1. This agreement
This agreement is between Harborstone Payment Systems Philippines, Inc., a corporation with its registered address at CF Building Unit 3, San Francisco, Bulacan, Philippines 3017 ("Harborstone", "we"), and the organisation that has been granted access to the platform ("Client", "you").
Company registration and regulatory particulars: [SEC registration number; BSP registration or licence status, if applicable]
By accessing the platform, you accept these terms on behalf of the Client and confirm you are authorised to do so.
2. The service
Harborstone provides a web-based operations platform through which the Client and its authorised users may initiate and record disbursements, collections and related transactions, manage branch prefunding, route items for approval, and produce transaction records and reports.
Harborstone provides the platform and the instruction, recording and reconciliation layer. Settlement of funds is effected through licensed payment partners and the banking system. The availability of any particular payment type, biller or destination depends on those partners and may change.
3. Accounts and access
- Accounts are created for named individuals. Credentials must not be shared, and each user is responsible for activity under their account.
- A one-time code is required at every sign-in. You must keep the registered email address current and under the Client's control.
- The Client is responsible for assigning roles appropriately, for reviewing them as staff change, and for promptly notifying us of any user who should be removed.
- You must tell us without undue delay if you suspect any unauthorised access.
Harborstone may require the Client to reset credentials or re-verify users where there is a security concern.
4. Acceptable use
You agree not to use the platform to:
- Conduct or facilitate any unlawful transaction, including money laundering, terrorist financing, fraud, or evasion of sanctions.
- Transact on behalf of a third party without disclosing that arrangement to us where disclosure is required.
- Interfere with, probe or attempt to circumvent the platform's security or access controls, or access data belonging to another organisation.
- Introduce malicious code, or place unreasonable load on the service through automated means not agreed with us.
- Misrepresent the nature or purpose of a transaction, or enter information you know to be inaccurate.
5. Prefunding and settlement
Transactions are posted against operational prefunding held for the Client and allocated to its branches. A branch may spend only what it holds, less any reserve floor configured for it; transactions that would take a branch below its floor are refused.
Funds delivered to Harborstone as operational prefunding are held for the execution of the Client's instructions. They do not earn interest for the Client unless separately agreed in writing, and they are not deposits.
Settlement timing depends on the payment partner and destination institution, and on cut-off times outside our control. A transaction recorded as accepted has been transmitted for settlement; final settlement is confirmed by the reference returned by the partner.
6. Transactions, errors and corrections
You are responsible for the accuracy of the transaction details you enter, including recipient account numbers, names and amounts. A payment sent to a wrong destination as a result of details supplied by the Client may not be recoverable.
Where a transaction fails or is rejected by the partner, the amount is returned to the originating prefunding balance and the record is updated accordingly.
Requests to trace, recall or reverse a transaction must be raised promptly. We will make reasonable efforts to assist, but recovery depends on the receiving institution and cannot be guaranteed.
Disputes about a recorded transaction should be raised within [number] days of the transaction date, or within any longer period required by applicable regulation.
7. Fees
Fees, and the basis on which they are charged, are as set out in the Client's service agreement or fee schedule. Fees may be deducted from operational prefunding or invoiced, as agreed. We will give reasonable prior notice of any change to fees, of not less than [number] days.
8. Compliance obligations
Both parties must comply with applicable Philippine law, including the Anti-Money Laundering Act (Republic Act No. 9160, as amended), the Data Privacy Act of 2012, and the Financial Products and Services Consumer Protection Act (Republic Act No. 11765).
The Client must carry out the customer due diligence required of it, retain the records the law requires, and cooperate with reasonable requests for information needed for us to meet our own obligations. We may decline, delay, or report a transaction where we are required or permitted to do so by law, and we may be prohibited from telling you why.
9. Availability and support
We aim to keep the platform available at all times but do not warrant uninterrupted operation. Planned maintenance will be notified in advance where practicable. Support channels and response targets are as set out in the Client's service agreement, or otherwise as published by us.
10. Data and confidentiality
Each party will keep the other's confidential information in confidence and use it only for the purposes of this agreement. Personal information is handled as described in our Privacy Policy.
Transaction records generated by the Client's use of the platform belong to the Client. Harborstone retains the records it is required to retain by law, and may use aggregated, de-identified information to operate and improve the service.
11. Liability
Nothing in these terms excludes liability that cannot be excluded by law, including liability for fraud or for wilful misconduct.
Subject to that, Harborstone is not liable for indirect or consequential loss, loss of profit, loss of business, or loss arising from the acts, omissions or insolvency of a payment partner or receiving institution. Our aggregate liability arising in any twelve-month period is limited to the fees paid by the Client to Harborstone in that period, or such other limit as the Client's service agreement specifies.
The Client is responsible for losses arising from its own instructions, from inaccurate details it supplied, or from a failure to secure its user accounts.
12. Suspension and termination
We may suspend access, in whole or in part, where we reasonably believe there is a security risk, a legal or regulatory requirement to do so, a material breach of these terms, or unpaid fees. Where circumstances allow, we will give notice and an opportunity to remedy.
Either party may terminate as provided in the Client's service agreement. On termination, we will assist with an orderly wind-down, including the return of any remaining prefunding balance after settlement of outstanding transactions and fees, and the export of transaction records. We will continue to retain records for the periods the law requires.
13. Governing law and disputes
These terms are governed by the laws of the Republic of the Philippines. The parties will attempt in good faith to resolve any dispute by discussion. Failing that, the dispute is subject to the exclusive jurisdiction of the courts of [venue — e.g. the City of Malolos, Bulacan].
14. Changes to these terms
We may amend these terms as the service, the law or our practices change. We will give notice of material changes through the console or by email before they take effect. Continued use after the effective date constitutes acceptance.
15. Contact
Harborstone Payment Systems Philippines, Inc.
CF Building Unit 3, San Francisco, Bulacan, Philippines 3017
business@harborstone.ph