Account Holder of all SMART Money/ PayMaya transactions made either by using the SMART Money/ PayMaya Card or a mobile phone with a
SMART Money Account/ PayMaya Account;
R. SMART Padala - transfer money to another SMART Money account holder including Smart Padala Centers.
S. SMART Money Encashment Station shall mean an authorized SMART Padala Center where Account Holder may encash monies received through the remittance service and/or other services.
T. Commission an amount credited to Partner account as sales commission for performing Services for PYMY.
U. KYC procedure whereby the Smart Padala Center performs the BSP and AMLC-mandated Know-Your-Customer activity on customers who will perform cash-in, cash-out, loan pick-up, and other
services as prescribed by PYMY. This includes collection of customers information thru the system/ tool and transaction slip provided by PYMY and validation of ID presented
V. SMART Padala Transaction Slips refers to transmittal slip showing customer mandatory information
W. SMART Padala Posters refers to all SMART e-Money provided posters regarding, but not limited to, SMART Money and PayMaya processes and AML awareness programs;
X. SMART Money Mother Account - account assigned to the P a r t n e r in the SMART Money Card System to be used as source Account for Cash Loading and Encashment Services;
Y. PayMaya Mother Account- account assigned to the Partner in the PayMaya Card System to be used as source account for cash Loading and Encashment Services;
Z. RA License- refers to the issued Remittance Agent license of Bangko Sentral ng Pilipinas (BSP). This allows a person or an entity to offer to remit, transfer on behalf of any person to another person
and/ or entity. This includes money or cash couriers, money transmission agents, remittance companies and the like.
AA. Super Agency License-refers to the issued license of Bangko Sentral ng Pilipinas to PYMY to accredit its Money-In and Money-Out Agents to perform money transfer services.
2.

PARTNERSHIP STRUCTURE

PARTNER shall offer the Services in all its branches in the Philippines using the PARTNERS SMART Money Mother / PayMaya Account/s. For purposes of this Agreement, PARTNER may include additional
branches provided prior written approval from PYMY has been obtained.
3.

A.

SMART PADALA CENTER SERVICES

SMART Money Mother Account

PYMY shall provide Partner with SMART Money Accounts that shall be used by the Partner to engage in the Services as defined in Annexes of this Agreement.

A.

Fulfillment Services
1. Partner shall act as an fulfillment channel for Services offered by Smart Padala Center.
2. The Partners SMART Money/ PayMaya Mother Account shall act as the fund source for performing Smart Padala Center transactions.
3. Crediting of Commission. The Partner is entitled to receive commission for Services as identified by PYMY. Commission will be credited to the registered Smart Money/ PayMaya Account of the
Partner.
4. Service Fees. The Partner will be charged with Service Fees as identified by PYMY.
5. Customer Rates. The Partner shall follow suggested rates to Customers. Violation of this term may be subject to temporary or permanent deactivation of the account.
6. Deactivation of account- Deactivation of account will depend on the violations committed by the Partner and evaluation of PYMY.

B.

Know-your Customer (KYC) Transaction

1. The Partner shall perform diligent KYC to customers prior performing encashment.
2. The Partner shall accomplish full customer information that PYMY will impose as part of its requlatory requirement.
3. The Partner shall request for a clear copy of at least 1 government-issued valid ID and perform validation against the customer information provided.
4. The Partner shall require customer to fill-out the transaction slip and validate information accordingly. Partner shall also ensure that all information are completely provided by the customer.
5. The Partner shall keep a copy of the transaction slip and valid ID for a period of 5 years. PYMY has the right to collect transaction slips with supporting ID as deemed necessary and without
delay as part of its business operating procedures.

C.

Disputes and Erroneous Transactions

The details in the SMS/Text confirmation message after every transaction and/or the entries in the Statement of Transactions are presumed true and correct unless Account Holder notifies SMART
Padala Hotline in writing of any disputes thereon within fifteen (15) days from the date of transaction. If no dispute is reported within the said period, all transactions and the entries in the Statement of
Transactions are conclusively true and correct.
Disputed transactions shall only be credited back to Account Holders account once the claim/dispute has been properly processed, investigated, and proven to be in favor of the Account Holder. On the
other hand, there shall be no reversals for transactions made through keyword and/or menu based commands and erroneous transactions made by the Partner.

D.

Marketing and Promotions

1. Partner shall ensure that SMART Padala Services are promoted to Customers.
2. PYMY shall deploy standard merchandising materials such as counter top displays, posters and other SMART Padala signages that may be mutually agreed upon by both PYMY and the Partner.
The Partner shall provide adequate advertising spaces in its branches such as, but not limited to, counters and entrances. Likewise, PYMY may also display standard merchandising materials
such as posters, take-one standees and fliers in locations of the Partner.
3. The Parties may also agree on joint marketing programs to promote the SMART Padala Services.
4. The Partner may opt to create its own marketing programs to further promote the SMART Padala Services, provided that the Partner seeks written approval from PYMY prior to
implementation and production of marketing materials.

4. NON-EXCLUSIVITY
This Agreement is non-exclusive unless otherwise agreed by both parties on specific service/s and specific period of time.
Partner shall use its best efforts to develop, promote and increase the Money Transfer Service and to promote and enhance the good will associated therewith and with the trade names, and trademarks.
5. FEES
For recommended fee charges, see Annexes.
Maintenance Fees
The Partner will not be charged with service fees and maintenance fees for the use of the service. In addition, the Partner will not be charged with dormancy fee for non-use of the account. Accounts with
no usage for one (1) year will be subject for review of PYMY. PYMY shall have the right to continue or discontinue the service depending on assessment.

6. TAX
All national and local taxes incidental to or arising from this Agreement which the national and/or local government of the Philippines are authorized to impose shall be for the sole Account of the
PARTNER. In the event that PYMY will be required to withhold tax and remit the same to tax authorities, PYMY shall deduct the said tax from payments in relation to this Agreement. PYMY shall furnish
PARTNER with the corresponding certificate of withholding tax within twenty (20) days after the end of each quarter. If PARTNER is entitled to exemption from such withholding tax on any amount
payable to them in relation to this Agreement, PARTNER shall submit such certifications or documents as may be required in order to effect such exemption.

7. LIQUIDITY MANAGEMENT
PARTNER shall follow and observe recommended fund liquidity level by PYMY to efficiently and fully perform assigned services. Required and recommended liquidity level may be subject for review from
time to time as deemed necessary by PYMY. Funding of account will be the sole responsibility of the PARTNER.


9. RECORDS

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

PARTNER shall keep records of all SMART Money Transactions in the form of transaction slips within a period of five (5) years from the date of the SMART Money Transactions in accordance with the
Customer Retention and Record keeping requirements of Anti-Money Laundering (AML) laws of the Philippines. Such records will be the property of PYMY and will be subject to audit and review by PYMY,
the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY, at any time or must be submitted to the latter upon request. Upon termination, PARTNER must turn-over all
records of SMART Money transactions, including photo copies of customer IDs to PYMY.
During the course of this Agreement, Partner shall send to assigned Master Aggregator (if any) the SMART Padala transaction slips of all successful SMART Padala transactions of their
establishment. This shall serve as a business continuity program for cases of disasters, calamities and such.

10. TRAININGS, EXAMS, and CERTIFICATIONS

The Partner has its own reliable and acceptable customer identification system and training program in place. The Partner shall undergo and comply with required trainings and certifications by BSP in
relation to its remittance license and by PYMY in relation to this agreement. Training shall include, but is not limited to, AML, KYC, Consumer Protection, Fraud Awareness and PYMY Product Trainings.
Partner shall also make themselves available to any other additional training requirements sanctioned and/or provided by PYMY. Training, exams and certifications shall include, but not limited to, owners
and employed front liners of the PARTNER.
Attendance, certificates and examination results shall be made available to PYMY for reference and safe keeping.

11. LICENSE
For the first two (2) years of the contract, PYMY will extend its Super Agent license at no cost to Partner. After two years, the Partner will be required to get its own RA License at its own cost.
12. LIMITATION OF LIABILITIES
A. Disclaimer of Warranties
PYMY makes no warranty, express or implied, regarding the performance of this Agreement or the SMART Padala Services or other Services offered hereunder.
The SMART Padala Services are offered on an AS IS, AS AVAILABLE basis without warranties of any kind, other than warranties that are incapable of exclusion, waiver or limitation
under the laws applicable to this Agreement. Without limiting the generality of the foregoing, PYMY makes no warranty (1) as to the content, quality or accuracy of data or information provided
by PYMY hereunder or received or transmittted using the SMART Padala Services; (2) as to any service or product obtained using the SMART Padala Services; (3) that the SMART Padala Services will
be uninterrupted or error-free; or (4) that any particular result or information will be obtained.
B. Indemnification
Partner agrees to indemnify, defend and hold harmless PYMY, its subsidiaries and affiliates, and their directors, officers, employees and agents, from and against any loss, damage, liability,
costs and expenses, including reasonable attorneys fees (collectively, Losses), arising out of or based on (a) breach of, or failure to perform, any obligation of Partner contained in this
Agreement, or (b) the gross negligence or willful misconduct of Partner.
PYMY agrees to indemnify, defend and hold harmless Partner , its subsidiaries and affiliates, and their directors, officers, employees and agents, from and against any Losses arising out of or based
on (a) breach of, or failure to perform, any obligation of PYMY contained in this Agreement, or (b) the gross negligence or willful misconduct of PYMY.
In no event shall PYMY be liable, in the absence of gross negligence and willful misconduct, for any indirect, special, incidental or consequential damages under this Agreement, including, without
limitation, loss of profits, revenue, data or use, even if PYMY has been advised of the possibility of such damages. PYMYS liability for damages under this Agreement shall not exceed the amount of
the fees paid by Padala to PYMY during the last twelve (12) months from the occurrence of the event that caused the damage.

C. Joint and Several (or Solidary) Liability

By signing this agreement, PYMY and Partner agree that both shall be solidary liable for the obligations to third parties.

13. AUDIT
PARTNER acknowledges and accepts that at any time, with or without prior consent, PYMY, the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY may conduct on site
audit of their operations. These may include, but not limited to mystery shopping, taking pictures and notes of the business processes of their respective businesses. Partner shall grant access to
certified examiners, but not limited to, the following, (A) Partners financial information and (B) Partners business processes and operations including, but not limited to, daily SMART Padala
operations.
Any findings by PYMY, the Bangko Sentral ng Pilipinas and/or any other examination body authorized by PYMY shall be reported in writing to the Partner to which Partner must acknowledge in writing to
include immediate corrective measures in order to fulfill and address issues found during the audit exam.
14. FRAUD
PARTNER shall abide by all PYMY-prescribed processes for the setting-up and subsequent servicing required for the SMART Padala business. PARTNER shall not allow in any way any deviation from
the aforementioned PYMY-prescribed processes.
PARTNER acknowledges and accepts that PYMY, for the duration of this Agreement, may at any time conduct post verification, evaluation, security and quality assurance testing on all PARTNER-related
declared systems and any PYMY-authorized technical platform. The Partner shall not make any changes in the PYMY-authorized technical platform, including but not limited to the systems design,
information flow, contents or software applications, external equipment connectivity and set-up, parameters configuration. For the purpose of this provision, the Partner shall allow PYMY access to its
declared system and any PYMY-authorized technical platform.
PARTNER shall ensure the security of its access, systems and processes, on its declared system and/or the PYMY-authorized technical platform against all unauthorized access, connection or
modification to PYMYs systems and services.

15. DATA PRIVACY and CONSUMER PROTECTION

PARTNER warrants and represents that it shall not collect, retain process or otherwise handle any personal data concerning Consumers without PYMYs and/or the Consumers prior written consent
other than by means of the transaction slip, and/or any other PYMY approved customer record retention tool/software, provided this is done in strict compliance with the Service Requirements,
applicable laws and regulations and the terms of this Agreement. Partner acknowledges that all information regarding Consumers that it may collect (including, without limitation, information provided
by Consumers on SMART Padala Transaction slips) is the exclusive property of PYMY. Partner may not use such information itself, nor may it transfer such information to any third party, for any
purpose whatsoever without the prior written consent of PYMY (except only for (a) the transfer of Consumer information to PYMY for the purpose of executing the Money Transfer Service and (b) such
disclosures to law enforcement authorities as may be required by law or by order of a competent and duly constituted court of law). PARTNER shall cooperate fully with PYMY in implementing any
procedures mandated by law in order to protect consumer privacy and/or consumer data, or any such commercially reasonable procedures implemented by PYMY. Partners failure to cooperate shall be
a cause for termination of this agreement as set forth under Section 16.
PYMY uses the technical capabilities of its own in-house software and systems to achieve data separation between personal data from one and any other customer. This shall ensure segregation of data
between parties.
16. COMPLIANCE
At all times during the term of this Agreement, Partner shall procure and maintain such licenses and authorizations from the relevant authorities as are required by law in the jurisdiction in which it is
providing the Services; comply with the Philippine laws on anti-money laundering; comply with consumer protection act and BSP regulation;
and comply with Philippine laws in relation to data protection.
Partner shall at all times comply with the applicable provisions of RA 9160, otherwise known as the Anti-Money Laundering Act (AMLA), as amended by RA9194 and RA10167 and its implementing
guidelines & RIRRs (Revised Implementing Rules & Regulations). Compliance with RA10168 or The Terrorism Financing Prevention and Suppression Act of 2012 and RA9372 or the Human Security Act
and their respective implementing guidelines is also enjoined and strictly required. Any found non-compliance found during audit and review by PYMY, BSP and/or any other examination body authorized
by PYMY, shall be grounds for penalties and/or sanctions on the client as deemed fit by PYMY.
17. REPORTING OF SUSPICIOUS TRANSACTIONS
For any suspicious transactions, PARTNER is required to immediately contact PYMY Compliance via email at SMICompliance@smartemoneyinc.com.
18. USE OF PARTNER NAME
PARTNER hereby expressly authorizes PYMY to include the Partners name in any directory or promotional materials produced in connection with the Services, without need of further notice or approval.
19. REMOVAL AND CESSATION OF BUSINESS
PARTNER shall inform PYMY of any removal of outlets or offices and its cessation of business in writing at least sixty (60) days prior to effective date of the said removal of outlets or offices or of
cessation of business.
20. DISCLAIMER

SMART PADALA CENTER SERVICES

Authorized Agent Agreement
21. USE OF SMART PADALA and SMART MONEY SYMBOL
PARTNER shall display the SMART Padala name and symbol as well as promotional materials to inform the public that SMART Padala, and its related products is accepted at the PARTNERS place of
business. Upon termination of this Agreement, Partner shall return forthwith to PYMY all promotional materials and all posters, decals or signs either posted or displayed within the PARTNERS place
of business.
22. CONFIDENTIALITY
PARTNER shall keep strictly confidential the terms of this Agreement and its amendments, as well as any information pertaining to transactions, and/or relating to the SMART Padala business, and shall
not disclose the same to any third Party without the prior written consent of PYMY. This provision shall survive the termination of this Agreement.

23. INTELLECTUAL PROPERTY RIGHTS

All trade names, trademarks, service marks, copyrights and other property rights of PayMaya Philippines, Inc. will remain the property exclusively of PayMaya Philippines, Inc.. and Partner shall not assert
any claim hereto during the Term of this Agreement, or thereafter. Partner shall not do any act or thing inconsistent with PayMaya Philippines, Inc.s ownership of such assets and right and shall take
reasonable care to protect them from infringement or damage. Partner may use such trade names, trademarks, and other property only during the term of this Agreement on the terms set forth herein.
24. EFFECTIVITY / TERMINATION
A. This Agreement shall become effective on the date hereof and will remain to be effective for a period of one (1) year from such date (the Initial Term), unless earlier terminated by either Party
as provided for under this Agreement, or by mutual consent of the Parties in writing, or if so required by BSP. After the Initial Term, this Agreement shall automatically renew for successive one
(1) year renewal terms, unless one Party gives notice of non-renewal to the other Party at least sixty (60) days prior to the upcoming renewal date.
B. Either Party may terminate this Agreement in case of a breach by the other Party (the Defaulting Party) of any of the provisions of this Agreement, provided that such Defaulting Party has
failed to remedy such breach within sixty (60) days from written notice thereof, in which case, the termination will become effective upon the lapse of such sixty (60) day period.
C. Either Party may terminate this Agreement effective immediately upon written notice, in the event that the other Party enters into a merger; consolidation with another entity and such Party is not the
surviving entity, becomes insolvent or bankrupt, discontinues business or adopts a resolution providing for dissolution or liquidation.
D. Either Party may terminate this Agreement without cause by giving the other Party written notice of at least sixty (60) days prior to intended date of termination.

25. GROUNDS FOR SUSPENSION/TERMINATION

PARTNER shall be responsible for all clauses noted in this agreement. Should PYMY suspect, find or learn that PARTNER has violated any of its undertakings and obligations hereunder or is engaged in illegal
activities, wittingly or unwittingly, PYMY shall have the sole discretion to immediately suspend PARTNERs account and to cut the same off from the system and refuse to process any or all of its transactions
pending investigation, which investigation shall last no longer than fifteen (15) working days or more depending on the gravity of the issue. Any violation found during the course of this agreement shall be dealt
with under applicable PYMY policies. Outright termination of agreement may be based on the following grounds:
A.
B.
C.
D.
E.
F.
G.
H.

Violation of Section 2 on the observance of partnership structure;

Violation of Section 3 on Smart Padala Services;
Violation of Section 8 for Fraud;
Violation of Section 9 for Data Privacy and Consumer Protection;
Violation of Section 10 for non-compliance with AMLA & applicable laws;
Violation of RA10168 and RA9372, threatened or consummated;
Violation of Section 16 on Confidentiality clause; and
Should the Partner fail to observe or perform any of its obligations under this Agreement (and such failure is not remedied within thirty (30) days after written notification thereof is given by the other party),
other than the above enumerations, PYMY may forthwith terminate this Agreement by giving notice to Partner

Upon termination of this Agreement for any reasons enumerated, PARTNER must perform the following:
A. Render a full accounting to PYMY for its operation of the SMART Padala services and will remain liable for all amounts, fees and other charges relating to SMART Padala services originating through Partner
(including Smart Money/ PaymayaTransfer principal and fees) which PYMY shall have furnished to Partner.
B. Remain liable and shall remit to PYMY any principal and/ or fees owed to PYMY relating to Smart Money Service transactions, including any amounts remaining unpaid as a result of a SMART Padala Service.
C. Immediately remove or permit PYMY to remove all signs, display or other materials containing PYMY name or logo and stop holding itself out as providing any Smart Padala services.
D. Refer all calls and consumers intended for the Smart Money Padala services to telephone numbers and locations specified by PYMY and will not divert any such calls or customers to a PYMY competitor.
26. PENALTIES
When a Partner has its own RA license, the Partner is responsible for all penalties indicated under Sec 14 Penal Provisions of RA 9160. Penalty matrix in Annex B may apply in the event that the Agent will use
PYMYYs license to operate the Services.
27. EFFECTS OF TERMINATION
Immediately upon termination or expiration of this Agreement: (i) Partner shall return to PYMY all SMART Money related promotional/marketing materials, unused supplies, equipment provided to Partner
pursuant to this Agreement; (ii) Partner shall return to PYMY or shall destroy in accordance with PYMYs instruction, all copies of confidential information supplied by PYMY to Partner or to which Partner may
have gained access to.
28. NOTICES
All notices shall be deemed duly given on the date of receipt, if personally delivered, the date fifteen (15) days after posting, if mailed; or receipt of transmission, if by facsimile. Either Party may change its
address for purposes hereof giving notice to the other Party.
29. AMENDMENTS
PYMY, upon prior written notice may at any time and for whatsoever reason it may deem proper amend, revise or modify this Agreement. Any such amendments shall bind the Partner unless the Partner objects
thereto by manifesting his intention to terminate this Agreement in writing within thirty (30) days from notice of amendments. Failure to notify PYMY of Partners intention to terminate this Agreement shall be
construed as acceptance by the Partner of the amendments to this Agreement.
30. SEPARABILITY CLAUSE
If any provision of this Agreement, or the application thereof to any Party hereto, is held illegal, null, void, unenforceable or otherwise invalid by any law, decree ordinance or judicial or administrative decision,
such holding shall not affect the other provisions of this Agreement which can be given effect without the invalid provision and to this end the Parties agree that the provisions of this Agreement are and shall
be severable, provided that if such invalidation affects any other provision deemed essential by any Party to the satisfactory performance of this Agreement then, upon written notice being given by such Party
to the other Party, the Parties shall promptly negotiate in good faith to the end that this Agreement may be amended in such manner as may be deemed necessary to make it fair and equitable to both Parties.
31. FORCE MAJEURE
To the extent applicable to the implementation of this Agreement, the Parties will comply with their respective internal business rules or Corporate Governance policies. In this connection, the Parties shall [a]
advise or inform each other about any violation, whether actual or potential, by any person of their respective and/or each others policies in relation to this Agreement; [b] address or resolve such violation
in accordance with their own internal business rules or Corporate Governance policies; and, [c] inform the other Party of the action taken thereon. In the event that this Agreement is later found to be
violative of the internal business rules or Corporate Governance policies of either Party, the Parties shall negotiate in good faith to amend and revise this Agreement to make it compliant with the internal
business rules or Corporate Governance policies found to have been violated.
The Parties finally agree that any dispute, breach or violation of this provision shall be dealt with, remedied and/or resolved in accordance with the appropriate provisions of this Agreement on dispute
settlement.
32. RELATIONSHIP
Performance by the Parties under this Agreement shall be as independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto, and the
Partner shall not hold itself out or allow itself to be held out as a partner of PYMY.
33. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Philippines. In the event of suit arising out of or in accordance with this Agreement, it shall be brought exclusively to the
proper courts of Makati City.
34. AUTHORITY
Each of the Parties represents and warrants to the other that it/its signatory/ies herein has/have all the necessary power and corporate authority to execute deliver and perform this Agreement and other related
documents, and that such execution, delivery and performance will not and shall not contravene any provision of its constitutional documents, any Agreement or instrument to which it is a Party, any law, rule
or regulation of any government authority.
35. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the Parties, their successors-in- interest and permitted assigns. Partner may not however assign or transfer its rights hereunder, without the prior
written consent of PYMY.

SMART PADALA CENTER SERVICES

Authorized Agent Agreement
Partner shall abide by all PYMY-prescribed processes for the setting-up and subsequent servicing required for the SMART Padala business. Partner shall not allow in any way any deviation from the
aforementioned PYMY-prescribed processes.
Partner acknowledges and accepts that PYMY, for the duration of this Agreement, may at any time conduct post verification, evaluation, security and quality assurance testing on all Partner-related declared
system and any PYMY-authorized technical platform. Partner shall not make any changes in the PYMY-authorized technical platform, including but not limited to the systems design, information flow, contents or
software applications, external equipment connectivity and set-up, parameters configuration. For the purpose of this provision, Partner shall allow PYMY access to its declared system and any PYMY-authorized
technical platform.
Partner shall ensure the security of its access, systems and processes, on its declared system and/or the PYMY-authorized technical platform against all unauthorized access, connection or modification to
PYMYs systems and Services.
38. DISCLOSURE OF CHARGES
The Partner shall fully disclose the rates and charges to customers by means of displaying the approved and official rate table provider by PYMY. Violation of suggested rates by PYMY is subject to termination of
account.
39. CORPORATE GOVERNANCE
The Parties warrant and represent that their business activities are regulated by their own internal business rules or Corporate Governance policies which are compliant with their applicable local laws. The Parties
agree that any dispute, breach or violation of this Section shall be dealt with, remedied and/ or resolved in accordance with the appropriate provisions of this Agreement on dispute settlement.

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES
QUEZON CITY

)
) S.S.

I certify that on this date before me, a notary public duly authorized in the city named above to take acknowledgments, personally appeared:
NAME

COMPETENT EVIDENCE
OF IDENTITY

DATE AND
PLACE ISSUED

who were identified by me through competent evidence of identity to be the same persons who executed the foregoing instrument, who acknowledged before me that their respective signatures on the instrument
were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed and that they have the authority to sign on
behalf of their respective principals.
WITNESS MY HAND AND SEAL this ____ day of ___________ 2016.
Doc No. ______;
Page No.______;
Book No. _____;
Series of 2016.

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex A
LOCATIONS
All the listed locations of the Partner including approval of the future ones (if any) will be offering full Smart Padala Center Services. Additional locations shall be submitted to PayMaya with complete documents as
required by PayMaya.
Business Name

Address

Contact Numbers

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex B
Penalties
1. Counting of Offense w ill be on per instance basis.

Violation category is categorized under M INOR or M AJOR VIOLATION. W hen a M AJOR VIOLATION is committed, automatic temporary account deactivation and penalty w ill be implemented.
2. Penalty amount
Non-payment of penalty after 30 days will be subject for temporary deactivation of account.

3. Payment of Penalty
Payment of Penalty Amount w ill be autodebited from the Smart M oney of the M IMO. In the event that the w allet fund of the M IMO is insufficient, the M IMO will be advised to pay the remaining amount in CASH or CHECK.

4. In the event that the account is deactivated, the M IMO shall re-apply for an account by submitting a formal letter to PayMaya. Previous account will be reactivated and w ill tagged as "with previous violation record." Reactivation of
account w ill be subject for review and approval of Paymaya m anagement and Compliance.

Penalty and Termination M atrix

Violation
Non-Compliance to KYC
Record Retention

Definition
Agent is not following KYC standard procedure as prescribed by PayMaya.
All records of all transactions of covered institutions shall be maintained and safely
stored for five (5) years from the dates of transactions. With respect to closed
accounts, the records on customer identification, account files and business
correspondence, shall be preserved and safely stored for at least five (5) years from
the dates when they were closed.
Agent is not following Consumer Protection Act which includes Disclosure and
Transparency of rates, security of customer information, remind customers to
safeguard and do not disclose reference number for claiming, safeguard logbook and
copies of transaction slips, understanding of products and services- key features,
benefits, and risks, terms and conditions, providing customer hotline for escalation,
display of advertising and promotional materials that disclose facts and protection of
client information.
Any person who, with m alice, or in bad faith, reports or files a completely unwarranted
or false information relative to m oney laundering transaction against any person.

MINOR
Applies 1st -4th offense m atrix
Applies 1st -4th offense m atrix

Breach of confidentiality

Prohibition on communication, in any form, of any on going money laundering

investigation.

Money Laundering

Any person knowing that any m onetary instrument or property represents, involves, or
relates to, the proceeds of any unlawful activity, transacts or attempts to transact said
monetary instrument or property.

Any person knowing that any monetary instrument or property involves the proceeds
of any unlawful activity, performs or fails to perform any act as a result of which he
facilitates the offense of m oney laundering referred to in paragraph above.

Any person knowing that any monetary instrument or property is required under this
Act to be disclosed and filed with the Anti-Money Laundering Council (AMLC), fails to
do so.
Any breach by the Agent of any of its obligations under the Agreement not covered by
the above classifications.

Consumer Protection

Malicious Reporting

Breach of Agreement

GENERAL RULE

ACTION

Applies 1st -4th offense m atrix

Applies immediately upon proven violation
Written Notice + Temporary Deactivation of
Account
+ Penalty
15,000
Applies immediately upon proven violation
Written Notice + Temporary Deactivation of
Account
+ Penalty
15,000
Applies immediately upon proven violation
Written Notice + Temporary Deactivation of
Account
+ Penalty
15,000

Applies immediately upon proven violation

Written Notice + Temporary Deactivation of
Account
+ Penalty
15,000

1. Counting of Offenses w ill be based on per instance of violation.

2. M IMO shall pay corresponding penalty amount for listed violation.
3. An account w ill be temporary or permanently deactivated based on the stated no. of offense.

FREQUENCY

1st Offense

2nd Offense

Written Notice
Written Notice
+ Penalty

PENALTY AMOUNT

PHP 0.00

PHP 5,000.00

3rd Offense

4th Offense

Written Notice + Temporary Deactivation of

Account
+ Penalty

Written Notice
+ Penalty
+ Deactivation of Account

PHP 10,000.00

PHP 15,000.00

Auto debit from Smart M oney account. An autodebit T&C will be signed by M IMOs. In the event that the
fund of Smart M oney account is insufficient, M IMO shall pay the remaining amount in CASH or CHECK.

PAYMENT OF PENALTY

MAJOR

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex C
Domestic Remittance Cash-In and Cash Pick-Up Services

The Domestic Remittance Cash-In and Cash Pick-up services refers to the domestic money transfer services of Smart Padala Center.
Rates, Commission, and Service Fees

Services
Cash-In
Cash-Out

Rates
Suggested Fee to Customers: 2.5% of the sent amount
Suggested Fee to Customers: 2.5% of the encashed amount

Commission
None
None

Service Fees (VAT INCLUSIVE)

0.50% to be deducted from the Partners e-wallet

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex D
International Remittance Cash Pick-up Service
The International Remittance Cash Pick-Up service allows the Partner to perform encashment of remittance from PYMYs international remittance partners.
Rates, Commission, and Service Fees

Services
Cash-Out/ Cash Pick-up

Rates
Suggested Fee to Customers: Ph0

Commission
Php50

Service Fees (VAT INCLUSIVE)

None

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex E
Bills Payment

The Bills Payment service refers to the fulfillment of payments for PYMYs bills pay partners.
Rates, Commission, and Service Fees

Services
Bills Pay Fulfillment

Rates
Suggested Fee to Customers: Php0-Php20 depending on the bill
pay rate table provided by PYMY

Commission
Depending on bill
service

Service Fees (VAT INCLUSIVE)

Php2.50 deducted from airtime load

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex F
Loan Disbursement

The Loan Disbursement Service refers to the releasing of loan in cash for the accredited partners of PYMY.

a.
b.
c.
d.
e.

Loan Disbursement-refers to the disbursement of loan in cash form to the qualified loan applicants.
Loan Service-refers to the service of PYMY partner that offers cash lending services to its Borrowers.
Loan Service Terms-refers to the cash lending terms that bins the accredited partner of PayMaya and its Borrower.
Borrower-refers to qualified individual that borrows cash from the accredited partner of PayMaya.
Loan Interest-refers to the set rate based on borrowed principal amount imposed by the partner of PYMY to its Borrower that needs to be paid to the partner of PYMY based on the scheduled set by
the PYMYs partner.

Responsibilities:
1.
2.
3.
4.
5.

Disbursement full amount of approved loan to Borrowers using PayMaya platform.

Do not charge any (additional) fee to the Borrowers.
Inform PYMYs or PYMYs partner immediately for any doubts in Borrower's identity
Ask Borrower to present valid ID.
Loan Interest is dictated by PYMYs partner.

Rates, Commission, and Service Fees

Services
Loan Disbursement

Rates
Suggested Fee to Customers: depending on loan disbursement
rate table provided by PYMY

Commission
Depending on loan
tier or 1.5% of the
loaned amount
whichever is higher
VAT inclusive

Service Fees (VAT INCLUSIVE)

None

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex G
e-Wallet Top-up Service
The e-Wallet top-up service refers to the electronic loading of e-wallet value of the customers.

Rates, Commission, and Service Fees

Services
e-Wallet Top-up

Rates
Suggested Fee to Customers: 2%

Commission
None

Service Fees (VAT INCLUSIVE)

0.50%

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex H
Airtime Load Top-up Service

The airtime load top-up service refers to the loading of electronic airtime load to customers.

Rates, Commission, and Service Fees

Services
Airtime Load Top-up

Rates
Suggested Fee to Customers: plus 2% of the loaded airtime load
amount

Reseller Rate
4.4% or depending
on the rate table
provided by PayMaya

Service Fees (VAT INCLUSIVE)

None

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex I
PayMaya Card Reselling
PayMaya card reselling service authorizes the Partner to resell PayMaya cards to its channel/s or channel/s specified by PYMY.

Rates, Commission, and Service Fees

Services
PayMaya Card

Rates
Suggested Fee to Customers: Php100.00 EMV; non-Beep
Suggested Fee to Customers: Php200.00 EMV; Beep
Minimum Order Quantity: 20,000

Reseller Rate
Php80
Php180

Service Fees (VAT INCLUSIVE)

None

SMART PADALA CENTER SERVICES

Authorized Agent Agreement

Annex J
KYC as a Service

KYC as a Service refers to the fulfillment of KYC or Know-Your Customer for PYMYs accredited partner/s.

1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15

Correctly follow the training procedures.

Check ID (validate the identity).
Passport, Drivers License, SSS ID, Postal ID, TIN Card, PhilHealth Card, GSIS ID, PRC ID, and Voters ID or other valid IDs as prescribed by PYMY.
Check picture on ID.
Check client has a valid unique identification electronic or in any form as prescribed by PYMY.
Accomplish clients data responsibly
Raise any concerns via the hotline. i(i.e. client is drunk, drugged or inadequate; Customer is brought to the agent by another person (assisting or helping during the application); Customer does not know
his personal information (names, address, date of birth etc.)
Notify the PYMY if there are any unusual events during KYC (i.e. Customer has any concerns or questions related to the product, contract or terms and conditions. Customer does not want to sign on the
terms and conditions or to provide second contact person
Remember and keep safe personal identity credentials provided by the Customer.
Co-sign (validate with signature) the contract to be provided by accredited partner of PYMY thru PYMY.
Take high-quality/reliable picture if ID and clients face
Keep the tablet/stylus/smartphone safe, charged on.
Accept clients applications
Keep service information in the vicinity of cashier
Provide Partner with report on number of customers interested provided that Partner provides automated tool to facilitate the report.
Ensure confidentiality of the information collected from the Customer.

Rates, Commission, and Service Fees

Services
KYC as a Service

Rates
Suggested Fee to Customers: Php0

Commission
Php20.00

None

Service Fees (VAT INCLUSIVE)

KYC as a Service for

PayMaya

Suggested Fee to Customers: Php0

Php25.00

None

*Qualification of Agent to perform KYC as a Service for PayMaya is still subject for evaluation and approval of PayMaya. Additional document requirements and other provisions may be required as deemed
necessary.