Terms and Conditions

These Terms and Conditions ("Terms") cover your rights and obligations when you access or use Weav: the Weav website, dashboard, API, payment pages and the services associated with them (together, the "Weav Service"). "We", "us", "our" and "Eplayment" refer to Eplayment Corporation, a corporation organized under the laws of the Philippines and registered with the Bangko Sentral ng Pilipinas ("BSP") as an operator of payment systems (OPS Registration No. OPSCOR-2021-0002, issued 20 Jan 2021). By accessing or using the Weav Service, you agree to be bound by these Terms.

Please also read our Privacy Notice, which describes how we collect and process personal data when you use the Weav Service. If you do not understand or do not wish to be bound by these Terms and the Privacy Notice, do not access or use the Weav Service.

These Terms are binding from your first use of the Weav Service until they are terminated, except for provisions that by their nature, by these Terms or by law survive termination.

1. Eligibility

1.1. The Weav Service is for businesses. By accepting these Terms, you represent that your business is licensed to do business in the Philippines, and that you are at least 18 years old and have the legal capacity and authority to agree to these Terms on its behalf.

1.2. You represent that your use of the Weav Service does not conflict with any existing obligation inconsistent with these Terms.

1.3. You represent that the people who access or use the Weav Service for your business, including employees, officers and agents, are authorized to do so. All transactions made with your sign-in credentials or API keys are deemed made by you.

2. Definitions

Acquirer: A financial institution authorized by a Payment Method Provider to process transactions made by customers who hold an account with that provider.
API: The Weav application programming interface that lets your systems create and track payments and read your balance.
Available balance: The settled proceeds of your payments that you can withdraw to your payout account.
Chargeback: A return of money to a customer who paid a transaction, reversing the transfer from their bank account, e-wallet, card or other Payment Method.
Customer: A person who pays you through the Weav Service.
Merchant: A business that uses the Weav Service to accept payments. In these Terms, "you".
Payment Method: A way for customers to pay through the Weav Service, such as QR Ph, e-wallets, cards and over-the-counter channels.
Payment Method Provider: The financial institution or partner that authorizes Eplayment to accept transactions through a Payment Method.
Payout account: The bank or e-wallet account in your business's name where we send your withdrawals.
Settlement: The amount due to you from your transactions, minus our fees and any fines, refunds, chargebacks, reversals, setoffs, recoupments or other amounts you owe Eplayment.
Test mode: A separate mode for building and testing your integration. Test payments never move real money.

3. Registration and verification

3.1. Weav is available by invitation. To open a merchant account, you must provide the information we ask for to comply with the BSP's know-your-customer requirements and anti-money-laundering rules, such as your business's registration documents, tax identification number, address, beneficial owners and authorized representatives, and their identification.

3.2. We may verify the information you submit through third-party verification partners. Any third party we share it with for verification is bound by contract to keep it confidential, protect it, respect data privacy rights, use it only for that purpose and follow our reasonable directions.

3.3. You agree to submit all required information and documents and to cooperate reasonably so we can complete the verification. We may close, suspend or limit your access to the Weav Service if we cannot verify your information.

3.4. You are responsible for keeping your information accurate and up to date and for telling us of changes, including to the nature of your business, its beneficial owners or principals, or its legal entity. We may suspend your account or terminate these Terms if you do not.

3.5. At any time while you use the Weav Service, we may ask for more information to verify beneficial ownership or control of the business, validate the information you gave, verify identities, and assess the risk associated with your business. This may include financial statements, business licenses, invoices or records of your compliance with these Terms. If you do not provide it, we may suspend or terminate your account. We may share this information with partners we work with to comply with regulations, including anti-money-laundering laws.

3.6. Without our written consent, you may not register on behalf of a merchant whose account we previously terminated or who is barred from the Weav Service.

4. The Weav Service

The Weav Service lets you collect payments from your customers through the Payment Methods we make available, and pays the proceeds out to you. It is subject to the rules and regulations of the BSP, the Anti-Money Laundering Act ("AMLA"), as amended, and the Data Privacy Act of 2012 and its Implementing Rules and Regulations. We work with Payment Method Providers, Acquirers and other third parties, and your use of a Payment Method may be subject to their separate terms. We may add or remove Payment Method Providers at any time. You must use the Weav Service lawfully.

4.1. API and documentation

You may use the Weav API only as described in the API documentation or as we otherwise tell you. We may update the API and its documentation, and add or remove functions; we will tell you about changes where we can.

We grant you a revocable, non-exclusive, non-transferable, limited license to use the Weav API, documentation and related software to use the Weav Service, including updates and new versions. If you do not comply with these Terms and the documentation, you are liable for the resulting damages to you, Eplayment and third parties. When these Terms end, you must stop using the Weav Service, including the API.

4.2. Settlements and withdrawals

A completed payment is held until it settles, on the settlement schedule agreed with you, and then joins your available balance, minus our fees and any amounts you owe Eplayment. You can withdraw your available balance to your payout account through InstaPay or PESONet, as set in your dashboard or, where agreed, as handled by us. Weav is not a bank: your balance is not a deposit and does not earn interest.

A Payment Method Provider or Acquirer may delay settlement for any reason, and we are not responsible for harm caused by such a delay. We may suspend settlements or withdrawals when there are pending, anticipated or excessive chargebacks, refunds or reversals, when we suspect or become aware of suspicious activity, or when the law or a court order requires. When these Terms end, we may withhold amounts if we reasonably determine we may incur losses from credit, fraud or other legal risks associated with your account. If we withhold funds, we will tell you the general reason and give you a timeline for their release.

You are responsible for penalties or fines imposed on you by Eplayment, a Payment Method Provider or an Acquirer because of a use of the Weav Service these Terms or the relevant third party's terms do not permit. You confirm that your payout account is in your business's name and that you are authorized to receive settlements to it.

4.3. Legitimate transactions

You authorize us, our affiliates, the Payment Method Providers and Acquirers to receive and settle the amounts due to you from your transactions. You appoint Eplayment as your agent for the limited purpose of directing, receiving, holding and settling those amounts, and you agree that our receipt of a payment satisfies your customer's obligation to pay you. You may not assign any interest in those amounts to a third party until they are paid out to you.

You may use the Weav Service only for legitimate transactions with your customers. You are solely responsible for your relationship with your customers and for the products or services you sell, including their nature and quality, delivery, support, refunds and returns. We are not responsible for the products or services you sell.

You are responsible for recognizing transactions that are erroneous or suspicious, for looking into them and, if needed, contacting your customer before you fulfill them. You are responsible for losses from erroneous or fraudulent transactions made through your use of the Weav Service.

We report transactions to the Anti-Money Laundering Council as its rules and regulations require, and deal with fraudulent transactions as described in Section 10.

4.4. Your customers

You keep the direct relationship with your customers. You are responsible for obtaining their consent to transact through the Weav Service, giving them a confirmation or receipt for each transaction, and determining their eligibility and authority to transact. You agree to:

accurately describe, and not misrepresent, each transaction and its amount before you submit it to the Weav Service;
give customers a receipt that accurately describes each transaction;
give customers an effective way to contact you if a product or service is not provided as described;
not use the Weav Service to sell products or services in a way that is unfair or deceptive, exposes customers to unreasonable risk, or hides material terms of a purchase;
tell customers that Eplayment processes their payments to you; and
keep, and make available to customers, a fair return, refund, cancellation or adjustment policy that explains how to get a refund.

4.5. Chargebacks, refunds and reversals

Authorized transactions may still be charged back. We are not liable to you for completed transactions that are later charged back, refunded or reversed, were submitted without authorization or in error, or violate applicable laws. You are responsible to us for all chargebacks, refunds, reversals and fines, whatever the reason or timing.

We may refuse to pay you all or part of a transaction, with notice, when:

the customer disputes the nature, quality or fitness of the goods or services, or says you breached the contract of sale or any representation you made;
the customer denies making the transaction or receiving the goods or services;
the customer paid by mistake, or you processed the same transaction more than once;
the underlying contract is void or voidable, or involves an illegal act;
the card or account used is not valid or is listed in a warning bulletin;
you do not give us the records of a transaction promptly when we ask;
you breach these Terms, our security guidelines, or any other agreement with Eplayment in relation to the transaction; or
a card network or issuer determines fraud or another chargeback event.

We will refer disputed transactions to you, and you agree to resolve the dispute with the customer within fifteen (15) business days of our notice. A dispute you do not resolve within that time is charged back to you automatically. We first set off a chargeback against amounts due to you. If none are due, you agree to reimburse us within three (3) banking days of our written demand, and you authorize us to deduct the amount from any money or things of value of yours in our or our affiliates' possession if you do not.

Refunds are made only on your written instruction stating the customer and the amount, and may be subject to fees. We may decline or delay a refund if you have insufficient balance, are the subject of bankruptcy proceedings, or we believe you may not meet your liabilities under these Terms. We, a Payment Method Provider or an Acquirer may also reverse a transaction that was invalidated, settled to you in error or without authorization, or submitted in violation of these Terms, third-party rules or the law.

You may challenge a chargeback by sending your evidence to [email protected]. We may ask for more information to help, but cannot guarantee that a challenge will succeed. You may not submit a new charge that duplicates a transaction under chargeback.

4.6. Taxes

You are responsible for the taxes on your sales and for any sales, use, excise, value-added or similar tax or duty not based on Eplayment's income, and you agree to hold Eplayment harmless from them. We may send documents to you and to tax authorities about transactions processed through the Weav Service, and may be required by law to file information returns about your use of it.

5. Fees

You agree to pay the fees for the Weav Service set out in your merchant agreement and shown in your dashboard. Fees are deducted from each payment before it joins your available balance, unless agreed otherwise. We will give you notice of fee changes as described in Section 15.

6. Account and API key security

You are responsible for the security of your dashboard accounts, sign-in credentials, two-factor devices, API keys and webhook signing secrets. All transactions made with them are conclusively presumed to be made by you, and you are liable for losses caused by their loss, theft or misuse.

If you believe a credential or key was lost, stolen or exposed, revoke or rotate it in your dashboard and report it to us at [email protected] immediately, and within twenty-four (24) hours. Transactions made before your report remain your responsibility.

7. The Weav website

7.1. Eplayment owns or holds the licenses for the text and images on the Weav website and documentation. They may not be copied, distributed, modified, republished or used to create derivative works, or otherwise used for public or commercial purposes, without our written permission.

7.2. Anything you send us through the website or by email is non-confidential and may be used by Eplayment for any purpose within the limits of our Privacy Notice.

7.3. We try to keep the website accurate and up to date but make no warranties about its accuracy. You use the website at your own risk, and we disclaim liability for any direct, indirect, incidental, consequential or special damages arising from your use of it, including from viruses that may infect your equipment.

8. Termination and suspension

You may stop using the Weav Service at any time by contacting [email protected]. Termination does not release you from obligations already incurred. When you ask to terminate, you agree to complete pending transactions and stop accepting new ones; we will then pay out the remaining amounts owed to you, subject to these Terms. Our Privacy Notice explains how we handle your information after termination.

We may suspend or terminate your account and your use of any part of the Weav Service when we consider it necessary, without prior notice or obligation to give reasons, particularly in suspected cases of fraudulent, criminal or unlawful activity. Reactivation is at our sole option.

After termination, you must stop using the Weav Service, all licenses we granted you end, and you must remove our trademarks from your website or application unless a separate license allows them. Termination does not relieve you of any financial obligation incurred before or after it.

9. Limitation of liability

The Weav Service is provided "as is" and "as available", without warranties of any kind other than those that cannot be excluded by law. In particular, we make no warranty about the content, quality or accuracy of data provided or transmitted through the Weav Service, about any product or service obtained through it, that it will be uninterrupted or error-free, or that any particular result will be obtained.

We are not liable for any loss, cost, damage or liability to you or any third party arising directly or indirectly from:

a refusal of any bank, financial institution or partner to accept or honor a transaction;
a transaction that is not authorized for any reason;
a delay, interruption or termination caused by administrative error, technical, mechanical, electrical or electronic fault, or circumstances beyond our control, including acts of God, strikes, fire, government action, interference or damage by third parties, or changes in law;
theft or unauthorized use of your account, credentials or API keys; or
misrepresentation, fraud or misconduct of any third party.

If any action is filed against Eplayment, Eplayment's liability shall not exceed ONE THOUSAND PESOS (₱1,000.00) or the damages actually suffered, whichever is lower.

10. Fraudulent transactions

We may suspend or block your account if we have reason to believe it may be used for fraudulent or suspicious transactions or by an unauthorized person. We may, but need not, tell you beforehand, and you hold Eplayment free and harmless from the consequences.

10.1. Without notice or reasons, and without prejudice to the rest of these Terms, we may refuse to process any transaction, suspend or cancel your right to use the Weav Service, and introduce, change, restrict or withdraw any part of it, for you or for all merchants.

10.2. Each party will support the other in detecting, investigating and preventing offenses committed against Eplayment or you. Prohibited practices, fraudulent transactions, counterfeit cards, chargebacks, violations of BSP rules or similar incidents ("Suspected Activity") may be investigated at our option. Where we suspect your or your representatives' involvement:

we may appoint an investigating officer, who may review your records of customer transactions and ask you or your representatives for information;
we may ask government or other agencies to help investigate;
we may suspend the Weav Service for you, and all payments due to you, until the matter is resolved to our satisfaction;
you agree to give us or the investigating officer all information, documents and materials about the Suspected Activity without undue delay; and
if your or your representatives' involvement is proven, we may suspend or revoke your access and seek all remedies available by law.

11. Data protection

Our Privacy Notice describes how we handle the information you give us when you use the Weav Service. By using it, you consent to that collection and use. For questions, contact our Data Protection Officer at [email protected].

12. Venue of litigation

These Terms are governed by the laws of the Republic of the Philippines. All suits arising from them shall be filed exclusively in the appropriate courts of Quezon City, or at any other venue at the exclusive option of Eplayment.

13. Non-waiver of rights

Our failure, omission or delay in exercising any right or remedy under these Terms is not a waiver of it.

14. Separability

If any provision of these Terms is held void, illegal or unenforceable, the remaining provisions stay valid and enforceable.

15. Amendments

We will notify you of material changes to these Terms at least sixty (60) days before they take effect, by the means we choose, unless the BSP directs a change to take effect immediately or the law provides otherwise. A change is material when it significantly modifies the use, features, or fees and charges of the Weav Service. By continuing to use the Weav Service after a change, you agree to it. If you do not wish to be bound by the amended Terms, you may terminate your account after notice.

16. Complaints

We are committed to high standards of financial consumer protection. If you have a concern about our service, contact us at [email protected]. We keep what you tell us confidential and will work to resolve it promptly.