Terms and Conditions

As of February 21, 2025

Starpay Corporation, a corporation organized and existing under the laws of the Republic of the Philippines, shall be known as the First Party in these Terms and Conditions (“ Terms and Conditions“), while You shall be considered as the Second Party. The First Party and Second Party are collectively referred to as the Parties, and individually as a Party. The First Party may amend, modify, and/or supplement these Terms and Conditions at any time without any restriction, and in its sole and absolute discretion by posting a revised version of these Terms and Conditions at
https://www.starpay.com.ph/terms-and-conditions-rcv-and-send/. Upon posting of any amendment, modification, or supplementary terms, the same shall supersede and replace all previous versions of these Terms and Conditions.
The First Party may authorize the Second Party to use QR Codes, through Application Programming Interface (API), for the use of the latter. Provided however that, the ownership of the generated QR Codes shall remain with the First Party.
Should the Second Party is a covered person, as defined under Republic Act No. 9160, otherwise known as the Anti-Money Laundering Act of 2001, as amended, or its nature of business requires the maintenance of a Money Laundering and Terrorist Financing Prevention Program (MTPP), the Second Party shall maintain at all times a MTPP in accordance with laws, rules and regulations, circulars, and memorandums issued by the competent authorities of the Philippines, including, but not limited to, the Bangko Sentral ng Pilipinas (BSP) and Anti Money Laundering Council (AMLC). The Second Party shall submit to the First Party its MTPP, and other manuals, policies, and procedures on customer due diligence (including know-your-customer standards) and know-your-business. Any revisions, amendments, or updates thereto shall also be submitted to the First Party.
The Second Party warrants that, in case it is required by law, statutes, and/or rules and regulations, it has acquired registration from the relevant government and regulatory agencies, including, but not limited to: (1) Securities and Exchange Commission (SEC); (2) BSP; (3) AMLC; and (4) National Privacy Commission (NPC).
In no case shall this Terms and Conditions, and/or the Service Agreement and its annexes be construed as creating a joint venture, or principal and agent relationship, or partnership between and among the Parties as contemplated and governed by the Civil Code of the Philippines, nor shall any party hereto be deemed as a representative of the other/s for any purpose not stated herein. Except as expressly provided herein to the contrary, no term or provision hereof shall be construed in any way to grant, convey, or create any rights or interests to or in any person not a Party to this Terms and Conditions, and/or the Service Agreement and its annex(es). Further, the Parties are independent contracting parties and shall have no power or authority to assume or create any obligation or responsibility on behalf of each other except those as provided for in this Terms and Conditions, and/or the Service Agreement and its annex(es). Any discussion, agreement, and/or contract entered into by the Second Party with any third-party shall not bind the First Party without prior express consent of the First Party.
First Party is authorized to subcontract or outsource all or part of its activities, and obligations under this Terms and Conditions, and/or the Service Agreement and its annex(es) without prior consent from, or notice to, the Second Party.
The First Party may advertise the product or services in connection to this Terms and Conditions, and/or the Service Agreement and its annex(es), including the successful signing of this Terms and Conditions, and/or the Service Agreement and its annex(es), milestones, and the completion of the Service Agreement.
The Parties warrant that their respective signatories are authorized to sign for, and on their behalf, and to enter and execute this Terms and Conditions, and/or the Service Agreement and its annex(es).
Notwithstanding any proposal, agreement, contract, term sheet, letter, or form signed between First Party and Second Party, First Party reserves the right to cancel, delay, defer, or suspend implementation of this Terms and Conditions, and/or the Service Agreement and its annex(es) if the necessary Pre-Onboarding Requirements (as communicated to Second Party) are not submitted on time or as requested. As understood in this Terms and Conditions, and/or the Service Agreement and its annex(es), “Pre-Onboarding Requirements” include basic national and local government registrations, basic corporate or legal documentation, or other relevant documents as may be required by the First Party. First party may terminate this Terms and Conditions, and/or the Service Agreement and its annex(es) for material breach should the Second Party unreasonably refuse relevant documents required by First Party.
The First Party shall remain the exclusive owner of all Starpay Solutions, intellectual property, software systems, and solutions used, relevant, and/or connected to this Terms and Conditions, and/or the Service Agreement and its annex(es), including any Confidential Information or proprietary information that the First Party may have shared to the Second Party during the effectivity of this Terms and Conditions, and/or the Service Agreement and its annex(es). Second Party acknowledges that the copyright, designs, trademarks and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprised or contained in this Terms and Conditions, and/or the Service Agreement and its annex(es), Starpay software, system or solution, and the Starpay Marks (collectively "the Materials") are the sole and exclusive property of the First Party and/or its licensors. Second Party further undertakes not to challenge, dispute or question such sole and exclusive property. “Confidential Information” means information that: (a) is disclosed by one Party (“Disclosing Party”) to the other party (“Receiving Party") whether before or after the date of this Agreement, or which is otherwise acquired directly or indirectly by the Recipient, or Recipient’s employee, agent, legal counsel, or adviser; (b) is related directly or indirectly to the Disclosing Party or its past, existing, or future business, operations, administration, or strategic plans; (c) is in oral, written, visual, electronic, or machine-readable form, or is recorded or stored in a Document, regardless of whether or not such information is marked “confidential” or “proprietary”. Notwithstanding any failure to identify the foregoing, all of the First Party’s documents shall be Confidential Information of the First Party; (d) is in whatever form provided such as, but not limited to, documents, materials, ideas, concepts, business plans, strategies, financial arrangements, applications, operations, processes, developments, marketing data which is proprietary to the Disclosing Party and which the Receiving Party may obtain knowledge through or as a result of the relationship established hereunder; (e) includes, without limitation technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Disclosing Party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract, information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by the Disclosing Party (whether by oral, written, graphic or machine-readable format); and/or (f) is of any kind relating to either Party or their shareholders or their related or associated companies and disclosed, submitted or howsoever made available by or on behalf of one Party to the other or to their employees, officers, advisors, consultants, accountants, attorneys or agents for the purpose set forth above, whether before or after the date of this Agreement. In case of doubt as to whether certain information is confidential, such shall be treated as confidential. Confidential Information shall not apply to information that: (a) is in the public domain other than as a result of a breach of this Agreement; (b) was, at the time of the disclosure, already in the lawful possession of the Receiving Party; (c) is lawfully disclosed to the Receiving Party from a person (other than the Disclosing Party or any employee, officer, agent, legal counsel, adviser, or representative of the Disclosing Party) legally entitled to possess that information and to disclose it to the Receiving Party; (d) was developed by the Receiving Party independently and without reference to or use of any Confidential Information of the Disclosing Party; (e) the Receiving Party or its personnel is required to disclose by any applicable law or legally binding order of any court, administrative or judicial body, or any agency of the government, or a requirement of a stock exchange or a regulator; and/or (f) the Disclosing Party has authorized the communication of, provided that (i) the Disclosing Party’s authorization must be express and in writing; (ii) and the Receiving Party must comply with all the conditions in said authorization.
The Second Party further agrees and undertakes that save as expressly permitted in this Terms and Conditions, and/or the Service Agreement and its annex(es) by First Party, Second Party shall not without First Party’s prior written consent, perform the following: (a) reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, display, broadcast, hyperlink or transmit in any manner or by any means or store in an information retrieval system any part of Starpay Solutions, the First Party’s website, or the Materials; or (b) create or use derivative works from Starpay Solutions, the website, and/or the Materials or create any hyperlink of any sort or manner to or from Starpay Solutions, the First Party’s website from, or to any other website, or use any part of the Materials contained at Starpay Solutions, the First Party’s website, or any other server.
The Second Party must not disparage or cause harm to, impair, prejudice or tarnish the image, reputation or goodwill of the First Party, the Starpay Solutions, the First Party’s products and services, trademarks, trade names, intellectual and other proprietary rights (whether registered or not), or cause either the First Party, its directors, officers or employees to be in breach of relevant rules and regulations. In the event that the First Party is, in its reasonable determination, exposed or is in danger of being exposed to any claim, threat, event, activity, act or conduct by the Second Party that impairs, prejudices and/or tarnishes or may impair, prejudice or tarnish the image, reputation or goodwill, of the First Party or any of its products or services, the First Party's directors, officers or employees, or cause them to violate any law, directive or regulation, the First Party shall have the right to immediately terminate this Terms and Conditions, and/or the Service Agreement and its annex(es) upon notice to the Second Party.
The First Party shall be entitled, as a matter of right, at its election, to enforce Sections 10, 11, 12, 13, and 14 by temporary restraining order, writ of preliminary prohibitive and/or mandatory injunction or other equitable relief to the extent available from a court of competent jurisdiction or arbitral tribunal, as the case may be. The Second Party waives any right or remedy whether in law or in equity to oppose the First Party’s recourse to injunctive relief to protect its Confidential Information, intellectual property and/or trade secrets from any form of unauthorized use, sale, disclosure, publication, reproduction, distribution, and/or exploitation.
Except for those provided in Section 7 of this Terms and Conditions, it is hereby understood that both Parties shall keep the provisions of the Service Agreement and its annex(es) strictly confidential as well as all other Confidential Information that may be disclosed by any of the Parties. Both Parties shall enjoin its officers, employees and/or representatives who have knowledge of the Service Agreement and its annex(es) to observe similar confidentiality.
When personal information is received by any of the Parties, the recipient shall ensure that it fully complies with the provisions of Republic Act No. 10173 or the Data Privacy Act of 2012, and its implementing rules and regulations as well as issuances of the National Privacy Commission. The Parties shall deal with the personal information only for the purpose of use as stipulated in this Terms and Conditions, and/or the Service Agreement and its annex(es).
In case there be a sharing of personal information, the Parties shall execute a separate data sharing agreement.
If one or more of the terms of the Agreement are held to be invalid or considered as such according to a law, regulation, or competent court decision, they shall not affect the validity of the Agreement and the other terms shall remain in force.
First Party shall not be liable for any loss, damage, injury, or claims of whatever nature the Second Party may suffer in connection with the implementation of this Terms and Conditions, and/or the Service Agreement and its annex(es) due to any fortuitous event, force majeure, the proclamation by competent authorities of lockdowns, and/or stoppage of work, typhoons, floods, public disturbances and calamities, or other similar acts or circumstance beyond the control of First Party, or for which First Party is not responsible for or not otherwise attributable to the fault or gross negligence of First Party, such as, but not limited to, (a) prolonged power outages, breakdown in computers and communication facilities, and similar cases; or (b) inaccurate, incomplete or delayed information received by Second Party due to disruption or failure of any communication facilities.
First Party shall not be liable for any loss, damage, injury, or claims of whatever nature the Second Party, or Third Party may suffer in connection with the failure of the Second Party to conduct, or errors of the Second Party in the conduct, of its client’s KYC.
First Party shall not be liable for any indirect, incidental, special, or consequential loss or damage to Second Party, including lost revenue, lost profit, replacement of goods, loss of technology, rights, or services, loss of data, interruption or loss of use or service or system arising out of or in connection with its use, misuse, or failure to use Starpay Solutions, even if advised or informed of the possibility of said damages.
Second Party shall defend, indemnify, and hold First Party free and harmless from any and all costs, damages, or liabilities which First Party or any third party may suffer arising out of or resulting from: (a) Any fraud, bad faith, or negligent act or omission in using Starpay Solutions, such as but not limited to, Second Party’s use or misuse of Starpay Solutions, failure by Second Party or any of its Beneficiaries or Clients to abide by the Terms and Conditions of the use of Starpay Solutions, fraud or misrepresentation on the part of Second Party or any of its officers, employees, and/or representatives, incomplete, inaccurate, or incorrect information provided by Second Party; (b) Fraudulent or fictitious accounts or transactions; (c) Incomplete, inaccurate, or incorrect information; (d) The Second Party’s mistake in the, error in the, and failure to, conduct KYC of the Second Party’s customers or any third person who used the QR Ph Codes and/or the Starpay Solutions; (e) The effect of the provisions of Republic Act No. 1405 as amended; applicable provisions of the General Banking Act and pertinent laws or regulations related thereto or the subject matter herein; and/or (f) Errors, breakdown, or failure of third-party systems which the Parties or one of the Parties is connected to or used by the Party to electronically transfer funds. In such cases, First Party shall comply with Second Party’s fund transfer instruction as soon as the third-party system has been restored.
First Party shall in no case be involved with any claim or dispute between Second Party and its Clients or Beneficiaries, or billers, as the case may be, involving the underlying transaction. Second Party holds First Party free and harmless from any and all liability, cost, or damage, which may arise in connection with any claim or dispute between Second Party and its Clients or Beneficiaries, or Second Party and its billers, in connection with the implementation of First Party’s Terms and Conditions, or use of Starpay Solutions.
The provision of Starpay Solutions, and other products, services, or systems have qualification requirements, and First Party reserves the right to change the qualifications at any time without prior notice.
Should there be an integration of any of the systems of the First Party or the Starpay Solutions, and the Second Party’s system(s), the Parties shall not be liable and shall not be in material breach of this Terms and Conditions, and/or the Service Agreement and its annex(es) when the delay of the implementation of the relevant provisions of this Terms and Conditions, and/or the Service Agreement and its annex(es) or of the product, service, and/or activity is due to delay in the completion of integration or interface of the systems of the First Party or the Starpay Solutions with the Second Party’s system requirements, and/or due to other technical requirements necessary or desirable to the complete implementation of the relevant provision of this Terms and Conditions, and/or the Service Agreement and its annex(es), product, service and/or activity subject of this Terms and Conditions, and/or the Service Agreement and its annex(es). In such case, both Parties shall cooperate with each other for full integration or completion of technical requirements.
The Second Party acknowledges that the First Party is a covered person pursuant to Republic Act No. 9160, , as amended, and regulated by the BSP.
The First Party has the right to refuse processing, acceptance, disbursement, or collection of any transaction, fees, or amounts through Starpay Solutions, and other products, services and systems, if doing so would violate Republic Act No. 9160, as amended, and other relevant laws, rules, and/or regulations.
The First Party may conduct investigation or verification, including, but not limited to, gathering of documents and information from the Second Party and/or its clients, or beneficiaries, as the case may be, if it appears that the transaction may relate or is connected to proceeds of an unlawful activity as defined under Republic Act No. 9160, as amended. In the same manner, the First Party may also investigate or verify transactions that appear to relate to or connected with criminal acts and/or omissions punishable under other criminal laws.
The First Party may submit reports, or provide information, to the government regulatory agencies when circumstances warrant, including, but not limited to, covered transactions, suspicious transactions, and/or unlawful activities.
The Second Party shall provide information or documents, or cooperate with the First Party during special or regular examination, or investigation conducted by the BSP, the AMLC, or other relevant regulatory bodies.
Notwithstanding any provision to the contrary, the First Party shall not be deemed in default nor shall it be considered to have committed material breach when the implementation of this Terms and Conditions, and/or the Service Agreement and its annex(es) is subject or dependent to approval of any concerned governmental or regulatory body in the Philippines, including, but not limited to, the BSP. The Second Party shall cooperate with the First Party to ensure approval of the system, process, product or service, or any other related matter subject of this Terms and Conditions, and/or the Service Agreement and its annex(es).
The First Party may conduct systems or technical checks, which may also form part of the Pre-Onboarding Requirements, as may be necessary or desirable. The First Party reserves the right, as a requirement, to perform scans, checks, or audits of the digital platform of the Second Party or any system or part, including, but not limited to, the IP addresses, or accessory, such as API, to discover any vulnerability or to determine compliance with the applicable security, privacy, or systems standards, protocols, or requirements, or any issuances of the BSP and AMLC. The First Party may also look into the transaction records of the QR Ph Codes to ensure compliance with laws, rules and regulations, circulars, memorandum, and other issuances of competent authorities, including, but not limited to, the BSP and the AMLC. The Second Party through its authorized representative shall coordinate with the First Party, without delay, so that the necessary test, checks, or audits may be performed. Results of such test, checks, or audits may be shared by the First Party with the Second Party, and the latter, in such case, shall be allowed the appropriate period to address or remedy deficiencies or limitations, if any.
First Party and Second Party shall be independently and individually responsible for paying the taxes or charges due, including value added tax (if applicable), on their respective revenues. Provided that, First Party shall withhold from the Second Party's revenues any and all withholding taxes or charges required or may be required under Philippine laws and regulations, and remit the same to the Bureau of Internal Revenue, or other relevant government bodies, authorities, agencies, bureaus or offices.
A Party may terminate the contract immediately, upon written notice to the other Party, in case of any material breach of this Terms and Conditions, and/or the Service Agreement and its annex(es) by the latter. For this purpose, material breach shall mean breach of any of the material or fundamental term or condition of this Terms and Conditions, and/or the Service Agreement and its annex(es), or if the Party fails to perform or observe any material or fundamental undertaking, obligation or agreement expressed or implied in this Terms and Conditions, and/or the Service Agreement and its annex(es). Notwithstanding any provision in this Terms and Conditions, and/or the Service Agreement and its annex(es), the First Party may terminate this Terms and Conditions, and/or the Service Agreement and its annex(es), with or without cause, upon giving written notice to the Second party at least sixty (60) days prior to the effectivity of the termination.
In case of termination of this Terms and Conditions, and/or the Service Agreement and its annex(es), the Second Party shall immediately cease to use the QR Ph Codes of the First Party, and all other Starpay Solutions. The Second Party shall immediately surrender all QR Ph Codes to the First Party upon request of the latter without delay.
If any provision of the Service Agreement shall be prohibited or adjudged by a competent court to be unlawful, void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective in so far as is possible without modifying the remaining provisions of this Agreement and shall in no way affect any other circumstances or the validity or enforceability of this Agreement.
The Service Agreement shall be exclusively governed by and construed in accordance with the laws of the Republic of the Philippines, without giving effect to principles of conflicts of law, and the Parties hereby agree to submit any dispute or controversy to the sole jurisdiction of the proper courts of the Province of Rizal, to the exclusion of all other courts.