Terms and Conditon
Last update: October 1, 2021

Memorandum of Agreement
1. Definition of Terms
2. General Policies
3. Responsibilities of Merchant
4. Responsibilities of Dragonpay
5. Representations and Warranties
6. Miscellaneous
7. Schedule 1
8. Schedule 2

Memorandum of Agreement

KNOW ALL MEN BY THESE PRESENTS:

This Dragonpay Memorandum of Agreement made and entered into by and between:

Dragonpay Corporation, a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal place of business and office at Suite B, 5/f Builder’s Center Building, 170 Salcedo Street, Legaspi Village, Makati City, Philippines, and represented by Mr. Robertson S. Chiang, President, duly authorized for this purpose, hereinafter referred to as Dragonpay;

-and-

The merchant, a domestic corporation duly organized and existing under and by virtue of the laws of Republic of the Philippines with principal place of business and office address as declared on the online application form represented in this act by the Registered Name also indicated on the online application form, duly authorized for this purpose, hereinafter referred to as merchant;

WITNESSETH: That

WHEREAS, has represented that it has a system to allow clients to pay for subscriptions and purchases using a facility called ;

WHEREAS, is desirous of availing of the said system for itself;

NOW, THEREFORE, in consideration of the foregoing premises and the terms and conditions hereinafter set forth, hereby mutually agree as follows:


1. Definition of Terms

customer/end-user who transacts through the website or over the channels accepted by .

– The facility offered by that allows the to pay for subscriptions and purchases through any payment channel jointly supported by . This system directly debits the fund source then credits .


2. General Policies

shall ensure the security and confidentiality of all information captured from all parties involved.

will require certain information to be entered by the CLIENT to authenticate his identity and authorize access to his fund sources. shall ensure the security and confidentiality of these information.

At anytime that the security and confidentiality of the above-mentioned CLIENT information is threatened, shall suspend the implementation of the said gateway facility until such time as the threat or deficiency is corrected to the satisfaction of .

The payment screen is intended to be filled out only by the CLIENT himself or herself with his or her financial details. To ensure security, privacy and confidentiality, is not allowed to enter data on behalf of the CLIENT.

reserves the right to temporarily or permanently suspend the due to a high fraud rate, any unethical business practice, violation of the terms and conditions defined in this Agreement, or any other unauthorized use of the . has to submit an explanation or clarification prior to reactivation of the . Should be able to satisfactorily answer all concerns, will reactivate within 24 hours.

Payment transactions received by up to end-of-day cut-off time of 12:00 o’clock midnight Manila, Philippine Time (GMT+8) shall be posted as transactions of that day. Any transaction received by after the cutoff time shall be considered as transaction of the next day.

All transactions processed by the shall be included in the daily Collection Reports and electronic files to be generated by . These shall contain the minimum information agreed upon by .

Payment transactions shall be settled on the terms agreed upon and defined in “Schedule 1”.

A joint effort between , and shall be made to market the to their respective .

All parties shall keep copies of reports and files for reconciliation and future reference for a period of no less than six (6) months from transaction date.

reserves the right to add/modify/remove payment methods from without prior notice, based on the terms and conditions of our payment partners and any modifications that may arise subsequently. However, this is subject to the condition that should be given due notice of such change/s.


3. Responsibilities of Merchant

shall set up an interface to connect their website to to allow payments using . Unless otherwise agreed upon, shall shoulder the cost of hardware, software development, routers/modems, leased lines for production and testing/back-up purposes, and other items that may be necessary to connect the system to the .

agrees that the will be used solely for the website, products, and services as defined in "Schedule 2". Should changes to these details be necessary, must inform and get clearance in writing from . Failure to do so may warrant a suspension or termination of the after proper investigation and notice to .

is prohibited from using the to receive payments for narcotics; 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. agrees that damages incurred by as a result of these activities, including fines and other related legal expenses, will be payable by .

shall adopt the Dragonpay service cut-off time, as described in Provision 2.3, for the purpose of transaction reporting, settlement and reconciliation.

In case there is a need to credit back a client’s account due to an erroneous payment or fraud, deducting the contested amount from the unsettled transactions to . If the unsettled transactions are insufficient to cover the amount to be credited back, the amount due immediately upon demand.

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

shall set up a Help Desk that will handle all of its customer queries and complaints relating to the online purchase of products/services and payment via the . should clearly indicate the contact details of the Help Desk in its website. The contact details should include the office address, email address and telephone numbers at the minimum.

shall shoulder the financial risk of error or fraud committed by its clients, employees and suppliers. Accordingly, 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.

acknowledges that the copyright, designs, trade marks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in the software and the DRAGONPAY Marks (collectively "the Materials") are the sole and exclusive property of and/or its licensors. further undertakes not to challenge, dispute or question such sole and exclusive property.

further agrees and undertakes that save as expressly permitted in this Agreement by , it shall not without prior written consent, perform the following:

reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of the Website or the Materials; or

create or use derivative works from the Materials or create any hyperlink of any sort or manner to or from the Website from or to any other website or use any part of the Materials contained at the Website or any other server.

shall make its clients aware of the by carrying the logo within the website in the screens where payments are prompted and processed. hereby grants the right to use the logo of for this purpose.

shall offer the packaged as part of its own product/service on a non-exclusive basis. In any case, shall coordinate with and enforce the policies, standards and procedures across its client base.

shall ensure and apply all payments in their financial books in conformity to the amounts stated in the daily Collection Report of . If for some reason but without fault or negligence of makes a billing and/or terminates its agreement with its partner or a client whose account has been paid through shall be solely liable to whosoever suffers damages.

, with its prior consent, hereby undertakes to reimburse, upon demand, for any such amount they may pay in settlement of the claim, in the event damages are claimed against and decides to settle the claim, regardless of whether judicial action was initiated or not; provided that the event which serves as the basis of such claim was not due to any fault or negligence on the part of and its employees.

Any discrepancy in the billing amount and the amount paid by the client, as well as any complaint arising from the billing made by to its clients, shall be referred to for immediate investigation and settlement.

shall allow the concession of making the required adjustments within one week without any adverse consequence on the client or any liability on for payments not credited, provided that the delay in crediting was unavoidable or beyond their control.

shall pay the fees as stated in “Schedule 1” to avail of the through existing and future payment channels.


4. Responsibilities of Dragonpay

shall operate and maintain the infrastructure 24 hours a day, 7 days a week.

shall provide with relevant systems documentation of its existing infrastructure to enable the latter to build the required interface programs. shall support in all phases of systems development and project implementation.

shall accept and process payments through the channels available through .

shall credit account of for the payments and collections from , as a result of payments initiated from the website.

shall provide with a Statement of Account based on an agreed schedule to show the amounts credited or debited for review and reconciliation purposes.

shall undertake the necessary security measures to reduce fraud but shall not guarantee a completely fraud-free environment. Nevertheless, shall be held liable for errors or fraud committed due to the fault or negligence of its employees or a failure in its system.

may help promote the products or services offered by , subject to concurrence and approval, through marketing and public relations activities including, but not limited to: website announcements, banner ads, and press releases.


5. Representations and Warranties

Both parties hereby represent and warrant that they are duly licensed and have the right to market, distribute and sell their products or services online.

Both parties warrant that they are allowed, licensed and authorized to set up the subject website and/or link and that their principals, if any, has given their consent to set up, create, and maintain the website and/or link.

warrants that the Content it shall provide or will further provide does not infringe upon any copyright, trademark or other proprietary rights of third parties and hereby holds free and harmless from all claims for infringement of any intellectual property.

All products or services advertised and appearing at the website and/or link are genuine or in the state as advertised, described and/or represented therein.

shall hold free and harmless from all liability from its clients for the quality and delivery of its products or services as a result of the implementation of this Agreement. In the same manner, shall hold free and harmless from all liability that may arise by reason of the errors in the and any feature thereof.


6. Miscellaneous

This Agreement shall take effect upon its signing by the parties and shall remain in force for an initial term of one (1) year, and is automatically renewed every year thereafter unless otherwise terminated upon the request of either party, by giving the other party a written notice at least one (1) month in advance.

All information disclosed and exchanged between made in the course of discussions, studies, or other work undertaken between the parties, shall be considered as Confidential Information. It is understood that said Confidential Information should not be distributed, disclosed or disseminated, and should only be known to employees who have a need to know such information for the purpose for which it is disclosed.

This Agreement 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.

No provision of this Agreement shall be deemed to have been waived or modified unless such waiver or modification shall be evidenced by a written instrument which is signed by all parties hereto and any such waiver or modification shall apply only to such terms or conditions expressly noted in said written instrument.

This Agreement may not be transferred or assigned without the prior written consent of both parties.

For all actions or lawsuits arising out or in connection with this Agreement, the venue shall be in the proper courts of Makati City to the exclusion of all other venues. This Agreement shall be governed by Philippine Law.

Neither shall be liable for any loss, damage or delay caused by war, riots, civil commotion, strikes, lock-outs, labor disputes or other such causes or contingencies beyond its reasonable control which prevents or delays it in performing any obligation arising out of this Agreement. Should such event prevent from complying with any of its obligations under the Agreement for a period of at least seven (7) days, may terminate the Agreement immediately upon written notice.

hereby represent that each is duly authorized by their respective Board of Directors to enter into this Agreement, and that their respective signatories are likewise duly authorized to sign this Agreement on behalf of their own companies.


Schedule 1



shall deduct the transaction fee from its payables to .

The transaction fees are as follows:


shall remit payments to on a weekly basis. There is a minimum fund-out of Five Thousand Pesos (PHP 5,000.00) only if the settlement bank account is not one of the following: BDO, BPI or Metrobank. For settlement to BDO, BPI or Metrobank, there is no minimum amount required to initiate payout. The remittance shall be in the form of check or deposit to a designated settlement bank account. Should there be charges in the remittance of payment, such as bank wire transfer fees, agrees to shoulder all such fees and charges.

will remit payment to the in the currency and mode that shall agree upon in writing.

There are but merchants with no transactions within a 1 year period will be automatically deactivated.


Schedule 2



declares that the will be used on the following website(s), mobile app(s) and brand(s) only: as declared on the online application form under Usage Website/App/Brand

declares that the above website/s, app(s) and brand(s) will be selling the following products and services only: as declared on the online application form under Sold Products and Services