This conforme serves as a deal sheet between SHIFT DYNAMICS SOLUTIONS. and the MERCHANT for  the agreement covering the commercial terms below for a period of 1 year and shall be automatically  renewed unless provided with a termination/disengagement notice for at least 30 days before the expiry. 
COMMERCIAL TERMS: 
SHIFT DYNAMICS SOLUTIONS. shall provide the Pay Service, and issue, install, and/or deploy the app or use the  portal. The fees shall be based on transaction fees generated from various types of service as defined in  Annex A. 
PRE-SERVICE: 
Pre-Onboarding Requirements. Notwithstanding any proposal, term sheet, or application signed by the  MERCHANT, SHIFT DYNAMICS SOLUTIONS. reserves the right to cancel, delay, defer, or suspend delivery of the  Service if the necessary pre-onboarding requirements (as communicated to MERCHANT) are not  submitted on time or as requested. Pre-onboarding requirements include basic national and local  government registrations, basic corporate or legal documentation, and other relevant documents as may  be required by SHIFT DYNAMICS SOLUTIONS.
Grounds for Non-Delivery of the Service. Even if Pre-Onboarding Requirements have been provided to  SHIFT DYNAMICS SOLUTIONS. and/or a proposal, term sheet, or an application has been signed by MERCHANT,  SHIFT DYNAMICS SOLUTIONS. reserves the right not to proceed with delivering the Service (or, if already  rendered, terminate or suspend the Service), among others: 
(a) if it is confirmed that the MERCHANT has made a material misrepresentation or has concealed any  material information in its Pre-Onboarding Requirements or in the proposal, term sheet, or application  form; or 
(b) if MERCHANT is later found to be ineligible for the Service under SHIFT DYNAMICS SOLUTIONS.’ policies (such  as when the MERCHANT is blacklisted due to poor credit standing or has a history of fraudulent acts or  practices).
SCOPE OF SERVICE: 
SHIFT DYNAMICS SOLUTIONS.’s Service.  
SHIFT DYNAMICS SOLUTIONS. shall provide the Service by enabling SHIFT DYNAMICS SOLUTIONS.’s sites, which are stores or branches  owned or operated by either SHIFT DYNAMICS SOLUTIONS. or the MERCHANT where the Payment facility will be installed and/or  deployed or available. 
Once enabled, the AGENT, PARTNERS and MERCHANT shall be able to accept payments from customers  who use the “SHIFT DYNAMICS SOLUTIONS.” service app in their smartphones or portals to scan the Quick Response (QR) Code featured at the relevant Scan to Pay Site or other ways to pay using the app or the  portal.  
To this end, SHIFT DYNAMICS SOLUTIONS. shall provide MERCHANT with the following for each Scan to Pay or  other ways to pay: 
Site: 
SHIFT DYNAMICS SOLUTIONS. Payment facility and promotional merchandise SMS (text) message or e-mail  notifications for each completed transaction, as well as capability to verify transaction status via reports  generation Syntax. 
• Daily/Weekly/Monthly Transaction Reports, as applicable 
• Virtual SHIFT DYNAMICS SOLUTIONS. Wallet and Daily Bank Settlement for Non-Individual Accounts  (within banking days only) 
• One-time basic usage and troubleshooting training 
• Merchant Hotline 
SHIFT DYNAMICS SOLUTIONS. may modify the implementation of the Payment facility at any time, subject to  timely notice of changes to MERCHANT. 
USE OF THE SERVICE: 
Intended purposes. MERCHANT shall use the Payment facility only for the intended purposes. The  Payment facility shall at all times be made available to the public.
USER AND DATA PRIVACY:
Information of or relating to users gathered through or on the Payment facility (including, without  limitation, any information considered “personal information” or “sensitive personal information” under  the Data Privacy Act of 2012) shall be the exclusive property of SHIFT DYNAMICS SOLUTIONS. and will be dealt  with in accordance with SHIFT DYNAMICS SOLUTIONS. privacy and security policies, as well as the relevant law  and regulations. Under no circumstance shall SHIFT DYNAMICS SOLUTIONS. volunteer, disclose, or share to  MERCHANT any personal information or sensitive personal information pertaining to SHIFT DYNAMICS SOLUTIONS. users, and in no event shall SHIFT DYNAMICS SOLUTIONS. process such personal information or  sensitive personal information on behalf of MERCHANT. MERCHANT shall exert its own efforts in obtaining  any necessary personal information or sensitive personal information from its customers who are SHIFT DYNAMICS SOLUTIONS. users. Above paragraphs notwithstanding, upon MERCHANT’s request, SHIFT DYNAMICS SOLUTIONS. may share usage data from the Payment facility that is aggregated and/or anonymized in  such a way that individual users cannot be identified or ascertained, such as: (a) total number of  merchant’s customers who use SHIFT DYNAMICS SOLUTIONS. services, (b) average amount of e-money used for  payments to the merchant, and (c) merchant’s average volume of SHIFT DYNAMICS SOLUTIONS. payments per  month. 
DATA SHARING: 
The MERCHANT hereby consents to and authorizes SHIFT DYNAMICS SOLUTIONS., and/or its third-party partners  contracted by SHIFT DYNAMICS SOLUTIONS. platform to use and process data including personal data that may  be collected by conducting its operations. Use and processing of data shall include but not limited to risk  management, sales and marketing activities, communications relating to their products and/or services,  product and system development and innovation, customer experience management and improvement,  and market research. 
The MERCHANT shall adhere with applicable privacy laws in the lawful and secure processing of personal  data to protect against breach of confidentiality, integrity and availability.
COMPLIANCE WITH AMLA-CTF: 
In compliance with the provisions of Republic Act No. 9160, also known as the “Anti-Money Laundering  Act of 2001” (AMLA), as amended, and Republic Act No. 10168, also known as the “Terrorism Financing  Prevention and Suppression Act of 2012” (TFPSA), the MERCHANT will adhere to the strictest sense that  it will cooperate and will report to SHIFT DYNAMICS SOLUTIONS. all transactions that in any way may be  connected with or in violation of the AMLA, TFPSA, and all related laws. This is to protect and preserve  the integrity of the SHIFT DYNAMICS SOLUTIONS. financial system, including the confidentiality of all related  accounts, to ensure that this business engagement shall not be used as a money laundering site for the  proceeds of any unlawful activity and that the Merchant Partner will extend cooperation, consistent with  SHIFT DYNAMICS SOLUTIONS.’s policy on AMLA-CTF, in investigations and prosecutions of persons involved in money laundering  activities wherever committed in conjunction with this business partnership.