Terms and Conditions

1. BINDING AGREEMENT, ELECTRONIC ASSENT & MODIFICATION

By clicking "Accept", "Agree", integrating via API, logging into any merchant dashboard, or utilizing any application, web portal, or software within the Peddlr Ecosystem (collectively, the "Services"), you (the "User", "Merchant", "Agent", or "API Partner") agree to be bound unconditionally by these Master Terms & Conditions ("Master Terms").

Peddlr Philippines Inc. ("Peddlr") reserves the right to modify or update these Master Terms at any time by posting the revised version on this official website. Your continued login, API connection, or use of the Services following any update constitutes your deemed reaffirmation and irrevocable acceptance of the revised Master Terms. The User agrees that electronic logs, API records, device identifiers, timestamps, and system-generated records maintained by Peddlr shall constitute prima facie evidence of acceptance, assent, account activity, and transaction history absent manifest error.

Modification of Services: Peddlr reserves the right, at any time and without liability, to modify, suspend, discontinue, restrict, or deprecate any portion of the Services, features, integrations, APIs, products, pricing structures, transaction limits, or technical protocols.

If the User has executed a separate written commercial agreement with Peddlr, these Master Terms are incorporated therein by reference. In the event of inconsistency, the separately executed commercial agreement shall govern solely with respect to expressly negotiated commercial terms, while these Master Terms shall govern all matters relating to platform operations, technical usage, risk allocation, warranties, limitations of liability, reserves, suspensions, and compliance requirements.

2. ACCOUNT ELIGIBILITY & KYC COMPLIANCE

By registering an account or utilizing any of the Services, the User represents and warrants that they are at least eighteen (18) years of age and possess the absolute legal capacity to enter into binding contracts. The User agrees to provide accurate, current, and complete registration information, and bears sole responsibility for maintaining its accuracy.

To ensure strict adherence to Anti-Money Laundering Council (AMLC) regulations and Philippine law, Peddlr reserves the right to enforce comprehensive "Know Your Customer" (KYC) and Enhanced Due Diligence (EDD) protocols at any time. The User must promptly supply requested government-issued identification, business registration documents, and proof of source of funds. Any failure to provide accurate KYC documentation, or any submission of falsified information, shall constitute a material breach of these Master Terms. Such a breach triggers Peddlr's absolute right to immediately suspend the account, freeze all related balances or inventory, and report the User to appropriate regulatory authorities without prior notice or liability.

3. GENERAL PROVISIONS (APPLICABLE TO ALL USERS)

3.1. Self-Help Enforcement, Compliance & Security Reserves

Strict adherence to these Master Terms and Philippine law is a fundamental condition of your access to the Services. In the event of any User breach, suspected fraud, or system abuse, Peddlr may exercise self-help remedies without judicial intervention, including suspension, termination, reserve creation, settlement withholding, exposure limit reductions, transaction reversals, inventory freezes, API deactivation, credential revocation, and account restrictions whenever Peddlr reasonably determines that a breach, fraud risk, compliance concern, operational risk, or payment default exists.

Peddlr reserves the right to automatically execute offsets, impose rolling reserves, or reduce available capacity against any settlements, reserves, operational bonds, advance payments, credits, or other amounts held within the User's Peddlr ecosystem account(s).

Rolling reserves shall not exceed fifteen percent (15%) of the User's average monthly transaction volume over the preceding three (3) calendar months, unless a specific fraud or compliance investigation is ongoing. Reserves shall be reviewed and released or applied within ninety (90) days of imposition, unless Peddlr has filed a formal legal action or referred the matter to the Anti-Money Laundering Council (AMLC) or other authorities within that period.

The User acknowledges that such reserves, capacity reductions, offsets, and retained limits constitute reasonable pre-estimates of operational exposure, remediation costs, settlement risks, fraud losses, compliance exposure, and administrative damages, which the Parties acknowledge as a reasonable agreed pre-estimate of damages, and shall serve as liquidated damages without prejudice to immediate account suspension.

3.2. Disclaimers & No Warranty

Except as expressly stated in a separately executed written agreement signed by Peddlr, Peddlr disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, data accuracy, or compatibility with third-party systems.

3.3. Layered Limitation of Liability

The Services are provided strictly on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, Peddlr shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising from:

• System downtime, scheduled or unscheduled maintenance, or force majeure events.
• Loss, corruption, or delays in storing inventory, sales, or ledger data due to offline synchronization delays, third-party device failures, telecom interruptions, corrupted uploads, merchant misuse, or accidental deletion.
• API latency, integration failures, or third-party telecommunication drops.

The User expressly waives any claim for consequential, indirect, special, incidental, exemplary, punitive, reliance, expectation, or lost-profit damages against Peddlr. Under no circumstances shall Peddlr’s aggregate financial liability exceed the total direct fees paid by the User to Peddlr in the thirty (30) days preceding the claim. Any limitation of liability contained in these Master Terms applies solely to Peddlr and shall not limit the User's liability arising from fraud, unlawful conduct, indemnification obligations, unpaid fees, chargebacks, misuse of the Services, or breaches of these Master Terms.

3.4. Indemnification

The User shall fully defend, indemnify, and hold Peddlr and its affiliates harmless against all claims, fines, losses, and legal costs (including reasonable attorney's fees) arising from the User's business operations, end-user disputes, tax liabilities, data privacy mishandling, or breach of Philippine law. API Partners shall additionally indemnify Peddlr for all claims brought by the API Partner's customers, resellers, sub-agents, merchants, distributors, or end users.

3.5. No Fiduciary or Custodial Relationship

Nothing in these Master Terms shall be construed to create any fiduciary, trustee, escrow, custodial, or banking relationship between Peddlr and the User. Any operational limits, credits, reserves, or operational bonds maintained within the Services are maintained solely for operational, exposure management, and service-consumption purposes within the platform ecosystem. No User acquires a redemption right against Peddlr for funds utilized for these purposes.

3.6. Independent Contractors

Except where a separately executed commercial agreement expressly designates an agency relationship for a specific product or service line, nothing herein shall be construed to create a partnership, joint venture, employer-employee, or general principal-agent relationship under Philippine law. Users act entirely as independent entities.

3.7. Intellectual Property Rights

All software, APIs, source code, object code, dashboards, systems, documentation, trademarks, trade names, logos, workflows, and platform technology forming part of the Services are and shall remain the exclusive property of Peddlr or its licensors. Except as expressly permitted by Peddlr in writing, the User shall not reverse engineer, decompile, modify, reproduce, sublicense, distribute, create derivative works from, or otherwise exploit any portion of the Services.

3.8. Audit, Cost Shifting, and Verification Rights

Peddlr reserves the right, at any time, with or without prior notice, in Peddlr's sole discretion, to request records, supporting documentation, transaction data, and operational information from the User for verification, reconciliation, compliance, or investigative purposes. Where an audit reveals a discrepancy exceeding three percent (3%) or any fraud, non-compliance, or material breach, the User shall reimburse Peddlr for all reasonable audit, investigation, forensic, accounting, and legal costs incurred.

3.9. Compliance With Third-Party Provider Rules

The User acknowledges that portions of the Services depend on third-party providers, telecommunications companies, payment networks, aggregators, and external infrastructure partners. The User agrees to comply with all applicable third-party operational, technical, pricing, and compliance requirements as may be imposed or updated from time to time. Peddlr does not own, operate, or control telecommunications networks, content providers, payment networks, banks, clearing systems, internet service providers, cloud infrastructure providers, or utility providers. Their acts, omissions, outages, delays, failures, or pricing changes shall not constitute a breach by Peddlr.

3.10. Right to Refuse Transactions

Peddlr reserves the absolute right, without liability, to refuse, delay, reverse, cancel, suspend, or restrict any transaction, settlement, API request, account activity, or platform access where Peddlr reasonably determines that such activity presents operational, legal, regulatory, fraud, credit, reputational, or security risk.

3.11. Immediate Suspension Without Notice

Where reasonably necessary for fraud prevention, AML compliance, operational security, regulatory compliance, system integrity, or risk mitigation, Peddlr may immediately suspend access to any portion of the Services without prior notice.

3.12. Fraud Presumption for Authenticated Actions

Any action, transaction, request, or data modification performed using valid login credentials, API keys, access tokens, passwords, registered devices, authorized sessions, or authenticated user accounts shall be conclusively presumed authorized by the User unless Peddlr determines otherwise in its sole discretion, or unless the User establishes by clear and convincing evidence that the transaction resulted directly and exclusively from: (a) Peddlr's gross negligence; or (b) an unauthorized compromise of Peddlr's core production systems that materially affected transaction authentication and was not caused, contributed to, or facilitated by the User, its personnel, contractors, systems, devices, credentials, integrations, or security controls. The User bears sole and absolute financial responsibility for all authenticated actions not falling within the foregoing exceptions.

3.12.1. System Records, Reconciliation Finality & Fraud Claims

Peddlr's transaction logs, API records, authentication records, request signatures, timestamps, settlement records, ledger entries, reconciliation reports, invoices, statements, and other system-generated records maintained in the ordinary course of business ("System Records") shall be presumed accurate, authentic, complete, and controlling absent manifest error.

Any transaction successfully authenticated, accepted for processing, and recorded in the System Records shall be deemed valid, authorized, and final upon processing.

Commercial Reconciliation and Settlement Review. Any dispute relating to Gross Transaction Volume (GTV), commissions, settlement calculations, withholding taxes, arithmetic errors, reconciliation reports, invoices, billing statements, or other commercial settlement matters shall be governed exclusively by the applicable reconciliation procedures and deadlines set forth in the relevant Commercial Execution Sheet or commercial agreement.

The User's issuance, submission, or request for payment of any invoice, official receipt, billing statement, collection request, or similar settlement document based upon a reconciliation report, settlement statement, or account statement shall constitute the User's absolute acknowledgment, confirmation, and irrevocable acceptance of all amounts reflected therein.

If the User fails to dispute a reconciliation report or settlement statement within the applicable contractual review period, or issues an invoice, official receipt, billing statement, or payment request based thereon, whichever occurs first, the corresponding settlement period shall become final, conclusive, binding, and no longer subject to recalculation, adjustment, offset, or dispute, except in cases of fraud asserted within the period set forth below.

Fraud, Unauthorized Access, and System Record Challenges. Any claim alleging fraud, unauthorized transactions, credential compromise, unauthorized access, forged authentication, or material error affecting the integrity of the System Records must be reported to Peddlr in writing within one (1) year from the date the challenged transaction, record, settlement entry, or account event first appeared in the User's account, dashboard, statement, settlement report, or other platform records.

Upon expiration of such one (1) year period, all affected System Records, transactions, balances, settlements, account events, and related entries shall be deemed conclusively accurate, valid, final, and binding, and the User irrevocably waives any right to challenge, contest, rescind, recover, reverse, or dispute the same under any legal or equitable theory.

For the avoidance of doubt, the one (1) year fraud reporting period is separate from and does not extend any contractual reconciliation, settlement review, invoice verification, or commercial adjustment period contained in any Commercial Execution Sheet, settlement procedure, or other agreement between the Parties.

3.13. Confidentiality & Non-Disparagement

Any non-public business, operational, technical, pricing, integration, security, settlement, or commercial information disclosed by Peddlr shall be treated as confidential information. The User shall not disclose, reproduce, distribute, or use such information except as strictly necessary to utilize the Services and shall implement reasonable safeguards to protect such information from unauthorized access or disclosure. Peddlr shall implement reasonable safeguards to protect confidential information disclosed by the User in connection with these Master Terms. During the term of this agreement and for two (2) years thereafter, neither Party shall knowingly publish false or disparaging statements concerning the other, provided that nothing herein restricts truthful statements required by law.

3.14. Survival

Termination shall not extinguish any accrued obligations, debts, indemnities, offsets, reserves, claims, liabilities, chargebacks, reconciliation obligations, audit rights, or causes of action. Any provisions which by their nature should survive suspension or termination of the Services shall remain in full force and effect.

3.15. User Suggestions & Feedback IP Assignment

Any feedback, suggestions, ideas, feature requests, improvements, or other submissions relating to the Services (excluding the User's pre-existing intellectual property and confidential information) provided by the User to Peddlr shall automatically become the sole and exclusive property of Peddlr upon submission, without any obligation of confidentiality, attribution, or compensation to the User. For purposes of this section, 'pre-existing intellectual property' means intellectual property created entirely independently of and prior to the User's first access to or registration with any Peddlr Services, as evidenced by written records predating the date of first account registration. The burden of establishing pre-existing status rests solely with the User. The User hereby irrevocably assigns all right, title, and interest in such submissions to Peddlr.

3.16. Copyright Infringement Notice

If you believe any content on the Peddlr platform infringes your intellectual property rights, please submit a written notice to Peddlr's designated intellectual property contact as published on its website, including: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the infringing material and its specific location on the platform; (c) your complete contact information including address and telephone number; and (d) a statement of good faith belief that the use of the material is not authorized by the rights owner, its agent, or the law. Peddlr will review and act on valid notices in accordance with applicable Philippine law, including Republic Act No. 8293 (Intellectual Property Code of the Philippines).

4. LEGAL & BOILERPLATE CLAUSES

4.1. Governing Law & Dispute Resolution Framework

These Master Terms shall be governed by the laws of the Republic of the Philippines.

Class Action Waiver: To the fullest extent permitted by law, all disputes, claims, or controversies shall be brought solely in the User's individual capacity and not as a plaintiff, claimant, representative, class member, private attorney general, or participant in any purported class, collective, consolidated, representative, or multi-party proceeding. No arbitrator, court, or tribunal shall have authority to consolidate claims or award relief on a representative basis.

Arbitration (Applicable exclusively to Module B and Module C Users): Any dispute, controversy, or claim arising out of or relating to these Master Terms involving Enterprise or API Partners, including their existence, validity, interpretation, performance, breach, or termination, shall be resolved exclusively through arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in Metro Manila, Philippines, in the English language, by a sole arbitrator. The arbitral award shall be final and binding upon the Parties.

Retail Disputes (Applicable to Module A Users): Any dispute arising from Module A (Peddlr Retail & Agent Terms), or any claim falling within the threshold of small claims, shall be filed exclusively in the proper courts of Catbalogan City, Samar, or Taguig City, Metro Manila. The User unconditionally waives any objection to such venues.

Injunctive Relief: Notwithstanding the foregoing, Peddlr retains the exclusive and absolute right to seek injunctive relief or specific performance directly in the proper courts of Catbalogan City, Samar, or Taguig City, Metro Manila against any User.

4.2. Force Majeure & Severability

Peddlr shall not be liable for performance failures caused by events beyond its reasonable control, including but not limited to Acts of God, government mandates, BSP directives, regulatory actions, economic sanctions, telecommunications or third-party provider outages, banking interruptions, cyber incidents, or cyberattacks. If any provision is deemed unenforceable, the remaining provisions remain in full force.

4.3. Reconciliation Warranty & General Waiver of Claims

The User warrants and agrees that it is their absolute obligation to review all transactions, balances, limits, and system records generated through their use of the Services. Peddlr provides the User with continuous access to transaction dashboards, account histories, and records through the Peddlr platform, through which the User can review, verify, and reconcile all account activity at any time.

Except as strictly governed by the specific commercial reconciliation windows (e.g., Section 2.5 of the Eload API Execution Sheet) and the specific fraud reporting periods detailed in Section 3.12A, the User shall have one (1) year from the date any transaction, balance, account event, or discrepancy first appears in the User's account to report any general claim or dispute to Peddlr. Upon the expiration of this one (1) year period, all such general records, events, and transactions shall be deemed conclusively accurate, valid, and confirmed by the User. To the fullest extent permitted by law, the User unconditionally waives any right to contest, dispute, or file any legal action regarding such events after this confirmation period has lapsed. This waiver shall not apply to claims arising from Peddlr's willful concealment of material facts from the User, provided such willful concealment is established by clear and convincing evidence.

4.4. Data Retention

Upon termination or deactivation of a User account, Peddlr shall retain personal data for a minimum of five (5) years from the date of termination to ensure strict compliance with the Data Privacy Act of 2012, Anti-Money Laundering Council (AMLC) mandates, and applicable tax regulations. After this mandatory period, data shall be disposed of through secure means, unless Peddlr, in its sole discretion, determines that continued retention is reasonably necessary for pending fraud investigations, legal claims, audit requirements, or regulatory compliance.

4.5. Taxes

The User is solely responsible for calculating, filing, and paying all national and local taxes (including VAT, Withholding Taxes, and LBT) related to their transactions.

4.6. Non-Waiver

No failure or delay by Peddlr in exercising any right, power, or remedy under these Master Terms shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Peddlr's rights and remedies are cumulative and not exclusive of any rights or remedies provided by law.

4.7. Entire Agreement / Merger

These Master Terms, together with any separately executed commercial agreements and the Peddlr Ecosystem Unified Privacy Notice, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings, whether oral or written. No prior drafts, term sheets, proposals, or representations made during any sales, onboarding, or negotiation process shall have any legal effect.

4.8. Assignment

Peddlr may assign or transfer its rights and obligations under these Master Terms to an affiliate, successor, acquirer, or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. The User may not assign its rights or obligations under these Master Terms or any commercial execution sheet without Peddlr's prior written consent.

4.9. Electronic Communications

The User consents to receive notices, disclosures, statements, invoices, legal communications, and other communications electronically via email, SMS, or in-app/dashboard notifications. The User agrees that all such electronic communications shall satisfy any legal requirement that such communications be in writing.

MODULE A: PEDDLR RETAIL & AGENT TERMS

(Applicable to Peddlr App and Peddlr Lite Users)

A.1. Software as a Service (SaaS) Data Responsibility The Peddlr App and Peddlr Lite are self-service tools for Point of Sale (POS) and inventory management. Peddlr expressly disclaims any obligation to maintain, preserve, recover, or restore any business data recorded within the Services. No claim for data loss, corruption, or unavailability shall be cognizable against Peddlr under any theory of liability. The User is solely responsible for maintaining secondary backups of their business records.

A.2. Digital Inventory & Nominal Balances (Operational Restrictions) Funds transferred to the User's Peddlr account constitute an immediate, outright purchase of platform-enabled digital products and services (e.g., electronic load, digital pins). The balance displayed in the User's account is solely a nominal digital representation of their purchased inventory. It is usable solely for products and services made available within the Peddlr platform. No User acquires a redemption right against Peddlr. Balances may only be applied toward the consumption of products and services made available through the platform ecosystem, and do not constitute electronically stored monetary value redeemable at par value.

To ensure the strictly non-financial, closed-loop nature of these inventory allocations:

1. Nominal balances cannot be transferred peer-to-peer between Users.
2. Nominal balances cannot be cashed out or withdrawn to external bank accounts.
3. Nominal balances cannot be manually refunded by customer support, except where legally mandated due to platform technical failure.
4. Peddlr reserves the right to automatically expire, zero-out, or reclaim nominal inventory balances that remain completely dormant (no transaction activity) for a continuous period exceeding twelve (12) months, reflecting the perishable nature of digital inventory allocations.

A.3. Eload/Digital Product Transaction Finality All electronic load, digital pin, and bill payment transactions are final, non-reversible, and non-refundable upon Peddlr's receipt of a successful API dispensation confirmation. Peddlr bears no liability for transactions directed to an incorrect recipient number or account. Disputes regarding failed transactions must be submitted with a system-generated failure receipt within forty-eight (48) hours of the transaction timestamp, after which all claims are unconditionally waived.

A.4. Mobile App Compatibility Disclaimer Peddlr makes no representation that the Peddlr App or Peddlr Lite is compatible with the User's mobile device, operating system version, or third-party hardware. Compatibility issues may result in device performance degradation, data loss, or application failure. Peddlr and its affiliates shall not be liable for any losses resulting from incompatibility, device damage, or application malfunction on the User's device.

MODULE B: KANKOLEK SERVICES

(Applicable to Kankolek Web and Enterprise Users)

B.1. B2B Payment Facilitation & AML Monitoring Kankolek Web routes payment data and is not a guarantor of funds. Peddlr employs strict Anti-Money Laundering (AML) monitoring. Peddlr reserves the right to request Enhanced Due Diligence (EDD) documents and proof of source-of-funds at any time. The Merchant warrants that each transaction represents a bona fide underlying sale of goods or services and not cash conversion, money movement, fund cycling, money laundering activity, or simulated/fictitious transactions.

B.2. Chargebacks, Fraud, and Settlement Risk The Enterprise User bears sole and absolute financial responsibility for any fraudulent transactions or chargebacks initiated by their customers. Peddlr may execute transaction reversals, impose rolling reserves, or delay settlements to mitigate risk. Peddlr reserves the right to immediately execute self-executing offsets against the User’s settlements or balances for any disputed amounts and administrative fees without prior demand.

B.3. Suspension Authority Peddlr reserves the right to instantly freeze functionalities, withhold settlements, and report the User to the Anti-Money Laundering Council (AMLC) if transaction patterns indicate money laundering, fraud, or violations of law.

MODULE C: ELOAD API SERVICES

(Applicable to B2B API Integrators)

C.1. API License & No Reliance Disclaimer Peddlr grants a limited, non-exclusive license to connect to the Peddlr Eload API strictly for digital load/pin procurement. No Uptime Guarantees: Peddlr provides no Service Level Agreement (SLA) unless expressly agreed in writing. The API Partner acknowledges there is no guaranteed telco availability or continuous uptime, and Peddlr entirely disclaims liability for any lost projected revenues or business reliance damages.

C.2. Rate Limiting and Operational Risk Reserve The API User must comply with all integration guidelines. Any attempt to bypass rate limits or submit excessive automated requests threatening server stability will result in immediate suspension. In such events, Peddlr may temporarily retain all or part of the API User's Operational Bond and available exposure capacity as a security reserve pending investigation, reconciliation, fraud review, chargeback resolution, or determination of damages. The Operational Bond may be applied against verified obligations, fraud losses, chargebacks, reconciliation adjustments, unpaid fees, taxes, penalties, indemnification claims, or other amounts due from the API User. Any unused portion of the Operational Bond not applied to verified obligations shall be released following completion of the applicable review process.

C.3. Exposure Limit Exhaustion API transactions will automatically hard-fail if the transaction exceeds the Agent's available Operational Bond exposure capacity. Peddlr is not liable for lost sales or third-party claims suffered due to API downtime, telco connectivity drops, or exposure limit stops.

C.4. Commercial Structuring The commercial, accounting, and tax treatment of the API Partner's transactions, including the characterization of funds transferred and revenue recognition triggers, shall be strictly governed by the specific terms and operational model designated in the API Partner's separately executed commercial agreement with Peddlr.

C.5. Commercial Liability for Agents Notwithstanding the general liability limitation in Section 3.3, where the API Partner operates under an explicitly executed Agency Model (as defined in Section C.4), Peddlr's aggregate financial liability arising out of such arrangement shall not exceed the total Net Commission paid or credited to the API Partner during the six (6) calendar months immediately preceding the event giving rise to the claim. This Section C.5 expressly supersedes the general liability limitation in Section 3.3 solely for Agency Model API Partners.

C.6. Pass-Through Rate Adjustments Notwithstanding any mutual agreement clause in a Commercial Execution Sheet, Peddlr reserves the right to unilaterally adjust the API Partner’s commission rates, fees, or transaction limits upon written notice, provided such adjustments are a direct result of pricing, margin, or operational policy changes imposed on Peddlr by the underlying telecommunications networks, content providers, or external aggregators. This Section C.6 unconditionally overrides any inconsistent commercial notice provision in any Execution Sheet where adjustments originate from upstream provider changes.