TERMS AND CONDITIONS

ACCOUNT CLASSIFICATION, USER DEFINITIONS, AND QR / TRANSFER USE

1. DEFINITION OF TERMS

REPAY – refers to RePay Digital Banking Solutions, Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at CTP Alpha Tower, Investment Drive, Madrigal Business Park, Barangay Ayala Alabang, Muntinlupa City, Philippines.

USER – refers to any individual, business, organization, institution, or other entity that accesses, registers for, or uses any RePay account, platform, service, facility, website, mobile application, API, QR facility, InstaPay, PESONet, wallet, or related product.

STANDARD ACCOUNT (INDIVIDUAL USER) – refers to a natural person maintaining a personal RePay account intended solely for personal, household, family, and non-commercial use.

MERCHANT ACCOUNT – refers to a duly registered business, professional, sole proprietorship, corporation, partnership, organization, institution, charitable entity, or other approved entity authorized by RePay to accept payments, collections, donations, or business-related transactions through the RePay platform.

QR CODE / REPAY QR – refers to any QR Ph, QR code, dynamic QR code, static QR code, merchant QR, personal QR, or other machine-readable payment instruction generated or issued by RePay.

REPAY QR – refers to a QR code generated through RePay and routed through the QR Ph P2M facility provided by RePay's partner bank or payment provider. RePay QR may only be generated and used through an approved account classification and for a permitted transaction purpose.

MERCHANT QR / P2M QR – refers to a QR code generated for a Merchant Account, biller, Marketplace merchant, or approved institutional account solely for the acceptance of payments, collections, donations, and other legitimate business or institutional transactions.

PLATFORM – refers to the services, facilities, and features provided by RePay through its website, mobile application, API, QR facilities, InstaPay, PESONet, wallet, payment gateway, and all related products and services.

AFASA – refers to Republic Act No. 12010, otherwise known as the Anti-Financial Account Scamming Act, together with its implementing rules, BSP circulars, and related regulations.

PARTY or PARTIES – refers individually to RePay or the User, and collectively to both.

2. ACCOUNT CLASSIFICATION

2.0 Notwithstanding the foregoing, RePay may permit certain Standard Accounts, Merchant Accounts, and approved institutional or biller accounts to utilize additional facilities made available through the Platform, including Bills Payment, Marketplace, collections, merchant settlement, and other approved transaction flows, subject always to the applicable account classification and these Terms and Conditions.

2.1 RePay may classify all accounts as either:

Standard Account / Individual User; or
Merchant Account.

RePay shall have the sole and absolute discretion to determine, assign, interpret, and modify the classification of any account, transaction, or User at any time, with or without notice. The classification assigned by RePay shall be controlling and binding notwithstanding the User's self-designation, stated purpose, or actual use of the account.

RePay may, at any time, require a User to upgrade, downgrade, reclassify, or otherwise modify the account type, submit additional documents, or cease certain transactions or activities. Failure or refusal to comply shall constitute grounds for immediate suspension, restriction, freezing, or termination of the account.

2.2 Standard Accounts are intended exclusively for personal and non-commercial purposes, including:

personal fund transfers;
receipt of salary, allowances, family support, reimbursements, or similar personal funds;
personal cash-in and cash-out activities;
other personal financial transactions approved by RePay.

2.3 Merchant Accounts are intended exclusively for legitimate business, professional, institutional, charitable, or organizational purposes, including:

sale of goods or services;
collection of payments, dues, fees, rentals, tuition, donations, or subscriptions;
receipt of business-related payments;
approved disbursement and settlement activities.

2.4 RePay may require additional documents, information, business registrations, permits, tax identification numbers, source of funds, licenses, and other due diligence requirements before approving, maintaining, or continuing a Merchant Account.

2.5 RePay reserves the right, at any time and without prior notice, to:

reclassify an account;
require an account upgrade from Standard Account to Merchant Account;
downgrade or restrict an account;
suspend, freeze, or terminate an account;
impose transaction limits or enhanced due diligence requirements,

where RePay determines that the account is being used inconsistently with its designated classification or presents legal, regulatory, operational, fraud, or anti-money laundering risk.

3. USE OF QR FACILITIES

3.1 RePay currently utilizes the QR Ph Person-to-Merchant (P2M) facility provided by its partner bank and payment service providers. Any QR code generated through the Platform (a "RePay QR") shall therefore constitute a Merchant QR / P2M QR for purposes of these Terms and Conditions.

3.2 RePay may, in its sole discretion, permit a Standard Account to generate or utilize a RePay QR only in connection with a specific, legitimate, and permitted transaction purpose supported by the Platform, including:

approved account funding or cash-in transactions;
receipt of salary, family support, reimbursement, refund, allowance, or similar personal funds;
payment of accredited billers through RePay's Bills Payment facility;
purchase of goods or services through RePay's Marketplace facility;
such other lawful and expressly approved use as RePay may determine.

3.3 A Standard Account shall not generate, use, display, circulate, upload, or furnish a RePay QR as a standing or recurring payment destination for the primary purpose of:

receiving and subsequently transferring funds to another account, e-wallet, bank, or person;
routing, layering, or funneling funds;
obtaining, aggregating, or receiving proceeds from one or more lending applications for onward transfer;
cash-in, cash-out, wallet-loading, or transit-account activity;
repeated receipt and immediate disbursement of funds inconsistent with personal and non-commercial use.

3.4 Merchant Accounts, accredited billers, Marketplace merchants, institutional accounts, and other approved entities may generate and utilize RePay QR solely in connection with bona fide and documented:

sale of goods or services;
collection of dues, subscriptions, rentals, fees, tuition, donations, contributions, or other legitimate receivables;
Bills Payment transactions;
Marketplace transactions;
approved merchant settlement or disbursement activities; and
such other lawful business or institutional purpose as RePay may expressly approve.

3.5 Merchant QR codes and RePay QR codes shall remain personal to the approved account holder and may not be transferred, assigned, sold, lent, sublicensed, shared, delegated, or otherwise made available to any third party without RePay's prior written consent.

3.6 RePay may, at any time and without prior notice, require the User to provide supporting documentation, including invoices, receipts, contracts, bills, proof of business, source of funds, proof of relationship, proof of purpose, loan documents, or such other information as RePay may reasonably require in order to verify the legitimacy of any transaction or account activity.

3.7 RePay shall have the absolute right, in its sole discretion, to deny, place on administrative hold, hold, delay, reverse, restrict, suspend, freeze, terminate, or reject any QR generation, transaction, transfer, disbursement, settlement, or account activity where RePay determines, suspects, or reasonably believes that:

the activity is inconsistent with the designated account classification;
the activity constitutes or may constitute pass-through, conduit, layering, structuring, or mule-account behavior;
the transaction lacks a legitimate underlying purpose;
the activity may expose RePay, its partner banks, payment service providers, merchants, or other users to legal, regulatory, fraud, anti-money laundering, sanctions, reputational, or operational risk; or
RePay is required or requested to do so by law, regulation, partner bank, payment network, government authority, or competent court.

4. PROHIBITED USE OF QR, CASH-IN, INSTAPAY, AND PESONET

The following activities are strictly prohibited:

4.1 Using RePay as a pass-through, intermediary, conduit, or temporary holding account for the principal purpose of receiving and immediately forwarding funds to another account, e-wallet, bank, or person.

4.2 Using a Merchant QR or Merchant Account primarily for:

personal fund transfers;
cash-in and cash-out routing;
wallet loading;
remittance pass-through;
receipt of lending-app proceeds for onward transfer;
repeated receipt and immediate disbursement of funds without a legitimate underlying business transaction.

For the avoidance of doubt, the foregoing shall not prohibit legitimate use of RePay's Bills Payment, Marketplace, merchant settlement, collection, or approved disbursement facilities where supported by an actual bill, product, service, invoice, collection, payout, or other lawful underlying transaction.

4.3 Using a Standard Account or any RePay QR generated by such account for:

business, merchant, professional, or commercial activity;
accepting payments for goods or services;
collections on behalf of another person or entity;
repeated high-volume or structured transactions inconsistent with personal use.

4.4 Structuring, splitting, routing, layering, disguising, or concealing transactions in a manner that may:

avoid transaction monitoring;
circumvent account limits;
evade due diligence requirements;
conceal the source or destination of funds;
violate anti-money laundering, counter-terrorism financing, sanctions, or other applicable laws.

4.5 Using RePay in connection with:

illegal lending;
unauthorized lending applications;
fraudulent or deceptive activity;
unauthorized remittance or money service business activity;
mule account activity;
unauthorized third-party collections or disbursements.

5. LENDING-APP, PASS-THROUGH, AND IMMEDIATE TRANSFER ACTIVITY

5.1 The User acknowledges that RePay is not intended to function as a conduit, transit account, remittance pass-through, wallet-loading facility, or temporary repository for funds pending onward transfer.

5.2 Without limiting the generality of the foregoing, RePay may deem the following circumstances to constitute unusual, prohibited, or suspicious activity:

repeated receipt of funds through RePay QR followed by the transfer, withdrawal, or disbursement of a substantial portion of such funds within the same day or within a short period thereafter;
repeated receipt of proceeds from one or more lending applications, digital lenders, financing companies, credit providers, or third parties followed by onward transfer through InstaPay, PESONet, e-wallets, banks, or other channels;
repetitive patterns where eighty percent (80%) or more of incoming funds are transferred or withdrawn shortly after receipt;
multiple transactions involving the same originating and beneficiary accounts with little or no legitimate retained balance;
use of a Standard Account in a manner more consistent with a Merchant Account, remittance activity, or money service business.

5.3 The occurrence of any one or more of the circumstances described in Section 5.2 shall create a rebuttable presumption that the User is utilizing the Platform as a pass-through, conduit, transit account, mule account, unauthorized remittance facility, unauthorized money service business, or for other prohibited activity inconsistent with these Terms and Conditions.

In such event, the burden shall rest solely upon the User to establish, to RePay's sole and absolute satisfaction, through such documents, explanations, and evidence as RePay may require, that the relevant activity is legitimate, lawful, supported by a bona fide underlying transaction, and fully consistent with the declared purpose and classification of the account.

Pending such determination, RePay may exercise any and all rights available to it under these Terms and Conditions, including the right to hold, delay, restrict, reverse, reject, suspend, freeze, investigate, report, or terminate the relevant transaction or account.

5.4 In the event of any activity described above, RePay may, without prior notice and in addition to any other rights available under these Terms and Conditions or applicable law:

require the User to explain the transaction and provide supporting documentation;
impose transaction limits, holding periods, or additional due diligence measures;
require the User to upgrade or convert the account classification;
reject, suspend, freeze, reverse, or cancel the relevant transaction or account;
disclose, report, or furnish information to RePay's partner banks, payment service providers, regulators, government authorities, or other competent bodies, where permitted or required by law.

5.5 The User acknowledges and agrees that RePay shall have no liability for any loss, delay, missed opportunity, cost, expense, or damage arising from the exercise by RePay of any of the foregoing rights or remedies.

5.6 The User represents and warrants that all funds received, transferred, loaded, withdrawn, or otherwise processed through the Platform originate from lawful sources and are used solely for lawful purposes consistent with the declared classification of the account.

The User shall remain solely responsible for:

establishing the legitimacy and legality of all source and destination accounts;
ensuring that no funds arise from unauthorized lending applications, illegal activity, fraud, or other prohibited sources;
retaining complete supporting documents for each transaction; and
immediately providing such documents to RePay upon request.

6. RESERVATION OF RIGHTS

RePay reserves the right to interpret, monitor, investigate, restrict, suspend, freeze, terminate, or report any account, transaction, QR code, or activity where RePay reasonably believes that:

these Terms and Conditions have been violated;
the account is being used beyond its intended classification;
the transaction presents anti-money laundering, fraud, sanctions, regulatory, reputational, or operational risk; or
RePay is required to do so by law, regulation, partner bank, payment network, government authority, or court order.

The exercise by RePay of any of the foregoing rights shall not render RePay liable for any delay, loss, damage, cost, expense, missed opportunity, or claim arising from the suspension, restriction, or termination of the affected account or transaction.

6.1 Administrative Hold, Temporary Restriction, Freezing, Blacklisting, and Refusal of Closure

Without limiting any other right or remedy available to RePay under these Terms and Conditions, applicable law, or regulatory requirement, RePay may, at any time and without prior notice, place an administrative hold, freeze, suspend, restrict, delay, reject, reverse, cancel, or otherwise prevent the processing of any account, wallet, QR code, transaction, transfer, withdrawal, disbursement, settlement, or other activity pending review, verification, investigation, or compliance determination.

RePay may refuse to process any request for account closure, withdrawal, transfer, payout, settlement, or release of funds while any internal review, investigation, chargeback, dispute, fraud review, suspicious transaction review, regulatory inquiry, partner-bank request, legal process, or other compliance matter remains pending.

RePay may, in its sole and absolute discretion, temporarily or permanently block, blacklist, disable, restrict, or monitor any mobile number, device, IP address, email address, beneficiary account, originating account, bank account, e-wallet, government identification, tax identification number, QR code, linked account, or other identifier associated with the User where RePay determines, suspects, or reasonably believes that:

(a) such information has been used, or may be used, in violation of these Terms and Conditions;
(b) such information is associated with fraudulent, suspicious, prohibited, illegal, unauthorized, or high-risk activity;
(c) continued access or use may expose RePay, its partner banks, payment service providers, merchants, billers, Marketplace participants, regulators, or other users to legal, regulatory, anti-money laundering, sanctions, reputational, financial, or operational risk; or
(d) RePay is requested or required to do so by law, regulation, government authority, competent court, payment network, partner bank, or payment service provider.

6.2 Right of Set-Off and Recovery

RePay shall have the right, at any time and without prior notice, to set off, debit, withhold, deduct, apply, or recover from any balance, funds, receivable, settlement amount, or other amount held for or payable to the User any amount which RePay determines is owed by the User to RePay, its partner banks, payment service providers, merchants, billers, or other third parties, including amounts arising from:

chargebacks, reversals, refunds, returned transactions, or disputed transactions;
fines, penalties, fees, assessments, or costs imposed by a partner bank, regulator, payment network, or government authority;
losses, damages, claims, liabilities, expenses, or legal costs arising from the User's acts or omissions;
unauthorized, suspicious, prohibited, fraudulent, or unlawful activity; or
any violation of these Terms and Conditions.

The User authorizes RePay to debit any wallet, settlement account, reserve, linked account, or future incoming transaction for such purpose. RePay's failure to exercise such right immediately shall not constitute a waiver.

6.3 Indemnity

The User shall fully defend, indemnify, and hold harmless RePay, its officers, directors, shareholders, employees, affiliates, agents, partner banks, payment service providers, merchants, billers, and Marketplace participants from and against any and all claims, actions, demands, investigations, proceedings, losses, liabilities, damages, fines, penalties, assessments, costs, and expenses, including attorneys' fees and legal costs, arising out of or relating to:

the User's violation of these Terms and Conditions;
any prohibited, suspicious, fraudulent, illegal, unauthorized, or high-risk activity;
any false, misleading, inaccurate, or incomplete information provided by the User;
any claim that RePay should not have suspended, restricted, delayed, reversed, rejected, reported, or terminated a transaction or account;
any use of RePay QR, InstaPay, PESONet, Bills Payment, Marketplace, or other Platform facility inconsistent with the account classification; or
any claim, complaint, investigation, or proceeding involving the User and any third party, including lending applications, e-wallets, banks, merchants, customers, government agencies, or regulators.

This indemnity shall survive the suspension, closure, termination, or cessation of the User's account and use of the Platform.

6.4 No Fiduciary or Custodial Relationship

The User acknowledges and agrees that RePay acts solely as a payment platform, payment facilitator, technology provider, and intermediary for approved transactions and does not act as trustee, fiduciary, escrow agent, custodian, nominee, investment manager, remittance agent, or deposit-taking institution unless expressly agreed by RePay in writing.

Funds received through RePay QR, Bills Payment, Marketplace, InstaPay, PESONet, or other Platform facilities may be subject to verification, settlement timing, partner-bank processing, holds, reversals, and compliance review. No User shall have any right to treat such funds as segregated, trust, custodial, or fiduciary property of RePay.

6.5 No Obligation to Monitor or Detect

RePay may, but shall not be obligated to, monitor, review, detect, investigate, flag, or prevent any fraudulent, suspicious, prohibited, erroneous, or unauthorized activity. The failure of RePay to identify, suspend, reject, report, or prevent any activity shall not constitute a representation, warranty, admission, waiver, or assumption of liability by RePay.

6.6 Anti-Financial Account Scamming Act (AFASA) Compliance and BSP Authority

The User acknowledges and agrees that RePay is subject to Republic Act No. 12010, otherwise known as the 'Anti-Financial Account Scamming Act' ('AFASA'), and all implementing rules, regulations, circulars, orders, directives, and guidelines issued by the Bangko Sentral ng Pilipinas ('BSP'), partner banks, payment networks, and other competent authorities.

Accordingly, RePay may, at any time and without prior notice:

(a) monitor, screen, profile, analyze, investigate, or review any account, device, mobile number, IP address, transaction, QR code, linked account, beneficiary, source of funds, geolocation, behavioral pattern, device fingerprint, or other information associated with the User;
(b) require additional authentication, verification, biometric confirmation, step-up security, or supporting documentation before allowing access to, or processing of, any transaction or account activity;
(c) hold, freeze, delay, reject, reverse, suspend, restrict, or terminate any transaction, account, wallet, QR code, transfer, settlement, withdrawal, or other activity where RePay determines, suspects, or reasonably believes that such activity may involve fraud, scam activity, mule account behavior, unauthorized use, social engineering, account takeover, pass-through activity, suspicious transaction patterns, or any violation of AFASA or applicable law;
(d) disclose, share, submit, or furnish any information, records, transaction history, account details, device information, communications, documents, or other data relating to the User or the User's account to the BSP, partner banks, payment service providers, payment networks, regulators, law enforcement agencies, competent authorities, or other third parties where permitted, requested, or required under AFASA, applicable law, regulation, court order, or partner-bank requirement;
(e) comply with any request, order, directive, inquiry, preservation order, cybercrime warrant, account investigation, temporary hold order, information-sharing request, or similar action issued by the BSP or any competent authority pursuant to AFASA.

The User further acknowledges that, under AFASA and applicable BSP regulations, RePay may be required to preserve records, maintain audit trails, share information, and temporarily hold or restrict funds or accounts pending investigation.

The User waives any claim against RePay arising from any act done in good faith in compliance with AFASA, BSP regulations, partner-bank requirements, or lawful requests from competent authorities, except in cases of RePay's gross negligence or willful misconduct.

7. LIMITATIONS ON OUR LIABILITY

7.1 RePay provides the Platform, including RePay QR, Bills Payment, Marketplace, InstaPay, PESONet, wallet, account, and related services, on an "as is," "as available," and "with all faults" basis, without any representation or warranty of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by law, RePay expressly disclaims all warranties, representations, and conditions, including any implied warranty of merchantability, fitness for a particular purpose, title, accuracy, availability, uninterrupted access, security, compatibility, non-infringement, or that the Platform will be error-free, uninterrupted, timely, complete, or suitable for the User's intended purpose.

7.2 RePay shall not be liable for any delay, interruption, rejection, suspension, reversal, failure, inaccuracy, unavailability, loss, or inability to access or use the Platform arising from:

maintenance, repair, enhancement, downtime, congestion, or system failure;
telecommunications, internet, electricity, hardware, software, mobile device, or network issues;
any virus, malware, hacking, cyberattack, phishing, unauthorized access, data breach, or security incident not caused solely by RePay's gross negligence or willful misconduct;
any act, omission, or failure of the User; or
any force majeure event, including natural disaster, fire, flood, earthquake, war, terrorism, civil disturbance, epidemic, pandemic, labor dispute, government action, or event beyond RePay's reasonable control.

7.3 Third-Party Systems and Partner Dependency

RePay shall not be liable for any delay, rejection, suspension, reversal, interruption, failure, loss, unavailability, incorrect processing, settlement delay, communication failure, system outage, or other issue arising from or attributable to any partner bank, QR Ph participant, InstaPay participant, PESONet participant, biller, merchant, Marketplace participant, payment network, clearing house, telecommunications provider, internet provider, utility provider, regulator, government authority, court, or other third-party service provider, including any act, omission, suspension, request, direction, restriction, downtime, compliance requirement, or system limitation imposed by any such party.

Without limiting the foregoing, RePay shall not be liable for any act, omission, failure, refusal, delay, reversal, rejection, freeze, suspension, chargeback, settlement issue, or transaction restriction implemented by any partner bank, including RePay's QR Ph P2M partner bank, InstaPay or PESONet participant, biller, merchant, or payment network.

7.4 RePay does not guarantee that any account, QR code, transaction, transfer, disbursement, settlement, withdrawal, cash-in, cash-out, Bills Payment, Marketplace transaction, InstaPay transaction, or PESONet transaction will be accepted, processed, completed, settled, or remain available.

RePay may, at any time and without prior notice, delay, reject, hold, suspend, freeze, reverse, restrict, cancel, or terminate any transaction or account for compliance, legal, regulatory, operational, fraud, anti-money laundering, sanctions, reputational, technical, or business reasons.

7.5 RePay acts solely as a technology platform, payment facilitator, and intermediary and is not a party to any underlying transaction between Users, merchants, billers, Marketplace participants, customers, buyers, sellers, lenders, borrowers, service providers, or other third parties.

RePay shall not be liable for:

the quality, quantity, legality, delivery, existence, safety, merchantability, fitness, warranty, or performance of any product or service;
any dispute between Users and merchants, billers, Marketplace participants, customers, buyers, sellers, lenders, borrowers, or other third parties;
any false, misleading, inaccurate, incomplete, or fraudulent statement, advertisement, invoice, listing, bill, representation, or communication made by any third party; or
any refusal, failure, or inability of any merchant, biller, Marketplace participant, bank, e-wallet, or other third party to honor, process, accept, or complete a transaction.

7.6 The User acknowledges that use of RePay QR, InstaPay, PESONet, Bills Payment, Marketplace, and other Platform facilities is entirely at the User's own risk. The User shall be solely responsible for:

verifying the identity, legitimacy, and authority of any person or entity with whom the User transacts;
ensuring that all account numbers, QR codes, beneficiary details, transfer instructions, bills, invoices, products, services, and transaction details are correct;
reviewing all transactions before submission; and
any error, mistake, unauthorized instruction, incorrect transfer, mistaken payment, duplicate transaction, or loss resulting from the User's own acts, omissions, negligence, or reliance on any third party.

7.7 RePay shall not be liable for any loss arising from or relating to:

mistaken transfers or payments;
transfers to the wrong beneficiary, bank, e-wallet, QR code, or account;
duplicate, unauthorized, fraudulent, or disputed transactions;
delayed, rejected, or reversed transactions;
the freezing, blocking, restriction, or closure of an account or transaction;
the exercise by RePay of any right or remedy under these Terms and Conditions; or
any reliance by the User on the continued availability of any particular account, feature, QR code, service, partner bank, or transaction method.

7.8 To the fullest extent permitted by law, RePay's total aggregate liability to the User for any and all claims, causes of action, damages, losses, costs, or liabilities arising out of or relating to the Platform, these Terms and Conditions, or any transaction shall not exceed the lesser of:

(a) the actual amount of the specific transaction directly giving rise to the claim; or

(b) Five Thousand Pesos (PHP 5,000.00).

7.9 In no event shall RePay be liable for any indirect, incidental, consequential, exemplary, punitive, special, or speculative damages, including loss of profit, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of anticipated savings, business interruption, or similar damages, even if RePay has been advised of the possibility thereof.

7.10 The User expressly waives, releases, and forever discharges RePay, its officers, directors, employees, affiliates, agents, partner banks, payment service providers, merchants, billers, Marketplace participants, and service providers from any and all claims, demands, causes of action, liabilities, or damages arising out of or relating to any matter covered by this Section 7, except to the extent finally determined by a court of competent jurisdiction to have resulted solely from RePay's gross negligence or willful misconduct.

8. AMENDMENTS

RePay reserves the right, at any time and in its sole and absolute discretion, to amend, revise, supplement, delete, replace, or otherwise modify any portion of these Terms and Conditions, the Platform, any account classification, transaction limit, fee, feature, policy, procedure, QR facility, partner-bank arrangement, Marketplace facility, Bills Payment facility, InstaPay or PESONet functionality, or any other service made available through the Platform.

Without limiting the foregoing, RePay may amend these Terms and Conditions in order to:

(a) comply with applicable laws, rules, regulations, circulars, orders, directives, or requirements issued by the Bangko Sentral ng Pilipinas, Anti-Money Laundering Council, partner banks, payment networks, government agencies, courts, or other competent authorities, including AFASA and related BSP regulations;
(b) reflect changes in RePay's products, services, features, account classifications, risk controls, transaction limits, QR facilities, partner-bank arrangements, fees, charges, settlement procedures, or operational requirements;
(c) address fraud, scam activity, money laundering, sanctions, cybercrime, security, reputational, operational, legal, or regulatory risks; or
(d) clarify, interpret, supplement, or improve these Terms and Conditions.

Any amendment may be communicated by RePay through any one or more of the following means:

posting on RePay's website, mobile application, Platform, dashboard, or official social media page;
electronic mail;
SMS or push notification;
in-app notice;
publication through any other communication channel which RePay may reasonably determine.

Unless otherwise stated by RePay, any amendment shall become effective immediately upon posting or communication.

The User shall be solely responsible for regularly reviewing these Terms and Conditions and any notices or communications issued by RePay. Continued access to, registration for, maintenance of, or use of any account, wallet, QR code, transfer facility, Marketplace, Bills Payment service, InstaPay, PESONet, or other Platform feature after the effective date of any amendment shall constitute the User's full, unconditional, and irrevocable acceptance of such amendment.

If the User does not agree to any amendment, the User's sole and exclusive remedy shall be to immediately discontinue use of the Platform and request closure of the account, subject always to any pending transaction, investigation, hold, reserve, settlement, chargeback, dispute, legal process, compliance review, or other obligation which may prevent or delay such closure.

No employee, representative, merchant, agent, referral partner, customer service representative, or third party shall have authority to amend, waive, vary, or make any representation inconsistent with these Terms and Conditions unless such amendment is expressly made in writing and approved by RePay.

For the avoidance of doubt, RePay's continued provision of any service, failure to immediately enforce any provision, or accommodation of any particular User request shall not be construed as an amendment, waiver, or permanent modification of these Terms and Conditions.

9. NO WAIVER

No failure, delay, omission, partial exercise, or single exercise by RePay of any right, power, privilege, authority, remedy, discretion, or provision under these Terms and Conditions, applicable law, regulation, or any related policy shall constitute, operate as, or be construed as a waiver thereof.

Any waiver by RePay of any breach, default, violation, omission, prohibited activity, suspicious activity, account classification issue, transaction irregularity, or other matter shall be effective only if expressly made in writing and signed by an authorized representative of RePay. Any such waiver shall apply solely to the specific instance and purpose for which it was granted and shall not constitute a continuing waiver or a waiver of any prior, concurrent, subsequent, or similar breach, default, violation, or circumstance.

Without limiting the foregoing:

(a) RePay's decision to permit, process, settle, delay, reverse, suspend, restrict, or decline any particular transaction shall not obligate RePay to do the same with respect to any other transaction;
(b) RePay's failure to immediately suspend, restrict, freeze, investigate, report, terminate, reclassify, or otherwise act upon any account, QR code, transaction, or activity shall not prevent RePay from doing so at any later time;
(c) RePay's acceptance of any document, explanation, payment, settlement, supporting evidence, or compliance submission from the User shall not be deemed an admission that the User's conduct was proper, lawful, authorized, or compliant;
(d) any prior tolerance, accommodation, exception, temporary approval, manual override, or special arrangement granted by RePay shall not create any right, expectation, course of dealing, estoppel, custom, or obligation on the part of RePay to continue or repeat the same; and
(e) RePay's continued provision of the Platform or maintenance of the User's account despite any known or suspected breach, suspicious activity, prohibited conduct, or account irregularity shall not constitute a waiver of RePay's right to subsequently enforce these Terms and Conditions, impose restrictions, recover amounts, suspend or terminate the account, or pursue any other remedy available under these Terms and Conditions or applicable law.

The rights and remedies of RePay under these Terms and Conditions are cumulative and in addition to any rights or remedies available under law, equity, regulation, partner-bank rules, payment-network rules, or other agreement. The exercise of any one right or remedy shall not preclude the exercise of any other right or remedy.

10. SURVIVAL

These Terms and Conditions shall continue to apply, and any provision which by its nature, purpose, intent, or express language is intended to survive shall remain in full force and effect notwithstanding the suspension, restriction, freezing, closure, termination, deletion, deactivation, or cessation of the User's account or use of the Platform.

Without limiting the foregoing, the following provisions shall expressly survive and continue to bind the User:

(a) all representations, warranties, declarations, acknowledgments, and undertakings made by the User;
(b) all obligations relating to the legality, legitimacy, and source of funds, including the User's obligation to provide supporting documents, explanations, and information regarding any transaction or account activity;
(c) all rights of RePay to investigate, monitor, review, hold, freeze, suspend, restrict, reverse, reject, delay, recover, report, disclose, preserve records, and cooperate with authorities, partner banks, payment service providers, regulators, law enforcement agencies, courts, or other competent authorities;
(d) all rights of RePay to collect, recover, debit, set off, withhold, deduct, or otherwise obtain payment of any amount owed by the User, including amounts arising from chargebacks, reversals, refunds, disputed transactions, penalties, assessments, fines, costs, losses, legal fees, indemnity obligations, or any violation of these Terms and Conditions;
(e) all indemnities, waivers, releases, limitations of liability, disclaimers, exclusions, reservations of rights, and defenses in favor of RePay and its officers, directors, employees, affiliates, agents, partner banks, payment service providers, merchants, billers, Marketplace participants, and other third parties;
(f) all provisions relating to account classification, prohibited activity, suspicious activity, pass-through activity, mule-account behavior, lending-app proceeds, QR use, InstaPay, PESONet, Bills Payment, Marketplace transactions, and transaction monitoring;
(g) all provisions relating to confidentiality, information sharing, disclosure, record retention, audit trails, preservation of evidence, and cooperation with regulators, law enforcement agencies, courts, partner banks, payment networks, and other competent authorities; and
(h) all provisions relating to amendments, no waiver, governing law, venue, and any other provision which is reasonably intended to survive.

The closure, suspension, or termination of any account shall not release the User from any liability, obligation, investigation, proceeding, claim, dispute, inquiry, chargeback, settlement issue, compliance review, or legal process arising from or relating to any act, omission, transaction, account activity, or breach occurring before, during, or after such closure, suspension, or termination.

RePay may retain and preserve account records, transaction records, communications, identification documents, device information, audit logs, and other data for such period as RePay may determine is necessary or appropriate to comply with applicable law, regulation, AFASA, AMLA, BSP regulations, partner-bank requirements, court orders, internal policies, or legitimate business purposes.

11. GOVERNING LAW AND VENUE

These Terms and Conditions, the Platform, all accounts, transactions, QR codes, transfers, Bills Payment transactions, Marketplace transactions, InstaPay transactions, PESONet transactions, and all rights and obligations of the Parties shall be governed by, construed, and enforced in accordance with the laws of the Republic of the Philippines.

Without limiting the foregoing, these Terms and Conditions shall be subject to and interpreted consistently with:

(a) Republic Act No. 8792, or the "Electronic Commerce Act";
(b) Republic Act No. 10173, or the "Data Privacy Act of 2012";
(c) Republic Act No. 9160, as amended, or the "Anti-Money Laundering Act";
(d) Republic Act No. 12010, or the "Anti-Financial Account Scamming Act (AFASA)";
(e) all rules, regulations, circulars, memoranda, directives, orders, and issuances of the Bangko Sentral ng Pilipinas, Anti-Money Laundering Council, National Privacy Commission, payment networks, partner banks, and other competent government authorities; and
(f) all other applicable laws, regulations, and regulatory requirements.

The User acknowledges and agrees that RePay's rights to monitor, investigate, hold, freeze, suspend, restrict, report, disclose, preserve records, reject, reverse, or terminate any transaction or account pursuant to these Terms and Conditions shall be interpreted as broadly as permitted under applicable law.

Any dispute, claim, controversy, action, proceeding, complaint, investigation, or cause of action arising out of or relating to these Terms and Conditions, the Platform, any account, transaction, QR code, transfer, or other use of RePay shall be brought exclusively before the proper courts of Muntinlupa City, to the exclusion of all other venues.

The User irrevocably submits to the exclusive jurisdiction of the courts of Muntinlupa City and waives any objection based on improper venue, forum non conveniens, lack of jurisdiction, inconvenience, or similar ground.

Nothing in these Terms and Conditions shall prevent RePay from seeking temporary restraining orders, preliminary injunctions, preservation orders, writs, attachments, account-freeze orders, or other provisional or protective relief before any court, tribunal, regulator, law enforcement agency, partner bank, payment network, or competent authority having jurisdiction, whenever RePay deems such relief necessary or appropriate to protect its rights, the Platform, other Users, or compliance with applicable law.

12. SEVERABILITY

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by any court, regulator, or competent authority, such provision shall be deemed modified only to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible, such provision shall be deemed severed. The remaining provisions shall remain in full force and effect.