General Terms and Conditions of NextPay

Last updated May 2020

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In a nutshell...

Please read our Terms and Conditions in its entirety. To get you started, here's some key points:

  • NextPay can handle salary disbursements on behalf of your business. We do not employ, nor do we have any control over your employees.
  • We have a Privacy Policy that outlines how we collect, protect, and use your information.
  • This platform, data and brand is considered intellectual property owned by NextPay.
  • You are responsible for keeping your password safe, and your contact information up to date.
  • You are responsible for using our platform responsibly and legally.

This General Terms and Conditions ("GTC") is a contract between You, (“the Client”) and NextEnterprises Inc. (“the Corporation”) and applies to your use of the Corporation’s proprietary platform for payroll management and disbursement (the “Platform”).

Upon conformity to the GTC, you acknowledge that you have read the same and agree with and accept all of the terms and conditions contained herein.

General Provisions

By indicating your conformity, you agree to comply with and be legally bound by this GTC, as revised from time to time.

The Corporation may amend or modify this GTC, subject to notification via posting on the NextPay website or emailing to you the revised GTC; Provided that, upon notification of revision, the revised GTC shall be deemed effective. You hereby acknowledge that the Corporation may (a) modify or discontinue any portion or feature of the Platform, and (b) suspend, limit or terminate your access to the Platform, at any time, and from time to time, without notice to you given certain circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the use of the Platform, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein.

The content of this GTC is largely based on the special nature of payrolling. Three parties are involved in payrolling: the Client, the Client’s employee and the Corporation. The following is important for a proper understanding of the relationship among all parties concerned and of the how and why of these GTC.

The Payroll Arrangement

Through the Platform, the Client is able to (a) manage its payroll and (b) make salary disbursements to its employees according to such payroll. On a trust arrangement, the Client deposits funds to the Corporation and the Client, through the Platform operated by the Corporation, disburses the funds of the Client entrusted to the Corporation to the Client’s employees according to the payroll determined by the Client.

The Corporation is an independent contractor for all purposes. There is no employment contract between the employees of the Client and the Corporation. The Corporation does not have control of the employees of the Client.

Privacy

Protecting your personal information is very important to the Corporation. The Corporation adheres to the provisions of the Data Privacy Act of the Philippines (Republic Act No. 10173) and are committed in maintaining the Client’s and the Client’s employee’s personal information confidential and dedicated for the purposes for which such information is collected. The personal information collected, the purposes of such collection and the manner the Corporation uses such information is provided in the Privacy Policy. By agreeing to the GTC, you hereby conform as well to the Privacy Policy.

Intellectual Property

Intellectual Property Rights means all patents, unpatented inventions, registered and unregistered design and design rights, copyrights (including rights in computer software), database rights, topography rights, domain names, trademarks, rights in trade dress and get up, rights in good will or to sue for passing off, service marks, trade names, logos, rights in trade secrets, know-how (including applications or the right to apply for all of the foregoing) and all other intellectual property rights of any nature whatsoever and all rights of a similar nature having similar effect throughout the world whether registered or unregistered and whether now existing or in the future created.

The Corporation shall retain absolute ownership over the Intellectual Property Rights over its devices and the Platform, including all pertinent software and hardware thereto.

All products, services and company names are trademarks™ or registered® trademarks of their respective holders. Use of them does not imply any affiliation with or endorsement by them.

Password Security and Keeping Your Email and Address Current

The Client is responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers, codes, or any other information required to access the Platform. You are responsible for keeping your email address up to date in order to maximize the use of the Platform.

Notice

You agree that the Corporation may provide you communications about your account and the Platform electronically.

The Corporation prefers receiving notices electronically through our support system which may be accessed thru the Platform. Paper notifications can also be sent to the Corporation – 21 Brixton Street, Brgy. Kapitolyo, Pasig.

Taxes

It is the responsibility of the Client to determine taxes applied to the payments the Client made or received, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. The Corporation is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

Nature of the Possession of Funds

The Corporation holds the funds of the Client in trust for the employees of the Client. The Client’s account in the Platform is not a bank account and the funds therein are not considered a deposit or a loan. Neither are the funds in the possession of the Corporation financial instruments or the subject of financial instruments. No interest will be paid on any funds of the Client’s funds. The Corporation shall not be obligated and shall not be required to secure insurance over such funds.

Limitations

The Corporation has no liability or responsibility to pay the employee for any service rendered to the Client. The Corporation will only provide access to the Platform to disburse salaries in accordance with the payroll determined by the Client and sourced from the funds entrusted to the Corporation by the Client.

The Corporation undertakes to exert reasonable efforts to ensure that the Client is enabled to make disbursements in a timely and accurate manner within our committed processing times; Provided that, the Corporation makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. The Corporation reserves the right to delay the Client’s disbursements at any time when warranted due to prevailing circumstances; Provided that, the Corporation shall notify the Client within a reasonable time after determining the need for delay the basis of the delay and the immediate steps to remedy the same.

Unauthorized Uses

Users are prohibited from using the Platform, or the services provided in relation thereto by the Corporation or related third party services, for or in relation to certain activities (“Unauthorized Use”) which contravene the GTC. This prohibition is designed to protect customers from wrongdoing and ensure compliance with local laws and international norms.

These categories of Unauthorized Use are not exhaustive and are designed primarily for illustrative purposes. Any use of the services for the purpose of facilitating, participating in, or acting in relation to any Unauthorized Use can lead to service disruptions, changes in services, account deactivation or appropriate reporting to law enforcement agencies and/or regulators. If the Client believes that it is using the Platform for one of the purposes below, are seeking to use the Platform for that reason, or are unsure whether your use or intended use may be an Unauthorized Use, you may contact Support for clarity.

Unauthorized Uses include transaction or activities related to:

  • (a) Investment Schemes: support of pyramid schemes, paluwagans, ponzi schemes, network marketing, unlicensed investment vehicles, deceptive charity schemes, referral marketing programs or multi-level marketing programs;
  • (b) Fraud: provision of any false, deceptive, inaccurate or misleading information to the Corporation, NextPay users, or other third parties for pecuniary gain or other ends;
  • (c) Gambling: Online gambling, lotteries, casinos and informal gambling, gaming operations, sports betting, and other games of chance and forms of speculation;
  • (d) Unauthorized Financial Institutions and MSBs: unlicensed money transmission, unlicensed financial services, and other unregulated financial operations. This also includes securities brokers, unlicensed investment vehicles, check cashing services, collections agencies, and bail bonds;
  • (e) Drugs: illegal narcotics, drug paraphernalia, commercial drugs and other controlled substances, and other mind or body altering substances presenting a public health risk;
  • (f) Stolen Items: stolen goods including digital and virtual goods, all goods for which seller does not have clear title;
  • (g) Intellectual Property Infringement: items that infringe or violate any intellectual property rights, including trademark, copyright, privacy or any other proprietary rights. This includes the selling or facilitating of sales of counterfeit or unauthorized goods or activities related thereto;
  • (h) Shell Companies: entities that appear to have no genuine business purpose or are otherwise designed to operate for a purpose other than that which they purport to operate under are prohibited;
  • (i) Bearer Shares Entities: Customers transacting with, on behalf of, or in relation to entities for which the identity of beneficial owners are not known and in which ownership stakes are freely alienable are prohibited;
  • (j) Adult Services and Media: Services involving prostitution, sale of illegal pornographic materials, and forms of human trafficking;
  • (k) High Risk Entities: Any individual, group, or entity deemed to pose an inordinately high risk to Coins, its customers, or other third parties may be considered unacceptably high risk and an unauthorized user.
  • (l) Violence: Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same.
  • (m) Coercion: Extortion, blackmail, or efforts to induce unearned payment
  • (n) Weapon Sales: Unlicensed sale of firearms and certain weapons
  • (o) Others as may provided in Appendix 1 to this GTC

Liability and Indemnification

The Client agrees to indemnify and hold the Corporation, its shareholders, directors, officers, employees and representatives free and harmless from any cost, claim, liability or demand (including reasonable attorneys’ fees) arising out of the Client’s breach of this GTC or Unauthorized Use.

The Corporation shall in no case be liable for any cost, claim, liability or damages between the Client and its suppliers, customers or employees. The Client holds the Corporation free and harmless from any and all costs, claims, liabilities, or damages which may arise in connection with any claim or dispute between the Client and its suppliers, customers or employees arising from and in connection with the use of the Platform and/or with this GTC.

Correction of Errors

If the Client believes that the Corporation had made an error, the Client must notify the Corporation thru Support as accessed thru the Platform. In your communication pertaining to such error, the Client must provide information sufficient to identify the Client, its account, and the transaction which it believes an error occurred. The Client must contact the Corporation within thirty (30) days after the disputed transaction. The Corporation will either correct the error or explain to the Client why the request to correct is denied within ninety (90) days from receiving the request from the Client.

Force Majeure

The Corporation shall not be liable for any and all losses, damages, or claims of whatever nature due to fortuitous events or force majeure such as but not limited typhoons, floods, earthquakes, public disturbances, calamities, epidemics or pandemics, and their effects or due to any act or circumstance beyond the control and reasonably foresight of the Corporation, or for which the Corporation is not responsible, or circumstances not otherwise attributable to the fault or gross negligence of the Corporation, such as but not limited to: (i) prolonged power outages, breakdown in computers and communication facilities, and similar cases; (ii) inaccurate, incomplete or delayed transmission of information to the Client due to disruption or failure of communication devices used for the services; and (iii) indirect, incidental, or consequential loss, loss of profit, or damage suffered by the Client.

Arbitration

All disputes, controversies or differences arising out of or in connection with this Agreement (including, without limitation, questions of interpretation of any of the provisions of this Agreement) shall be amicably settled by mutual consultation within thirty (30) days after written notice thereof has been given by the complaining Party. Should the Parties fail to agree within the said period, the matter in dispute shall be finally settled by arbitration in the Philippines in accordance with the Philippine Arbitration Law by which each Party agrees to be bound. Any award by the arbitration tribunal shall be final and binding upon the Parties and may be enforced by judgement of a competent court having jurisdiction in the premises. Nothing herein contained shall bar the right of any of the Parties to obtain injunctive relief against threatened conduct that will be likely to cause loss and/or damage pending the resolution of the dispute by arbitration pursuant to this Agreement.

Time Limitation on Claims

The Client acknowledges and agrees that any claim it may have arising out of or related to your relationship with the Corporation must be filed within one (1) year after the cause for such claim arose; otherwise, the Client’s claim shall be permanently barred.

APPENDIX 1: PROHIBITED BUSINESSES AND PROHIBITED USE

The following categories of businesses, business practices, and sale items are barred from the Corporation’s services ("Prohibited Businesses"). By opening a NextPay account, the Client confirms that it will not use the Corporation’s services in connection with the following businesses, activities, practices, or items:

  1. Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of virtual currencies, sales of money orders or traveler's checks, and escrow services
  2. Counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
  3. Stolen goods
  4. Narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs
  5. Gambling
  6. Sports forecasting or odds making
  7. Prostitution or illegal escort services
  8. Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same
  9. Funding any of the items included on this Prohibited Businesses list
  10. Extortion, blackmail, or efforts to induce unearned payments
  11. Unlicensed sale of firearms and certain weapons
  12. Engaging in deceptive marketing practices
  13. Any business that violates any law, statute, ordinance or regulation

The Client may not use your NextPay account to engage in the following categories of activity ("Prohibited Use"). By opening a NextPay account, the Client confirms that it will not use its account to do any of the following:

  1. Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections);
  2. Partake in a transaction which involves the proceeds of any unlawful activity;
  3. Partake in any transaction involving online gambling;
  4. Defraud or attempt to defraud the Corporation or other NextPay users;
  5. Infringe upon the Corporation’s copyright, patent, trademark, or intellectual property rights;
  6. Provide false, inaccurate or misleading information;
  7. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
  8. Interfere with another individual's or entity's access to or use of any of the the Corporation’s Services;
  9. Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
  10. Publish, distribute or disseminate any unlawful material or information;
  11. Transmit or upload any material to NextPay that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  12. Harvest or otherwise collect information from NextPay about others, including without limitation email addresses, without proper consent;
  13. Act as a payment intermediary or aggregator or otherwise resell any of the Corporation’s Services;
  14. Transfer any rights granted to you under this GTC;
  15. Use the NextPay account information of another party to access or use the NextPay, except in the case which are specifically authorized by the Client to access such Client’s NextPay account and information;
  16. Otherwise attempt to gain unauthorized access to NextPay, other NextPay accounts, computer systems or networks connected to NextPay, through password mining or any other means;
  17. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; or,
  18. Take any action that the Corporation deems as circumventing NextPay controls, including, but not limited to, opening multiple NextPay accounts.