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RETAIL MACHINE COLLECTION AGENT AGREEMENT

This Retail Machine Collection Agent Agreement (the Agreement) is made and
executed on DATE at Pasig City, by and between:
CIS BAYAD CENTER, INC., a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with principal office address at
Business Solutions Center, Meralco Complex, Ortigas Avenue, Pasig City,
represented herein by its Senior Vice President and Chief Operations Officer,
FRANCISPITO P. QUEVEDO, hereinafter referred to as CBCI;
--and--
COMPANY NAME, a domestic corporation organized and existing under and by virtue
of Philippine laws, with principal office located at ADDRESS, represented herein by
its duly authorized representative, Position, NAME, hereinafter referred to as
COLLECTING AGENT
CBCI and the COLLECTING AGENT shall hereinafter be referred to individually as a
Party and collectively as the Parties.
WITNESSETH:
WHEREAS, CBCI is the exclusive owner of the BAYAD CENTER trade name,
trademark and is the owner and the system exclusive distributor of the Bayad
Center Retail Machine with the Bayad Center Application;
WHEREAS, the COLLECTING AGENT desires to have the services of CBCI through the
BAYAD CENTER RETAIL MACHINE in conformity with CBCIs policies, practices, and
procedures, and to benefit from the public goodwill inherent in CBCIs trademark;
WHEREAS, the COLLECTING AGENT has accordingly applied with CBCI as one of its
collecting agents, and CBCI has accepted the said application subject to the
COLLECTING AGENTs compliance with the terms and conditions set forth in this
Agreement;
WHEREAS, the Collecting Agent Fee provided in Section 3 of the Agreement
constitutes the sole consideration to CBCI for the use of the System and CBCIs
trademark. The restrictions and controls on the COLLECTING AGENTs operation and
acquisition of supplies established herein are intended solely to protect CBCIs rights
to its trademark and to discharge CBCIs obligation to maintain a high level of
quality of trademark system and service;
NOW, THEREFORE, the Parties hereby agree as follows:
1. TERMS OF AGREEMENT
1.1 CBCI licenses and grants the COLLECTING AGENT the right to use the System
and the procedures bearing, and/or identified with, the trademark BAYAD CENTER
and to generally operate a business in accordance with CBCIs trademark system
and service and the procedures made known to the COLLECTING AGENT prior to the
signing of this Agreement. This license shall be effective for a period of three (3)
years commencing on _______________and ending on ______________ (the Original
Term), unless sooner terminated in accordance with Section 8 hereof. The
COLLECTING AGENT is hereby authorized to engage in the services listed in Annex
A hereof using CBCIs Bayad Center Retail Machine. The COLLECTING AGENT shall
not offer any service competing directly or indirectly with CBCIs business lines,
without first obtaining the prior written approval of CBCI.
1.2 A written request to renew this Agreement for another term of three (3) years
may be submitted by the COLLECTING AGENT to CBCI not later than ninety (90)
days before the expiration of the Original Term. It shall be understood however that
any such renewal shall be subject to such other terms and conditions that may be
imposed or required by CBCI, including payment of a renewal fee, and to the
approval of CBCI, which approval shall be based on the COLLECTING AGENTs record
of volume performance and compliance with CBCIs systems and standards.
1.3 The COLLECTING AGENT shall acquire at least ___(__) unit/s of Bayad Center
Retail Machine which he/she/it shall use or operate at the following address/es:
_______________________________________ using TPA Account/s: ______________________.
The use of the Bayad Center Retail Machine in any location other than the site/s
specified herein shall constitute as unauthorized use shall automatically subject the
COLLECTING AGENT to the sanctions provided in Annex B hereof.
1.4 Nothing in this Agreement shall prevent CBCI from operating, or granting
another person, entity or collection agent authority to operate another Bayad
Center within the same vicinity, city, or municipality wherein the COLLECTING
AGENT operates.
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2. OBLIGATIONS OF CBCI
2.1 CBCI shall train the COLLECTING AGENT in all phases of the BAYAD CENTER
RETAIL MACHINE Operations prior to the activation of the Collection Agent Site. The
training program to be administered by CBCI is compulsory and shall require
successful completion.
2.2 CBCI shall maintain interest in the success of the COLLECTING AGENTs business
during the term of this Agreement and shall on a best effort basis provide back-end
support operations and a designated representative to provide support and
guidance to the COLLECTING AGENT for the success of the business.
2.3 CBCI has created a standard Retail Machine Operations Manual (the RMOM),
the terms and conditions of which are hereby incorporated by reference and made
an integral part of this Agreement. The RMOM contains trade secrets and other
Confidential Information (as defined in Section 3.10 hereof) vital to the operations of
the business of CBCI.
2.4 CBCI shall supply the SIM card and the COLLECTING AGENT shall exclusively
purchase from CBCI the load for the Bayad Center Retail Machine to be connected
to the internet via 2G/3G. CBCI shall issue the SIM card with the network which has
the strongest signal in the area in which the Bayad Center Retail Machine will be
deployed.
2.5 CBCI shall not, in any case, use the advertising fund provided in Section 3.8
hereof to promote the sales of new collecting agent.
2.6 CBCI has entered into this Agreement upon its reliance of the COLLECTING
AGENTs qualifications and the latters commitment to open and operate the
Collecting Agent Site and the rights herein granted to the COLLECTING AGENT are
personal to the COLLECTING AGENT. Consequently, the COLLECTING AGENT shall
not sell, assign, transfer, or otherwise dispose of any rights granted under this
Agreement prior to opening the Collecting Agent Site and at any time subsequent
thereto, except upon written conformity of CBCI. Any unauthorized sale,
assignment, transfer, or disposal shall not be binding upon CBCI nor shall it relieve
the COLLECTING AGENT of his/her/its obligations hereunder or under any other
related agreements with CBCI without prejudice to other remedies available under
the law.
3. OBLIGATIONS OF COLLECTING AGENT
3.1 The COLLECTING AGENT shall not be allowed to open his/her/its Collecting Agent
Site and operate until and after he/she/its representative shall have been duly
qualified and successfully passed the training under Section 2.1 hereof. The
COLLECTING AGENT and his/her/its personnel manning the COLLECTING AGENT Site
may be required by CBCI to attend refresher or updating sessions and Collecting
Agents meetings at such duration and frequency as CBCI may determine. A violation
of this Section shall render the COLLECTING AGENT liable under Annex B hereof.
3.2 The COLLECTING AGENT understands and agrees that the BAYAD CENTER
system is constantly being modified and improved in order to keep up with the
dynamics of the business and to meet the demands and exigencies in the system of
operations.
3.3 The COLLECTING AGENT covenants to conduct his/her/its operations in strict
conformity with any future modifications in or amendments to the RMOM, designed
solely to promote the COLLECTING AGENTs business, and uniformly enforced on all
other similarly situated COLLECTING AGENTS. Such RCOM shall at all times remain
the property of CBCI and shall be returned thereafter upon the expiration or
termination of this Agreement. Photocopy or any form of reproduction shall be
strictly prohibited; only CBCI may reproduce the RMOM. All information received by
the COLLECTING AGENT in the course of this Agreement and all the contents of the
said RMOM shall be kept by the COLLECTING AGENT in the strictest confidence and
shall not be revealed to any and all unauthorized parties even after the termination
of this Agreement in accordance with Section 3.10 hereof. A violation of this
provision or any deviation from the RMOM shall be considered a substantial breach
of the Agreement, which shall entitle CBCI to terminate this Agreement under
Section 7 hereof.
3.4 The COLLECTING AGENT acknowledges that every component of the
COLLECTING AGENT Operations System is important to CBCI and to the operation of
the Collecting Agent Site. The COLLECTING AGENT shall comply with the business
policies, practices, and procedures imposed by CBCI including, but not limited to
those contained in the RCOM. It shall also comply with all national and local laws,
ordinances and regulations affecting the operation of the Collecting Agent Site. It
shall maintain customer service standards and confidentiality of all materials and
disclosures pertaining to the operations of the COLLECTING AGENT. CBCI shall have
the right to periodically inspect the Collecting Agent Site at any reasonable time to
ensure that the COLLECTING AGENTs operations are compliant with CBCIs
standards, processes, and procedures.
3.5 Should the COLLECTING AGENT prefer to use an existing internet connection via
Local Area Network (LAN) or Wi-Fi, the COLLECTING AGENT shall provide a
document, e.g. the latest billing from the LAN
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or Wi-Fi provider indicating the exact location where the Bayad Center Retail
Machine will be deployed, to ensure that the Bayad Center Retail Machine will have
internet connection to proceed with transactions. All associated costs shall be for
the sole expense of the COLLECTING AGENT.
3.6 Within sixty (60) days from date of the execution hereof, the COLLECTING
AGENT shall obtain from the pertinent local, regional, or national governmental
agency/ies all applicable approvals, permits, and licenses which shall be necessary
or advisable for the execution of this Agreement and for the consummation of the
transactions provided for hereunder.
3.7 The COLLECTING AGENT shall establish a pre-fund thru a Central Wallet System
(CWS) before the commencement of the COLLECTING AGENT operations in an
initial minimum amount of Fifteen Thousand Pesos (Php15,000.00), which may be
adjusted by CBCI from time to time. The COLLECTING AGENT shall pull the needed
fund to process transactions from the CWS with each bill payment/transaction to be
deducted from the said CWS.
3.7.1. A threshold amount of Five Thousand Pesos (Php5,000.00) should prompt the
COLLECTING AGENT to replenish the said CWS.
3.7.2. Upon utilization of the current amount, the COLLECTING AGENT shall be
required to replenish the CWS within four (4) hours therefrom. If the COLLECTING
AGENT uses up the entire CWS, the COLLECTING AGENT shall automatically be
disallowed from processing bill payments/transactions in accordance with the terms
thereof. Only upon such replenishment shall such processing of payments be
reactivated.
3.7.3. The required prefund and threshold amount shall be based on the average
daily cash collections of the COLLECTING AGENTs Retail Machines for every month.
3.7.4. Replenishment or loading of the CWS will be done through CBCIs accredited /
partnered banks communicated to the COLLECTING AGENT.
3.8 The COLLECTING AGENT shall, in addition to the other fees and charges under
this Agreement, pay an amount equivalent to two percent (2%) of its monthly gross
service fees, net of VAT, for the establishment of a Marketing Support Fund (MSF)
to which similar contributions will be made by all other collecting agents. Such
payment shall be automatically deducted by CBCI from the monthly Service Fees of
the COLLECTING AGENT. The fund shall be used to promote, advertise, and market
CBCIs brand and the entire system in various types of media. The MSF shall not be
used for advertising that benefits only individual collecting agents. CBCI shall not, in
any case, use the advertising fund to promote the sales of new collecting agent.
The MSF is a fund deposited to a separate account and the utilization thereof shall
be reported in writing by CBCI to COLLECTING AGENT every quarter.
3.9 The COLLECTING AGENT shall have no right whatsoever to directly or indirectly
assign to third parties rights herein granted or any interest therein. Assignment of
an interest to any third party shall be considered a material breach of this
Agreement and may, upon the discretion of CBCI, result to the immediate
termination of this Agreement. In the event of the death or dissolution of the
COLLECTING AGENT, this Agreement shall be automatically terminated. Heir(s) or
successor(s)-in-interest of the COLLECTING AGENT shall, for the purpose of
withdrawing the prefund (net of any accountabilities to CBCI) posted by the
deceased or dissolved COLLECTING AGENT, and/or for the release of the
outstanding Service Fee/s due to the deceased COLLECTING AGENT, be required to
submit, within ninety (90) days from the death or dissolution of the COLLECTING
AGENT, the COLLECTING AGENTs Death Certificate or Certificate of Dissolution, as
the case may be, and in case of the former, either of the following: (i) Affidavit of
Sole Adjudication; (ii) Deed of Extra-Judicial Settlement; or (iii) a Court Order on the
distribution or settlement of the estate of the deceased the COLLECTING AGENT.
The said ninety (90)-day period may be extended solely by CBCI in exceptional or
meritorious cases.
The said Affidavit of Sole Adjudication or Extra-Judicial Settlement must be
published in a newspaper of general circulation once a week for three (3)
consecutive weeks. A duly notarized Affidavit of Publication must likewise be
submitted to CBCI as proof of compliance of the publication requirement. The Court
Order so mentioned must have attained finality.
3.10 The COLLECTING AGENT shall not reproduce a copy, disclose, reveal, or share,
by whatever means or methods, to any person or entity, any Confidential
Information or records of CBCI it has learned, obtained, or acquired in any manner in
the course of performing the whole or any portion of his/her/its obligations under
this Agreement without CBCIs prior written consent. Should it appear that the
COLLECTING AGENT or any of its officers, nominees, employees, and/or agents
being bound by the provisions on confidentiality as herein stated has made
unauthorized disclosure, sharing, or revealing, or has threatened or shown, or
committed any act tending to show intent to disclose, share, or reveal, by any
means or method, to any person or entity, any Confidential Information, CBCI may
avail of legal remedies to restrain and enjoin the COLLECTING AGENT from
disclosing, in whole or in part, such Confidential Information, or from providing any
services to any party to whom such Confidential Information has been disclosed or
may be disclosed. CBCI shall not be prohibited by any provision of
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this Agreement from pursuing other remedies, including claim for losses, damages,
and termination under this Agreement. Confidential Information means business
and technical information and data, and related documentation, in whatever form
provided, recorded or unrecorded, which CBCI has given access to, furnished, or
may furnish the COLLECTING AGENT in connection with this Agreement, and shall
include, but shall not be limited to CBCIs respective trade secrets like customer and
account lists; and any other methods, processes, formulae, systems, and data
pertaining to the products and/or business of CBCI disclosure of which may cause
loss of trade secret, loss of opportunity or income, damage to reputation or loss of
goodwill, or exposure to any form of risk or damage to CBCI. Nothing in this
Agreement shall relieve the COLLECTING AGENT from any claim, action, liability, or
responsibility arising from, or in connection with, the breach of its officers,
nominees, employees, and/or agents of the obligations of confidentiality prescribed
herein.
The confidentiality provisions of this Agreement shall remain binding in full force
and effect even after the termination or expiration of this Agreement.
3. 11 The COLLECTING AGENT is, and shall be considered, an independent
contractor with entire control and direction of his/her/its entire business operations,
subject only to the condition and obligations established by this Agreement. The
COLLECTING AGENTs business is separate and distinct from any other business
which may be operated by CBCI. Neither Party to this Agreement shall make any
representations tending to create an employment, or partnership. Neither Party
shall have authority to act for the other in any manner to create obligations or debts
binding on the other, and neither Party shall be responsible for any obligations or
expenses whatsoever of the other. Neither the COLLECTING AGENT nor any person
performing any duties or engaged in any work on the premises on the request of the
COLLECTING AGENT shall be deemed an employee of CBCI. The COLLECTING
AGENT shall be fully and exclusively responsible and liable for the engagement,
selection, supervision, control, management, direction, termination, compensation,
and disciplinary action of its officers and employees, and agents shall ensure their
compliance with the obligations and responsibilities stipulated in this Agreement.
4. COLLECTING AGENT FEE AND SERVICE FEES
4.1 The COLLECTING AGENT shall pay CBCI the following amounts:
4.1.1 For the CBCI RETAIL MACHINE AGREEMENT, the Collecting Agent Fee to be
paid is Sixty Thousand Pesos (Php60,000.00), inclusive of Value-Added Tax (VAT), in
accordance with the following guidelines:
The Package Fee shall be on a per Collecting Agent Site basis, and shall be non-
refundable; It includes the following: Use of the Bayad Center Trademark and
System One (1) Retail Machine with Bayad Center Application One (1) Compact
Printer One (1) Bayad Center Signage
4.1.2. The Collecting Agent Fee shall be paid in full prior to the execution of the
Agreement;
4.1.3. Other applicable taxes and charges shall be borne by the COLLECTING AGENT.
4.1.4. CBCI shall pay the COLLECTING AGENT service fees for bills payment
collection, money remittance and electronic loading (the Service Fee/s) in
accordance with Annex A hereof. The Service Fee Payments to the COLLECTING
AGENT shall be credited to the COLLECTING AGENTs CWS.
4.1.5. The Collecting Agent Fee of Sixty Thousand Pesos shall be on a per-RETAIL-
MACHINE basis
4.2 CBCI reserves the right to change or alter the Service Fee rates upon the
occurrence of any of the following circumstances:
4.2.1. Extraordinary inflation; 4.2.2 Lowering of services fee rates imposed by billers
and remittance partners; 4.2.2. Neck-to-neck competition posed by similar
businesses or competitors that do not charge pass-on fees or are offering lower
pass-on or transaction fees; 4.2.3. Changes in government taxes relevant to the
service transactions; or 4.2.4. Addition of other possible services in the future.
Provided, that CBCI shall notify the COLLECTING AGENT in writing of such revised
Service Fee rates within thirty (30) calendar days prior to the imposition thereof.

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5. NON-COMPETITION
During the effectivity of this Agreement and within one (1) year from the expiration
or termination thereof, the COLLECTING AGENT shall not, without the prior written
consent of CBCI, directly or indirectly, engage in or acquire any financial or
beneficial interest, including interest in corporations, partnerships, or trusts,
unincorporated associations and joint ventures in, or become a landlord for, any
similar payment collection business or any business employing or using the
concepts and records similar to the Trade Name, Mark and System of CBCI.
6. STORE LOOK
6.1 The COLLECTING AGENT acknowledges that CBCI is required by law to prevent
the unauthorized use of the BAYAD CENTER Name or Mark and shall accordingly
abide by the provisions hereunder:
6.1.1 The COLLECTING AGENT shall not use the words "BAYAD CENTER or any
stylistic or colorable variation thereof as part of the name of any corporation,
partnership, or other business entity in which the COLLECTING AGENT owns or holds
another interest or as a trade name or assumed name of any such business entity:
Provided, that The COLLECTING AGENT may, if required by law, file an assumed
name or similar certificate to the effect that it is operating the Collection Agent Site
under the BAYAD CENTER name.
6.1.2 The COLLECTING AGENT shall use the BAYAD CENTER Name, Mark, and
trade assets in strict compliance and in a manner tending to promote the goodwill
and image of BAYAD CENTER and in a manner consistent with the standards of
quality established by CBCI.
6.1.3 The COLLECTING AGENT shall not use or allow the use of CBCIs registered
logograph or the words BAYAD CENTER in any promotional material,
advertisement, display, business form on either printed articles or graphic materials
without affixing the symbol thereto in the manner required by law.
6.1.4 The COLLECTING AGENT shall, at all times, use the BAYAD CENTER Name
and Mark in the precise form described by CBCI and shall observe reasonable
directions regarding representation of the BAYAD CENTER Name and Mark and the
manner of its display and use. The COLLECTING AGENT shall submit to CBCI all
paper goods and advertising and promotional materials not furnished by CBCI for
CBCIs prior approval.
6.2 The COLLECTING AGENT shall not knowingly permit and shall promptly report to
CBCI any unauthorized use of the BAYAD CENTER Name and Mark by any person
or entity or the use of any trade name, trademark, service mark, logo, domain
name, symbol, or other distinctive brand feature which may be construed as an
infringement of the BAYAD CENTER name and mark or as unfair competition. CBCI
reserves the exclusive right to make the final determination of infringement or other
unlawful use and to conduct all legal proceedings relating to such infringement or
unlawful use of the BAYAD CENTER name and mark.
6.3 At no time shall the COLLECTING AGENT make any written or oral admissions,
nor shall CBCI be bound by any such admissions, which are made in contravention
of this Section, that the BAYAD CENTER Trademark is in any way invalid or
infringes the rights of any person or is open to any other form of attack, but shall
promptly notify CBCI of any allegation of invalidity or infringement of which the
COLLECTING AGENT becomes aware.
6.4 The COLLECTING AGENT shall not use the BAYAD CENTER Name and Mark on
any goods and services other than in compliance with specifications issued from
time to time by CBCI and such other quality control measures as CBCI may adopt to
promote and defend the goodwill associated with the BAYAD CENTER Name and
Mark.
7. DEFENSE
The COLLECTING AGENT shall defend, protect, indemnify and hold CBCI, its
directors, officers, employees and agents free and harmless from any and all claims,
damages, injuries, losses or expenses, of whatever nature and kind, whether at law
or equity, that the same may incur, pay or be liable for, in connection with the
COLLECTING AGENTs operation, or that may occur inside the Collecting Agent Site ;
defects in construction of, and installation of materials in, the Collection Agent Site;
or the COLLECTING AGENTs violation of any part of this Agreement.
8. PENALTIES FOR BREACH
8.1 A violation of any of the provisions of this Agreement, as well as of the RMOM,
shall subject the COLLECTING AGENT to the consequences and/or sanctions
provided under Annex B hereof. The penalties provided for in Annex B, however,
shall not preclude CBCI from pursuing such other appropriate legal remedies.
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8.2 It is understood that even if not covered by Annex B hereof, the COLLECTING
AGENT shall still be declared in breach if he/she/it fails to perform, or violates, any
of the other provisions of this Agreement and all instruments related thereto.
8.3 In circumstances where the actions of the COLLECTING AGENT put CBCIs
business at risk, upon the sole discretion/determination of CBCI, CBCI may
immediately deactivate the Bayad Center Retail Machines and/or suspend
operations of the COLLECTING AGENT without need of prior advice or notice to the
COLLECTING AGENT, in addition to the sanctions provided in Annex B, and without
prejudice to CBCIs right to avail of such other appropriate legal remedies.
8.4 For collection agents with two (2) or more Collection Agent Sites, should at least
one (1) such Collection Agent Site put the business of CBCI at risk, CBCI shall have
the right to suspend operations of the COLLECTING AGENTs subject Collection
Agent Site, as well as the operations of the COLLECTING AGENTS other Collection
Agent Site/s, and/or terminate the Agreement for the Collection Agent Site involved
and the other agreements covering the other the Collection Agent Site/s to protect
its interests. Resumption of operations of a suspended the Collection Agent Site will
depend on the COLLECTING AGENTs compliance with CBCIs requirements and
conditions, which compliance shall be determined solely by CBCI.
9. TERMINATION
9.1 This Agreement may be terminated on any of the following grounds and subject
to the following conditions:
9.1.1 At the will of either party, provided that a written notice is sent to the other
party at least thirty (30) days prior to the intended date of termination;
9.1.2 Upon breach of the COLLECTING AGENT of any of the terms and conditions
hereof, provided that a written notice is sent to CBCI at least thirty (30) days prior to
the intended date of termination. Provided, that the thirty (30)- day prior notice
shall not apply if the termination is due to the breach which, pursuant to the
provisions of Annex B hereof, necessarily results to termination, and in which case
the termination shall be effective immediately without need of notice;
9.1.3 If either Party is insolvent or bankrupt or otherwise enters into liquidation or
rehabilitation, whether compulsory or voluntary; or if a winding-up, rehabilitation,
insolvency, suspension of payment or similar proceeding is filed by or against either
party; or if either party assigns its assets for the benefit of a creditor or creditors,
provided that a notice in writing is served by the party desiring to terminate this
Agreement to the other party;
9.1.4 The COLLECTING AGENT is convicted of a crime involving moral turpitude or
any crime that may damage CBCIs reputation, in which case the termination is
effective immediately without need of notice;
9.1.5 There occurs any circumstance which, in the opinion of CBCI, gives reasonable
ground for the belief that the COLLECTING AGENT may not be able to perform its
obligations herein or any related instruments, in which case the termination is
effective immediately without need of notice;
9.1.6 It becomes unlawful or violative for the COLLECTING AGENT to perform any of
its obligations under this Agreement;
9.1.7 Upon death of the COLLECTING AGENT; or
9.1.8 If there occurs a pattern of repetitive, frequent, multiple or successive
violations, whether similar or different, of any provisions of this Agreement, within a
six (6)-month period, CBCI, at its sole discretion and depending on the gravity of the
violations and the risks that CBCIs business was exposed or likely to be exposed to,
may suspend the COLLECTING AGENTs operations or terminate this Agreement.
9.2 Pre-Termination Fee
In addition to the payment of costs and damages that may be incurred, if any, by
CBCI due to pre- termination pursuant to Section 7 hereof, a pre-termination fee of
ten thousand pesos (Php 10,000.00) shall be paid by the COLLECTING AGENT to
CBCI should this Agreement be pre- terminated due to reasons attributable to the
COLLECTING AGENT.
9.3 The COLLECTING AGENT shall, within a period of one (1) month from date of
termination of the Agreement, take appropriate action to remove the BAYAD
CENTER Name and Mark from the premises of the building, including appropriate
alterations of the building exterior and interior and
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the COLLECTING AGENT shall cancel any advertising activity related to the
COLLECTING AGENTs use of the BAYAD CENTER Name and Mark.
9.4 The COLLECTING AGENT shall likewise return, within a period of one (1) month
from date of termination of the Agreement, any and all materials and documents to
CBCI and pull down signage/s for disposition. The COLLECTING AGENT shall destroy
any and all Bayad Center-related data and software stored in its Retail Machine.
9.5 The COLLECTING AGENT, with obligation to pay any monies due to CBCI, shall
immediately pay the money due in full amount pursuant to this Agreement.
9.6 If the COLLECTING AGENT, upon request, fails or omits to make such changes or
cause them to be made, CBCI shall have the right to enter the Collecting Agent Site
without being deemed guilty of trespass or any other unlawful act, and shall have
the right to make such changes or cause them to be made at the expense of the
COLLECTING AGENT and of which expense the COLLECTING AGENT shall pay on
demand.
9.7 Upon termination, the relationship created by this Agreement between CBCI
and the COLLECTING AGENT shall be severed and the COLLECTING AGENT shall
cease conducting or refrain from entering into, directly or indirectly, all business and
transactions related or identified with CBCIs business. Neither shall the
COLLECTING AGENT continue to make any representation which creates or tends to
create a relationship with CBCI. The COLLECTING AGENT shall further stop using the
concepts or records similar to, or identified with, the Trade Name, Mark or systems
of CBCI. 10. GENERAL TERMS AND CONDITIONS
10.1 Entire Agreement
This Agreement, together with all its Annexes and such other documents as may be
executed by the Parties contemporaneously herewith or subsequently pursuant
hereto, constitutes the entire, full, and complete agreement and understanding of
the Parties with respect to the subject matter hereof, and supersedes all prior
representations, promises, inducements, or agreements between the Parties which
have not been embodied herein.
10.2 Amendments and Inconsistency
No amendment, modification, change, or variance of this Agreement or any part
thereof shall be binding on any Party except after execution of a written agreement
signed by the duly authorized representatives of the Parties.
10.3 Authority
The Parties warrant that the persons signing in behalf of each Party have full power
and authority to bind the Party they represent.
10.4 Severability
Should any part, term, or provision of this Agreement be declared unconstitutional,
illegal, void, or unenforceable by a court or other body of competent jurisdiction, the
parts of this Agreement not affected shall remain in full force and effect.
10.5 Conformity
The Parties acknowledge that prior to having executed this Agreement, each has
carefully read the provisions of this Agreement and has understood them, and each
has not relied upon any statement, representation, or warranty made by the other
Party or its agents other than as set out herein.
10.6 Indemnification
The COLLECTING AGENT shall indemnify and hold CBCI, its directors, officers,
employees, agents, and/or representatives free from and against any and all
liabilities, claims, damages, and expenses (including fees and expenses of counsel)
resulting from or arising out of the performance or execution of this Agreement.
10.7 Assignment
The provisions of this Agreement shall be binding upon and shall accrue to the
benefit of the Parties hereto and their respective successors-in-interest and
permitted assignees. Neither Party,
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however, may assign or delegate any of its undertakings/obligations under this
Agreement without the prior written consent of the other Party.
10.8 Notices
All notices and communications to be given under this Agreement shall, unless
otherwise stated herein, be in writing (including telecopy or other tele transmission
communication) and shall be mailed, telefaxed, or otherwise tele transmitted or
delivered to:
If to CBCI: Attention : BOB CONRAD B. AQUINO Reference : Head, Retail Platform
Management Address : Business Solutions Center, Meralco Complex, Ortigas Ave.
Pasig City Tel. No. : (02) 672-5700 loc. 5714 E-mail address :
bbaquino@bayadcenter.com
If to COLLECTION AGENT:
Attention : Reference : Address : Tel. No. : E-mail address :
All notices and communications shall, when mailed, telefaxed, or otherwise tele
transmitted, be effective when addressed as aforesaid and when deposited in the
mails, telefaxed, or otherwise tele transmitted, respectively, with corresponding
proof of receipt.
10.9 Acknowledgment
The COLLECTING AGENT acknowledges that before signing the Agreement, he
conducted an independent investigation of CBCIs business.
The COLLECTING AGENT likewise acknowledges that the success of the Collecting
Agent depends on his/her/its hands-on management. The COLLECTING AGENT
acknowledges that CBCI has not made any representations or guarantees regarding
future profitability of the collection agent.
11. DISPUTE RESOLUTION
The Parties agree that, in the event that there is any dispute or difference between
or among them arising out of this Agreement (the Dispute), or in the
interpretation of any of the provisions hereof, the Dispute shall be referred to the
chief executive officer (or a person of equivalent seniority) of each Party for
amicable settlement. The chief executive officer (or a person of equivalent seniority)
of each Party, after consultation with each other and making their joint
determination on the matter, shall accordingly cause the appropriate resolution
reflecting their joint determination to be adopted by each Party. The chief executive
officers (or a person of equivalent seniority) have thirty (30) days to resolve the
Dispute (the Resolution Period).
In the event that a Dispute cannot be amicably resolved between the Parties within
the Resolution Period, such Dispute shall be subject to arbitration, which shall be
the mandatory and exclusive venue for formal dispute resolution.
Any Dispute shall be referred to a panel of three (3) arbitrators. Each Party shall
appoint one (1) arbitrator, while the third member of the panel of arbitrators shall
be jointly appointed by the arbitrators previously appointed by each Party. The
decision of a majority of the members of the panel of arbitrators shall be final and
binding on the Parties and the Parties agree to be bound thereby and to act
accordingly.
Any arbitration relating to this Agreement shall be held in Pasig City, Philippines.
Unless otherwise provided herein, arbitration proceedings referred to above shall be
governed by and shall be conducted in accordance with Republic Act No. 876 or the
Philippine Arbitration Law and/or Republic Act No. 9285 or the Alternative Dispute
Resolution Act of 2004.
The costs of arbitration (including the fees of the arbitrators) shall be borne by the
losing Party. In case a Party advanced any amount for any expenses relating to the
arbitration proceedings, the losing Party shall reimburse such Party accordingly.
9
IN WITNESS THEREOF, the Parties have hereunto affixed their signatures on the date
and at the place first above-written.
CIS BAYAD CENTER, INC. STORE / COMPANY NAME
__________________________________ ___________________________________
FRANCISPITO P. QUEVEDO NAME Senior Vice
President & COO Position
CBCI COLLECTING AGENT
SIGNED IN THE PRESENCE OF:
___________________________________
___________________________________
10
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES ) PASIG CITY, METRO MANILA ) S.S.
BEFORE ME, a Notary Public for and in the City of _________________, Philippines, on
this day of 2016, personally appeared the following person:
Affiant, who has been identified by me through the foregoing competent evidence of
identity, personally appeared before me and attested to me that the signature
appearing on the foregoing instrument was voluntarily affixed by him and that the
instrument is his free and voluntary act and deed, as well as of the corporation he
represents.
This instrument refers to an Agreement which consists of ____________ (___) pages,
including the page whereon this acknowledgment is written, and which is signed by
the Parties and their instrumental witnesses on each and every page hereof.
Doc. No. ; Page No. ; Book No. ; Series of 2016.
NAME GOVERNMENT ID
DATE/PLACE OF ISSUE
FRANCISPITO S. QUEVEDO (in his capacity as Senior Vice President & COO of CIS
Bayad Center, Inc.)
SSS No. 03-7828707-6 _Quezon City

11
ANNEX A LIST OF SERVICES AND SERVICE FEES
I. BILLS PAYMENT SERVICE FEE. CBCI shall pay the COLLECTION AGENT a Service
Fee (SF), Vat-Included, for payment services, the amounts equivalent to the
following:
NAME OF BILLER SF RATE NAME OF BILLER SF RATE
1
ABS-CBN Mobile (ABS-CBN Convergence, Inc.)
4.20 66 Laguna Water 4.20 2 Ace Insurance 5.04 67 Leyte Electric II 2.52 3
ADAMSON 4.20 68 Liberty Telecoms - Wi-Tribe (Liberty Broadcasting Network, Inc.)
5.04 4 Ads Libre, Inc. & Affiliates 5.04 69 Loyola Plans Consolidated, Inc. 4.20 5
AEON 5.04 70 Mactan Enerzone 3.08 6 AirAsia Zest 4.20 71 Magnificat Ventures,
Inc. 5.04
7
Albay Electric Cooperative (Aleco)/Albay Power & Energy Corp. (APEC)
3.64 72 Manila Memorial Park 5.04
8 APEC Schools 4.20 73 Manila Water 4.20 9 ASIA PAY 5.04 74 Manulife 5.04 10
Asia United Bank (Loans) 3.08 75 Manulife Chinabank Life Assurance Corp 5.04 11
Asialink Finance Corporation 5.04 76 Manuplans 5.04 12 Asian College 4.20 77
Marilao Water District 5.04 13 Asian Vision & Affiliates 4.20 78 Maxicare Healthcare
Corporation 5.04 14 Asianlife & General Assurance Corp. 5.04 79 Maynilad 4.20 15
Balamban Enerzone 3.08 80 MedAsia 4.20 16 Bankard, Inc. 4.20 81 MEGALINK
3.08
17
Batangas II Electric Cooperative (Batelec II)
5.04 82 Meralco (regular) 4.20
18
Bayan Wireless (ABS-CBN Convergence)
4.20 83 Meralco Prepaid 2.52 19 Bayantel 4.20 84 Metro Cebu Water District 2.24
20
Benguet Electric Cooperative (Beneco)
5.04 85 Meycauayan Water District 5.04 21 Boardwalk Business Ventures, Inc. 5.04
86 National Bureau of Investigation (NBI) 4.20 22 BP Waterworks, Inc. 5.04 87
NHMFC 4.20 23 Cablelink 5.04 88 Norzagaray Water District 5.04 24 Caelum 5.04
89 One Meralco Foundation 3.64 25 Caritas Financial 5.04 90 PAG-IBIG FUND 3.64
26 Caritas Health Shield, Inc. (CHSI) 5.04 91 PAG-IBIG FUND OFW (HDMF 3) 3.92 27
Cebu Air, Inc. 4.20 92 Pampanga II Electric Cooperative, Inc. (PELCO II) 2.52 28
Chinatrust Commercial Banking Corp. 4.48 93 Panelco I 5.04 29 Cignal Mediascape
3.64 94 Panelco III 5.04 30 Cocolife 3.08 95 Paramount Insurance (Sony Life
Philippines) 5.04 31 Compulsory Third-Party Liability 4.20 96 Phil Life (formerly
Asianlife Financial) 5.04 32 Cotabato Light 3.08 97 PHIL PRUDENTIAL 6.16 33 Davao
Light 3.08 98 Phil. Health Insurance Corp. 3.64 34 Destiny Cable, Inc. 4.20 99
Philamlife 4.20 35 Digitel 4.20 100 Philippine Airlines 4.20 36 Dragonpay 5.04 101
Pilipinas Teleserve (NSO) 4.20 37 Easytrip (Batch) 3.08 102 Pilipino Cable Corp. &
Affiliates (PCC) 3.08 38 Easytrip (On-line) 5.04 103 PLDT 4.20 39 EDC 5.04 104
Professional Regulation Commision (PRC) 5.04
40
E-Prime Business Solutions (Primewater)
5.04 105 Pru life U.K. 5.04 41 Equicom Savings Bank 5.04 106 RACITELCOM INC.
4.20 42 Eternal Gardens Memorial Park 5.04 107 San Jose Water District 5.04 43
Eternal Plans, Inc. 5.04 108 Silang Water District 3.64 44 Finaswide 5.04 109 Sky
Affiliates (Central CATV) 4.20 45 First Advance Dev't Corporation 5.04 110
SKYBUNDLES 4.20 46 FLT Prime - product 2 & 3 5.04 111 Skycable 4.20 47 FLT
Prime - product 1 & 4 5.04 112 Smart 4.20 48 Fortune General Insurance 5.04 113
SSS 3.64 49 Fortune Medicare, Inc. 5.04 114 Sta Lucia Waterworks (Sta. Lucia
Realty & Devt., Inc.) 5.04 50 GETZ BRO 5.04 115 Sta. Maria Water District 5.04
12
51 Global Dominion Financing Inc. 5.04 116 Sterling Bank of Asia 5.04 52 Globe
4.20 117 STI Education Services Group, Inc. 6.16 53 Goodhands Water Specialists,
Inc. 5.04 118 Subic Enerzone 3.08 54 Grepalife 5.04 119 Subic Water & Sewerage
Co. Inc. 3.64
55
Happy Well Management & Collection Services, Inc.
5.04 120 SunCellular 4.20 56 HC Consumer Finanace Philippines 5.04 121 Sunlife
Financial Plans, Inc. 5.04 57 Homemark, Inc. 7.00 122 Sunlife of Canada 5.04 58
Ileco I 5.04 123 Tanay Rural Bank 5.04 59 Ilocos Norte Electric Cooperative, Inc.
5.04 124 TARELCO 1 2.52 60 Iloilo II Electric Cooperative, Inc. 3.64 125 TARELCO 2
2.52 61 Infocom 3.08 126 Unicef 3.08 62 Innove Communications 4.20 127
Visayan Electric Company (Veco) 3.08
63
Innove Communications - One Time Fee
4.20 128 Wimax 3.08 64 Kaiser International Health Group 5.04 129 World Vision
Dev't Foundation, Inc. 3.08 65 Kaiser Realty Development Corp. 5.04 CBCI has
the existing authority and permission from the following billers to further authorize
the COLLECTION AGENT to collect and receive monthly bill payments due them
using the BC APP:
II. MONEY REMITTANCE SERVICE FEES. For money remittance CBCI shall pay the
COLLECTION AGENT a service fee, the amounts equivalent to the following:
1. International Remittance Payout
Remittance Companies
Collecting Agent Share
Remittance Companies
Collecting Agent Share IRemit 28.00 Filremit 28.00 TransFast 25.00 AUB 25.00
MyRemit 25.00 Moneygram 25.00 Ria Financial 25.00 LandBank 25.00 BDO Remit
25.00 BPInoy 25.00

2. Domestic Remittance Payout

SMART MONEY
Amount Collecting Agent SF
Amount Collecting Agent SF Minimum Maximum Minimum Maximum -
1,000.00 9.80 25,001.00 25,500.00 254.80 1,001.00 1,500.00 14.84 25,501.00
26,000.00 259.84 1,501.00 2,000.00 19.60 26,001.00 26,500.00 264.88
2,001.00 2,500.00 24.92 26,501.00 27,000.00 269.92 2,501.00 3,000.00 29.96
27,001.00 27,500.00 274.96 3,001.00 3,500.00 35.00 27,501.00 28,000.00
280.00 3,501.00 4,000.00 39.76 28,001.00 28,500.00 284.76 4,001.00
4,500.00 44.80 28,501.00 29,000.00 289.80 4,501.00 5,000.00 49.84
29,001.00 29,500.00 294.84 5,001.00 5,500.00 54.88 29,501.00 30,000.00
299.88 5,501.00 6,000.00 59.92 30,001.00 30,500.00 304.92 6,001.00 6,500.00
64.96 30,501.00 31,000.00 309.96 6,501.00 7,000.00 70.00 31,001.00
31,500.00 315.00 7,001.00 7,500.00 74.76 31,501.00 32,000.00 319.76
7,501.00 8,000.00 79.80 32,001.00 32,500.00 324.80 8,001.00 8,500.00 84.84
32,501.00 33,000.00 329.84 8,501.00 9,000.00 89.88 33,001.00 33,500.00
334.88 9,001.00 9,500.00 94.92 33,501.00 34,000.00 339.92 9,501.00
10,000.00 99.96 34,001.00 34,500.00 344.96 10,001.00 10,500.00 105.00
34,501.00 35,000.00 350.00
13
10,501.00 11,000.00 109.76 35,001.00 35,500.00 354.76 11,001.00 11,500.00
114.80 35,501.00 36,000.00 359.80 11,501.00 12,000.00 119.84 36,001.00
36,500.00 364.84 12,001.00 12,500.00 124.88 36,501.00 37,000.00 369.88
12,501.00 13,000.00 129.92 37,001.00 37,500.00 374.92 13,001.00 13,500.00
134.96 37,501.00 38,000.00 379.96 13,501.00 14,000.00 140.00 38,001.00
38,500.00 385.00 14,001.00 14,500.00 144.76 38,501.00 39,000.00 389.76
14,501.00 15,000.00 149.80 39,001.00 39,500.00 394.80 15,001.00 15,500.00
154.84 39,501.00 40,000.00 399.84 15,501.00 16,000.00 159.88 40,001.00
40,500.00 404.88 16,001.00 16,500.00 165.00 40,501.00 41,000.00 409.92
16,501.00 17,000.00 169.96 41,001.00 41,500.00 414.96 17,001.00 17,500.00
175.00 41,501.00 42,000.00 420.00 17,501.00 18,000.00 179.76 42,001.00
42,500.00 424.76 18,001.00 18,500.00 184.80 42,501.00 43,000.00 429.80
18,501.00 19,000.00 189.84 43,001.00 43,500.00 434.84 19,001.00 19,500.00
194.88 43,501.00 44,000.00 439.88 19,501.00 20,000.00 199.92 44,001.00
44,500.00 444.92 20,001.00 20,500.00 204.96 44,501.00 45,000.00 449.96
20,501.00 21,000.00 210.00 45,001.00 45,500.00 455.00 21,001.00 21,500.00
214.76 45,501.00 46,000.00 459.76 21,501.00 22,000.00 219.80 46,001.00
46,500.00 464.80 22,001.00 22,500.00 224.84 46,501.00 47,000.00 469.84
22,501.00 23,000.00 229.88 47,001.00 47,500.00 474.88 23,001.00 23,500.00
234.92 47,501.00 48,000.00 479.92 23,501.00 24,000.00 239.96 48,001.00
48,500.00 484.96 24,001.00 24,500.00 245.00 48,501.00 49,000.00 490.00
24,501.00 25,000.00 249.76 49,001.00 50,000.00 499.80
G-CASH
Cash-In (Self Cash In) Cash-In Amount Collecting Agent Cash-In Amount
Collecting Agent 1.00 1,000.00 4.76 20,001.00 21,000.00
210.00 1,001.00 2,000.00 9.52 21,001.00 22,000.00 219.80
2,001.00 3,000.00 14.84 22,001.00 23,000.00 229.88 3,001.00
4,000.00 19.60 23,001.00 24,000.00 239.96 4,001.00 5,000.00
24.92 24,001.00 25,000.00 249.76 5,001.00 6,000.00 29.96
25,001.00 26,000.00 259.84 6,001.00 7,000.00 35.00 26,001.00
27,000.00 269.92 7,001.00 8,000.00 39.76 27,001.00 28,000.00
280.00 8,001.00 9,000.00 44.80 28,001.00 29,000.00 289.80
9,001.00 10,000.00 49.84 29,001.00 30,000.00 299.88 10,001.00
11,000.00 54.88 30,001.00 31,000.00 309.96 11,001.00 12,000.00
59.92 31,001.00 32,000.00 319.76 12,001.00 13,000.00 64.96
32,001.00 33,000.00 329.84 13,001.00 14,000.00 70.00 33,001.00
34,000.00 339.92 14,001.00 15,000.00 74.76 34,001.00 35,000.00
350.00 15,001.00 16,000.00 79.80 35,001.00 36,000.00 359.80
16,001.00 17,000.00 84.84 36,001.00 37,000.00 369.88 17,001.00
18,000.00 89.88 37,001.00 38,000.00 379.96 18,001.00 19,000.00
94.92 38,001.00 39,000.00 389.76 19,001.00 20,000.00 99.96
39,001.00 40,000.00 399.84 210.00 Cash-In to others CI/CO Amount
Collecting Agent CI/CO Amount Collecting Agent 1.00 1,000.00
9.52 20,001.00 21,000.00 239.96
14
1,001.00 2,000.00 19.60 21,001.00 22,000.00 249.76
2,001.00 3,000.00 29.96 22,001.00 23,000.00 259.84 3,001.00
4,000.00 39.76 23,001.00 24,000.00 269.92 4,001.00 5,000.00
49.84 24,001.00 25,000.00 280.00 5,001.00 6,000.00 59.92
25,001.00 26,000.00 289.80 6,001.00 7,000.00 70.00 26,001.00
27,000.00 299.88 7,001.00 8,000.00 79.80 27,001.00 28,000.00
309.96 8,001.00 9,000.00 89.88 28,001.00 29,000.00 319.76
9,001.00 10,000.00 99.96 29,001.00 30,000.00 329.84 10,001.00
11,000.00 109.76 30,001.00 31,000.00 339.92 11,001.00 12,000.00
119.84 31,001.00 32,000.00 350.00 12,001.00 13,000.00 129.92
32,001.00 33,000.00 359.80 13,001.00 14,000.00 140.00 33,001.00
34,000.00 369.88 14,001.00 15,000.00 149.80 34,001.00 35,000.00
379.96 15,001.00 16,000.00 159.88 35,001.00 36,000.00 389.76
16,001.00 17,000.00 169.96 36,001.00 37,000.00 399.84 17,001.00
18,000.00 179.76 37,001.00 38,000.00 210.00 18,001.00 19,000.00
189.84 38,001.00 39,000.00 219.80 19,001.00 20,000.00 199.92
39,001.00 40,000.00 229.88
Should there be additional partner companies in money pay-out for activation or for
cancellation in the future, the same shall be covered by an Advisory or
Memorandum.
3. LOADING SERVICES
Globe, Smart and Sun 4% (Discount is embedded on the system depending on the
loaded amount.)
CBCI may also engage the services of the COLLECTION AGENT, upon due notice, as
a loading center through its partners Smart, Sun and Globe
15
ANNEX B PENALTIES FOR BREACH
Violations 1ST offense 2nd offense 3rd or more offense
1. Erroneous transactions (i.e., wrong system date, erroneous entry of data into the
BC APP, double/multiple posting or double uploads
P20.00 x number of transactions
P20.00 x number of transactions
P20.00 x number of transactions for the 3rd to 5th offenses; P50.00 x number of
transactions for the 6th or succeeding offense(s)
2. Tampering of payments through:

a. Splitting of payments
b. Unauthorized changing of customers mode of payment in the system.
a. Termination of this Agreement and/or P10,000.00 per case of splitting of payment
b. Termination of this Agreement
_________________ _________________
3. Un-uploaded and/or unposted transaction resulting to customer or Biller
complaint.
Penalty of P500.00 per transaction
Penalty of P800.00 per transaction
Penalty of P800 per transaction for the 3rd to the 5th offenses; For the 6th or
succeeding offenses, on top of the P800 penalty per transaction, suspension of
operations and deactivation of BC APP terminals for a period of at least 1 day
4.Non-retention of payment stubs within one (1) year from the date of transaction
Penalty of P1,000 per incident of non- retention
Penalty of P2,000 per incident of non-retention
Penalty of P5,000 per incident of non-retention for the 3rd or succeeding offenses
5. Non- performance of the required marketing activities
Notice to Cure within ten (10) days
Penalty of P2,000 for the 2nd offense or for failure to cure infraction within the
number of days given
Penalty of P5,000 for the 3rd or succeeding offenses or for failure to cure the
infraction within the number of days given
6. Non-compliance to customer service standards
Notice to Cure within ten (10) days
Penalty of P2,000 for the 2nd offense or for failure to cure infraction within the
number of days given
Penalty of P5,000 for the 3rd or succeeding offenses or for failure to cure the
infraction within the number of days given
7. The COLLECTION AGENTs failure to seek approval of CBCI as required by this
Agreement.
Depending on the gravity of the violation, a penalty of P10,000 or suspension of
operations and deactivation of BC APP
Suspension of operations and deactivation of BC APP terminals for a period of three
(3) days
Termination of this agreement
16
terminals for a period of one (1) day
8. Lack of proper training of the COLLECTION AGENTs personnel
One (1) day-deactivation of the BC APP terminal which is being manned by a
personnel who lacked the proper training
Three (3) day- deactivation of the BC APP terminal which is being manned by a
personnel who lacked the proper training
Five (5) day-deactivation of the BC APP terminal which is being manned by a
personnel who lacked the proper training for the 3rd or succeeding offenses
9. Failure to comply with the provisions of the RMOM
Suspension of operations and deactivation of BC APP terminals for a period of one
(1) day
Suspension of operations and deactivation of BC APP terminals for a period of three
(3) days
Suspension of operations and deactivation of BC APP terminals for a period of five
(5) days for the 3rd or succeeding offenses
10. Violation of any other advisories, memoranda and agreements with CBCI
Suspension of operations and deactivation of BC APP terminals for a period of one
(1) day
Suspension of operations and deactivation of BC APP terminals for a period of three
(3) days
Suspension of operations and deactivation of BC APP terminals for a period of five
(5) days for the 3rd or succeeding offenses
11.Non-acceptance of payments to billers
Written reprimand Suspension of operations and deactivation of BC APP terminals
for a period of one (1) day
Suspension of operations and deactivation of BC APP terminals for a period of three
(3) days
Termination of the Agreement shall ensue on the 4th offense
12. Unauthorized disclosure of CBCIs trade secrets and other
Confidential Information
________________ ________________ ________________
13. Abandonment of the COLLECTION AGENT site for a period of three (3)
consecutive days or a shorter period with intent to discontinue operation
________________ ________________ ________________
14. Sub-agent, subleasing, transferring, assigning or selling the Agreement without
the approval of the CBCI
Termination of this agreement
________________ ________________
15. Use of the Bayad Center Retail Machine in a non- approved site
Termination of this agreement
________________ ________________
16. Acceptance of bills payments in non-approved /
Termination of this agreement
________________ ________________
17
unauthorized / deactivated / suspended sites
17.Unauthorized or fraudulent acceptance /processing of bill payments
Termination of this agreement
________________ ________________
18. Transfer of Collecting Agent site without approval of the CBCI
Termination of this agreement
________________ ________________
19. Imposition of additional fees or pass-on charges to customers without the
approval of CBCI
Suspension of operations and deactivation of BC APP terminals for a period of five
(5) days
Termination of this agreement
________________
20. Offering other services at the COLLECTION AGENT site not authorized by CBCI
Suspension of operations and deactivation of BC APP terminals for a period of five
(5) days
Termination of this agreement
________________
21. Refusal or failure to offer any of CBCIs services.
Suspension of operations and deactivation of BC APP terminals for a period of five
(5) days
Termination of this agreement
________________
22. Failure to replenish on 3 occasions within a period of (1) month
1st Offense : Reprimand 2nd Offense: Suspension for 3 days
3rd Offense: Suspension for 5 days;
4th Offense -Termination
18
Without prejudice to the aforementioned imposition of sanctions/actions by CBCI,
the COLLECTION AGENT shall be meted penalties by CBCI for the following lapses in
performance:
MERALCO Penalties
Penalty Rate
Unit of Measure Remarks
Late Upload

Late Upload - Regular Bills Php50.00 per transaction NOT uploaded to Meralco
within the same day as the collection date. Late Upload - Expired Bills
Php50.00 per transaction NOT uploaded to Meralco within the same day as the
collection date. Php500.00 per transaction NOT uploaded to Meralco within the
same day as the collection date. (with valid customer complaint) Wrong
System Date Php300.00 per transaction NOT yet applied or posted to customer's
succeeding bill/s
Php500.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Erroneous Transactions Wrong Amount Php300.00 per transaction NOT yet
applied or posted to customer's succeeding bill/s
Php800.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Wrong Account Php300.00 per transaction NOT yet applied or posted to customer's
succeeding bill/s
Php800.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Wrong Biller Php300.00 per transaction NOT yet applied or posted to customer's
succeeding bill/s
Php800.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Cancellation of Payment Php300.00 per transaction NOT yet applied or posted to
customer's succeeding bill/s
Php800.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Late Posting Php500.00 per transaction re-processed beyond 1 day from the
collection date Double/Multiple Posting or Double Upload Php300.00 per
transaction NOT yet applied or posted to customer's succeeding bill/s
Php800.00 per transaction APPLIED or POSTED to customer's succeeding bill/s
Acceptance of payments of disconnected accounts
Php500.00 per incident n/a
NOTE: The COLLECTION AGENT agrees that settlement of penalties shall be through
Service Fee deduction(s).
19
ANNEX C REPAIR AND RETAIL MACHINE WARRANTIES
I. Retail Machine Warranty
All repairs covered by this warranty must be performed by CBCI.
II. Defects Detected on the Retail Machine
Any defect notified in writing to CBCI from the COLLECTION AGENT within thirty (30)
days from the date of delivery and found to be within the scope of this warranty will
be repaired by CBCI, free of charge. CBCI may, at its sole discretion, replace the
defective Bayad Center Retail Machine within the thirty (30)-day warranty period.
III. Disclaimer of Warranties on the Technical Platform and Services
The Technical Platform, Services, and all information, content, materials, products
and any other offerings included or made available to the COLLECTION AGENT are
provided by CBCI on an as is and as available basis, unless otherwise specified
in writing. Parties other than CBCI provide the Services, products or promotions
available through the Retail Machine. CBCI does not permit the products, services,
promotions or offerings of any of these businesses or individuals. CBCI does not
assume any responsibility or liability for the actions, product and content of all of
these businesses, individuals or any other third parties and any transactions made
through the Retail Machine.
CBCI shall not be liable for any loss or damage suffered by the COLLECTION AGENT
for any interruption, suspension or loss of any of the Services or Technical Platform,
except for gross negligence or fraud directly attributable to CBCI. IV. Limitation of
Liability
In the event that the defect is not covered by Section I or the warranty is rendered
void under Section IV, CBCI agrees to pay all charges associated with each such
repair. A. The provisions of this Annex C constitute the sole warranty made by
CBCI, either expressed or implied, as to the operation of the Bayad Center Retail
Machine or Technical Platform, or the Information, content, materials, Services,
products (including software) or other services or promotions included on or
otherwise made available to the COLLECTION AGENT through the Retail Machine.
CBCI expressly agrees that the use of the Retail Machine, Technical Platform and
availment of Services thereon is at its sole risk. There are no other warranties
expressed or implied which extend beyond the face hereof, herein, including the
implied warranties of merchantability and fitness for a particular purpose. In no
event shall CBCI be liable for loss of profit or revenues, any incidental, indirect,
special or consequential damages and CBCI remedies shall be limited to repair or
replacement of nonconforming units or parts. B. Misuse of Bayad Center Retail
Machine
The following acts or circumstances shall render the warranty void: C. Use of the
Bayad Center Retail Machine and Technical Platform for purposes other than that
specified in this Agreement; D. Installation of any application not approved in
writing by CBCI; E. Defects or damage resulting from excessive force or use of an
object (not approved in writing by CBCI) when pressing on the touch screen,
accident, exposure to liquid, moisture, dampness, sand or dirt; F. Defects or
damages resulting from improper testing, operation, maintenance, installation not
approved in writing by CBCI; G. If, at any time the COLLECTION AGENT attempts to
make any internal changes to any of the components of the Bayad Center Retail
Machine; H. If the Bayad Center Retail Machine is tampered with or the sim card is
removed;
20

I. If, at any time, the power supplied to any part of the Bayad Center Retail Machine
exceeds the rated tolerance specified on the supplied power adapter;
J. Use of any other adapter not expressly provided for use;
K. Use of the supplied power adapter in a manner not in accordance with the
specifications and tolerances indicated on such adapter; L. If any external device
attached by the COLLECTION AGENT creates conditions exceeding the tolerance of
the Bayad Center Retail Machine; M. If, at any time, the serial number plate is
removed or defaced; or N. Any other form of tampering, misuse or negligence in
the handling or use of the Bayad Center Retail Machine.
O. Operation of the Bayad Center Retail Machine that renders this warranty void will
be defined to include all acts committed the COLLECTION AGENT, of the possibilities
described in this paragraph, together with any practice which results in conditions
exceeding the design tolerance of the Retail Machine and Technical Platform.