Effective as of April 6, 2020.
We, Xendit Philippines Inc., a corporation organized and existing under the laws of the Republic of the Philippines, act as the First Party in these Terms and Conditions ("Conditions"). You shall be considered as the Second Party. The First Party and Second Party are collectively referred to as the Parties and individually as a Party.
The First Party shall be entitled to amend, modify or supplement the Conditions at any time and (subject to law) for an unlimited number of times subsequently without restriction in its sole and absolute discretion by posting a revised version of this Term and Conditions (https://www.xendit.co/en/terms-and-conditions) ("Conditions"), provided that the First Party has provided fourteen (14) calendar days' prior notice (the "Notice Period") to the Second Party before the effective date of any amendment, modification or supplement, such notice to be given via electronic mail transmission or otherwise in writing. Upon receipt of such notice from the First Party, the Second Party shall be entitled to terminate the Service Agreement immediately by submitting a written notice to the First Party of its intention to terminate within the Notice Period. Upon the lapse of Notice Period and to the extent that no notice has been received by the First Party, the Second Party hereby agrees to accept and be bound by any amendment, modification or supplement made to these Terms and Conditions. These Terms and Conditions that have been amended, modified or supplemented shall supersede and replace all previous versions.
These Conditions shall form part of the Services Agreement. These Conditions shall not be interpreted independently of the Services Agreement, unless the contrary is provided herein and/or the Services Agreement. In the event of conflict between the Services Agreement and these Conditions, the latter shall prevail.
"Affiliates" means a parent, subsidiary, brother or sister company or other company or entity which controls the First Party or which the First Party controls or which is under common control with the First Party.
"API" means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by the First Party that may be used by the Second Party to access the Services.
"End-User" means a person or entity that uses the services or products of the Second Party.
"Confidential Information" means any data or information, oral or written, treated as confidential that relates to either Party's (or, if either Party is bound to protect the confidentiality of any third party's information, such third party's) past, present, or future research or development activities, including any unannounced products and services, any information relating to developments, Services Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personal, identifiable data of End-Users and the financial terms of the Services Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Services Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Services Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.
"Dashboard" means a web-based reporting platform provided by the First Party to the Second Party.
"Destination Account" means an account specified by the Second Party into which, upon the instruction of the Second Party made in accordance with the procedure stipulated by the First Party, funds will be transferred by the First Party.
"Disbursement" means the act done by the First Party on behalf of the Second Party which sets in motion, by way of bank transfer, a movement of Funds from a Top-Up Account to a Destination Account via API or by way of manual upload and "Disbursements" shall mean any two or more of such instances of such acts.
"PHP" or "Philippine Peso" means the lawful currency for the time being of the Philippines.
"Losses" means any losses, damages, liability, costs and expenses (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) suffered or incurred by a party.
"Refund" means an instruction initiated by the Second Party to return funds to an End-User for an existing Charge.
"Services Agreements" means an agreement entered between the Parties in relation to the Services provided by First Party to Second Party.
"Services Documentation" means collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to the Second Party (including, but not limited to, the information found on www.xendit.co), and that are intended for use in connection with the Services.
"Top-Up" means any topping up of the balance in the Top-Up Account which shall be done in IDR except where the Services involve a foreign exchange conversion before Disbursement, in which case such Top-Up shall be done in USD, to the extent permitted under the prevailing laws and regulations.
"Top-Up Account(s)" means bank account(s) created and administered in any Bank appointed by the First Party designated for the purpose of storing the balance of the Second Party's funds for and throughout the Second Party’s use of the Services.
Any Disbursements performed or to be performed by the First Party on behalf of the Second Party are subject always to the following conditions: