MERCHANT AGREEMENT – GENERAL TERMS AND CONDITIONS
1. DEFINITION OF TERMS
In this Agreement, unless the context otherwise requires: -
a) "Account" means the Merchant's account with MOCASA as may be designated.
b) "Customer" means Merchant’s end-user who transacts through the Merchant’s website or over the channels accepted by MOCASA PH.
c) "Philippines" means The Republic of the Philippines.
d) "Internet" means the worldwide connection of computer networks providing for the transmission of electronic mail, on-line information, information retrieval and file transfer protocol.
e) "Over-the-counter Payment" means a payment method wherein the customer can pay offline via MOCASA PH Payment Partners
f) "MOCASA PH Website" means www.Mocasa.com, the Website developed and maintained by Mocasa Ph on the Internet, or other channels.
g) "MOCASA PH" means a digital credit line financial service that enables customers to purchase/ buy items/ products trough a BNPL (“Buy Now, Pay Later”) scheme without credit cards, debit cards and online banking accounts to shop online and pay merchants by cash.
h) "Payment Partners / Center" refers to an entity, contracting with MOCASA PH that accepts payments from Customers and issues acknowledgement receipts to Customers through theirbranches or outlets.
i) "Payment Transaction" means a legitimate transaction of payment or settlement between the Merchant and the Customer performed in whole or in part via electronic communication through the Internet and to be settled by way of sales transaction or provisions of goods and/or services.
j) "Payment Services" means the services provided by MOCASA PH or its agents that process merchant's authorization and payment messages (including payment instructions from Customer) and interface with private financial networks.
k) "Merchant Website" means a website established by the Merchant on the Internet or similar networks on which goods and/or services will be made available for purchase by Customer.
l) "System" means the Merchant System, the MOCASA System or the other computer system as MOCASA may from time to time designate for Payment Services in such specification as MOCASA may at its absolute discretion prescribe.
m) "Restricted Services" - products or services that constitute relate or are ancillary, in whole or in part, to:
i. Pornographic or illicit material or activities of any type;
ii. Escort services;
iii. Gambling operations, including “virtual casinos”;
iv. Counterfeit designer goods (Replica and Name Brand 'Knock Off' Products)
v. Illegal downloads of movies, music, computer and video games, or software
vi. Cash coupons/gift certificate as it may involve the risk of Anti-Money Laundering Act (AMLA)
vii. Prescription drugs and tobacco products
viii. Ammunition, weapons and other related items
ix. Police and military raw materials
x. Merchant engaging in “receipt of payment in advance” operation module; (supersede for group buying merchants)
xi. Goods, products, services or distributions prohibited by any applicable law or
xii. Goods, products, services or distributions of any class or type, whether or not similar to those specified above, which MOCASA may in its absolute discretion (but shall not be under any duty to) designate, from time to time, as being subject to this definition and notice thereof being given to any Merchant.
xiii. Provide users with CASH OUT services for MOCASA CREDIT, including but not limited to supporting the use of MOCASA CREDIT to withdraw cash, recharge GCASH or any other services that turn into cash or similar cash.
xiv. Charge theusers any additional fees not covered under this agreement
2. PAYMENT SERVICES
2.1 Subject to the terms and conditions of this Agreement, MOCASA agrees to provide Payment Services to the MERCHANT in respect of cash payment for the Sales Transactions.
3. COMPLIANCE OF OPERATING REGULATIONS AND LAWS
3.1 The MERCHANT shall duly comply with all Operating Regulations and all applicable laws, rules and regulations of Philippines or any or all of country of operations (where applicable) in conducting Sales Transaction and using the services provided by MOCASA PH hereunder.
4.1 Payment Services will only be made available by MOCASA PH to parties which can enter into and form legally binding contracts under applicable laws. MOCASA may for justifiable reasons decline or refuse to provide Payment Services to anyone at any time.
4.2 The MERCHANT must also satisfy those requirements set out in Clauses 5 and 7 hereof.
4.3 The MERCHANT understands and agrees that the Payment Services is provided to it on an "as-is" basis and that MOCASA assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.
4.4 The MERCHANT understands and agrees that they should not accept payment for Restricted Services nor engage in any money laundering or other illegal activities. Notwithstanding any of the provisions herein contained to the contrary and without prejudice to any other rights MOCASA PH may have, MOCASA PH may forthwith terminate this Agreement or the right of adjust the service functions or methods, including but limited to adjusting product functions, changing the withdrawal time, suspending part or all of the payment settlement without notice to the MERCHANT if any of the following events shall occur:
(a) If the MERCHANT engages in any money laundering activity or any other illegal activity; or engage in or provide goods or services of item 1(m) Restricted Services;or
(b) If MOCASA is in its absolute discretion, suspects that the Merchant has engaged in any money laundering activity or any other illegal activity
5. MERCHANT'S WEBSITE REQUIREMENTS
5.1 The MERCHANT shall ensure that the Site contains all of the following:
(a) The Merchant's country of domicile;
(b) The applicable transaction currency;
(c) A complete and accurate description and price list (including delivery charges, if applicable) for all the goods and/or services offered by the Merchant for sale;
(d) A complete and accurate statement of the contractual terms that shall apply to the transaction for sale of the goods and/or services and that confirm the identity of the Merchant as the seller with the responsibility for effecting the transaction is solely that of the Merchant;
(e) A comprehensive and accurate statement of the arrangement for delivery of the goods and/or services purchased;
(f) A comprehensive and accurate statement of the arrangement for return of the goods and/or services purchased and refund;
(g) The Merchant's customer service contacts including e-mail address and telephone number;
(h) Applicable restrictions on export (if any);
(i) And such other information as MOCASA PH may from time to time reasonably require.
5.2 In connection with the sale of its goods and/or services on the Internet, the MERCHANT shall ensure that:-
a) All necessary permits, licenses and authorization from any authority have been obtained;
b) The sale of its goods and/or services does not contravene the law of the Philippines or the law in any other jurisdiction in or from which the goods and/or services are to be sold;
c) The information contained in the Site shall not be: -
i) Be misleading, untrue, deceptive, defamatory;
ii) Breach any intellectual property rights of any third party;
iii) Harass, threaten, embarrass or cause distress, unwanted attention or discomfort upon other merchants or users of MOCASA PH or other individuals or entities;
iv) Infringe any applicable laws for any rules, laws or regulations in any applicable jurisdictions;
v) Expose MOCASA PH to any risk of any claim, legal or administrative action; or
vi) Be reasonably considered by MOCASA PH as inappropriate.
5.3 The MERCHANT shall use MOCASA PH’s logo or name or trade name in such a manner as approved by MOCASA PH.
5.4 The MERCHANT shall not display or suffer to be displayed on, and shall forthwith on MOCASA PH’s demand, remove or procure to be removed from the Site any material which MOCASA PH reasonably deems to be pornographic, obscene, indecent, or of a gambling nature or which is prohibited from being published in mass media by any law of the Philippines or any applicable laws.
5.5 The MERCHANT shall not in any manner whatsoever indicate or imply that MOCASA PH enforces or otherwise makes any representation about the MERCHANT’S goods.
5.6 The MERCHANT shall notify MOCASA PH within 14 days whenever there is any change in ownership, business nature or goods and services sold, which is different from the information as stated on the MOCASA service application form or MOCASA PH record. And MOCASA PH reserves its right to continue its services to the MERCHANT subject to the nature of such changes.
6. SALES TRANSACTION PROCEEDING
6.1 The MERCHANT shall process all Sales Transactions through the System according to the terms and conditions of this Agreement.
6.2 All Sales Transactions must be denominated in Philippine Peso, unless otherwise agreed in writing between the parties.
6.3 By submitting a Sales Transaction to MOCASA PH, the MERCHANT warrants and agrees to the following:-
(a) that all transaction details so submitted are, within the knowledge of the MERCHANT, true and complete;
(b) that the MERCHANT has supplied, or will as soon as reasonably practicable thereafter supply, the goods and/or services to which such Sales Transaction relates and the value stated therein and at a price not greater (and on terms not less favourable) than the price (and terms) at and on which such goods and/or services are supplied by the MERCHANT for cash;
(c) MERCHANT shall be NO FEE when users use MOCASA.
(d) that the supply of the goods and/or services to which such Sales Transaction relates is not unlawful; and
(e) that the MERCHANT has complied with this Agreement in respect of such Sales Transaction.
6.4 Neither the acceptance by MOCASA PH of the submission of any Sales Transaction nor any payment by or other act or omission of the MOCASA PH (other than an express written acknowledgement or waiver thereof by MOCASA shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the MERCHANT with any of the warranties specified in Clause 6.3 or any other provision of this Agreement.
6.5 Notwithstanding anything to the contrary herein contained, MOCASA PH may decline to authorize any Payment Transaction in its sole and absolute discretion without assigning any reason therefore.
6.6 The Merchant will promptly on the MOCASA PH’s request (and whether or not the same is disputed by the Customer) produce to the MOCASA PH evidence satisfactory to the MOCASA PH, without any charge within four (4) working days.
6.7 Without prejudice to the foregoing, the MERCHANT shall retain all documents and records relating to each Sales Transaction for a period of not less than one year thereafter and produce the same to the MOCASA PH on request. Such documents and records shall contain the following information for each Sales Transaction (to the extent that such information is obtained by the Merchant in connection with the Sales Transaction):
(a) the recipient’s name;
(b) transaction date and time, and amount and currency;
(c) payment reference number;
(d) the Merchant’s Uniform Resource Locator (“URL”) or on-line address;
(e) description of goods and/or services supplied; and method of delivery
6.8 The MERCHANT shall provide such reasonable assistance for the prevention and detection of fraud in respect of any Sales Transaction as the MOCASA PH may from time to time request.
7. MERCHANT’S SYSTEM
7.1 The MERCHANT shall at its own costs and expenses ensure that the Merchant's System is compatible with MOCASA PH's System and that the links between them works properly at all times and also maintain the Merchant's System in good operating conditions.
7.2 Notwithstanding anything to the contrary herein contained, MOCASA PH makes no representation or warranty of any kind, express or implied, statutory or otherwise with respect to MOCASA PH's System or the Other System or any computer software which may have been provided by MOCASA PH or any other person to the Merchant. Without prejudice to the generality of the foregoing, MOCASA PH does not represent or warrant that the MERCANT shall have continuous uninterrupted or error free access to MOCASA PH's System or the Other System. In no circumstance shall MOCASA be liable to the MERCHANT if the Payment Services are not available to the MERCHANT due to computer downtime attributable to housekeeping, malfunctioning, upgrades or preventive or remedial maintenance activities or to any causes beyond MOCASA PH’S control.
8.1 Acceptance of Payments via MOCASA PH’S Payment Partners
a. MOCASA PH’s Payment Partner shall accept payment from the Customer upon presentation of Reference Number generated by MOCASA PH’ssystem, Acknowledgment Receipt (AR) shall be generated by Payment Partner which will serve as proof of payment by the Customer.
b. Acceptable payments from the Customer shall be in the form of CASH only for over-the-counter transaction.
c. Payments shall be accepted within the operating hours of the particular Payment Center.
8.2 The MERCHANT shall not make a request for payment or settlement for any Payment Transaction which has been authorized by MOCASA PH unless the MERCHANT is in the course of performing or providing goods and/or services to the Customer pursuant to the instruction of the Customer or the goods and/or services sold or provided thereunder have already been duly performed according to the instruction of the Customer and the agreement or arrangement between the Merchant and the Customer.
The MERCHANT shall, upon request of MOCASA PH, provide evidence of such instruction or performance as MOCASA PH may reasonably require. Without prejudice to any other rights of MOCASA PH including (without limitation) hereof, MOCASA PH is entitled to withhold payment or settlement of any Payment Transaction upon receipt of any complaint or dispute from the Customer regarding such Payment Transaction until such evidence of the resolution of such complaint or dispute in the MERCHANT's favor has been produced to MOCASA PH's satisfaction.
8.3 If MOCASA PH suspects, on reasonable grounds, that the MERCHANT has committed a breach of this Agreement or acted dishonestly or fraudulently against MOCASA PH or any Customer, MOCASA PH have the right of adjust the service functions or methods, including but limited to adjusting product functions, changing the withdrawal time, suspending part or all of the payment settlement..
8.4 Without prejudice to Clause 8.3, MOCASA PH shall be entitled to withhold all or part of each proceeds payment due to be made by MOCASA PH to the MERCHANT under this Agreementuntil such time as MOCASA PH is reasonably satisfied that no further potential liabilities can arise from any Customer, if:
(a) The Account is or will shortly be closed at the MERCHANT’s request or on MOCASA PH’s notice; or
(b) This Agreement is terminated or will shortly be terminated for any reason.
8.5 The MERCHANT hereby agrees, warrants and represents and shall be deemed to have agreed, warranted and represented to MOCASA PH on each of its request for payment that each relevant Payment Transaction thereunder has been duly and properly authorized and completed according to the terms and conditions of this Agreement and all details of such Payment Transactions are true and correct.
8.6 Subject to the other provisions of this Agreement and depending upon the due and full observance and compliance by the MERCHANT of all the terms and conditions herein contained, MOCASA PH shall credit to the Account the amounts of the Payment Transactions as duly authorized through the System (after deducting therefrom the full amount of the refunded amount and administrative fees, if applicable, less a discount fee (if applicable) charged by MOCASA PH which is subject to change/adjustment by MOCASA PH from time to time. MOCASA PH will notify the MERCHANT in respect of such change/adjustment.
8.7 All payments or settlement hereunder shall be made by MOCASA PH to the MERCHANT in terms of the agreed lawful currency. If the Transaction Currency is different from the settlement currency, the exchange rate between transaction currency and the settlement currency for the purpose of calculating the amount to be credited to the Account shall be determined by MOCASA and such determination shall be binding on the Merchant for all intent and purposes.
8.8 MOCASA PH has the right to receive payment on the Payment Transactions hereunder and the MERCHANT shall not demand, sue or make any claim thereon. Cash advances by the MERCHANT or by the MERCHANT to the Customer are not allowed in any circumstances.
8.9 Subject to the other terms and conditions of this Agreement and any payment or settlement by MOCASA PH to the MERCHANT in respect of each Payment Transaction shall be madein time.
8.10 Should the MERCHANT become indebted to MOCASA PH for whatever reasons, including without limitation the following:-
(a) MOCASA PH has paid the MERCHANT amounts greater than what the latter is otherwise entitled hereunder; or
(b) The MERCHANT has failed to pay to MOCASA PH any amount due or owing to PHILIPPINE CASHTROUT LENDING CORP under this Agreement,
(c) The MERCHANT shall forthwith pay or refund such amount to MOCASA PH in such manner as the latter deems fit.
9. BREACH OF SECURITY
9.1 The MERCHANT shall immediately send a written report to MOCASA PH if any of the following events takes place: -
(a) the MERCHANT suspects that any of the Customer's information is not true, accurate or correct;
(b) the Customer submits incorrect payment information, including payment amount or currency;
(c) the MERCHANT has been advised of any invalid payment transaction from the Customer's account;
(d) the transaction does not comply with any of the applicable laws or regulations or any of the terms of this Agreement.
9.2 The Merchant shall promptly notify MOCASA PH in writing if it has reason to believe that its account or method of payment is no longer secured, for instance in the event of a loss, theft or unauthorized disclosure or use of MERCHANT's identity or user name, password, or any other related numbers stored on or used by MOCASA PH.
10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
10.1 The MERCHANT hereby represents, warrants and undertakes in favor of MOCASA PH that :
(a) It will use the name or logo of MOCASA PH in a mutually agreed position in the Website as notified by MOCASA PH;
(b) It will not use the Website or the Payment Services for any unlawful, fraudulent or improper activities;
(c) No information or material provided to MOCASA PH is inappropriate, untrue or incorrect;
(d) It will promptly provide MOCASA PH with all such further information or document or authorization for obtaining such information or document as it may from time to time require;
(e) It will be responsible for and duly discharges MOCASA PH from any fees, charges, taxes or duties that it may incur as a result of any dealing through MOCASA PH that involves any dishonesty or fraud. Furthermore, it shall shoulder any costs and charges incurred by MOCASA PH in the investigation of any transaction involving dishonesty or fraud;
(f) It will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Payment Services, use of the Payment Services, or access to the Payment Services from MOCASA PH.
10.2 The MERCHANT acknowledges and agrees that it has not entered into this Agreement in reliance on any representation statement or warranty (whether written or oral and whether express or implied) made by or on behalf of MOCASA PH, other than such as are expressly set out herein.
11. USE OF WEBSITE
11.1 The MERCHANT shall not reproduce, duplicate, copy or otherwise exploit the Website of MOCASA PH or any part thereof that is not expressly permitted by MOCASA PH, and MOCASA PH reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion if MOCASA PH believes that a user's conduct violates any applicable law or is harmful to the interests of MOCASA PH and other users.
12.1 MOCASA PH or any other third parties may provide links to other World Wide Websites or resources. Since MOCASA PH has no control over such Websites and resources, the MERCHANT hereby acknowledges and agrees that MOCASA PH shall not in any way be responsible for the availability of such external Websites or resources or liable for any content, advertisements, products, or other materials on or available from such Websites or resources. The MERCHANT further acknowledges and agrees that MOCASA PH shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Website or resources.
13.1 The MERCHANT shall satisfy all lawful claims or dispute made by the Customers or any other person concerning the goods and/or services acquired by the MERCHANT and shall fully indemnify MOCASA PH and keep MOCASA PH harmless against all loss, damages, costs, expenses (including legal expenses), actions proceedings, claims and/or demand whatsoever MOCASA PH may suffer or incur in connection herewith.
13.2 The MERCHANT agrees that MOCASA PH shall not be in any way liable to the MERCHANT, the Customer, or any other third party for any loss of sales or refusal of the Customer or any person to accept any goods and/or services of the MERCHANT for any reason whatsoever. All such disputes should be handled and resolved between the Merchant and the Customer without any reference to MOCASA PH.
In case of a request for refund, MERCHANT must send all information requested by MOCASA PH, including the amount to be refunded. If MERCHANT is deemed qualified for the refund, MOCASA PH will deduct the corresponding refund amount from MERCAHNT’s MOCASA PH account balance.
15.1 The MERCHANT hereby undertakes to keep all and each of the terms and condition herein confidential and not to disclose any of such terms and conditions herein to third party without the prior written consent of MOCASA PH.
15.2 MOCASA PH is fully authorized and shall be entitled to disclose and obtain the necessary information concerning the MERCHANT to or from any of MOCASA PH’s agent or sub-contractor or any other necessary person for any purpose in connection with this Agreement.
15.3 Where the Personal Data Privacy Ordinance or Law applies, the MERCHANT consents to MOCASA PH using any personal data (as defined in the law) in respect of the of the Merchant which may be held by MOCASA PH in connection with transaction processing facilities, and to MOCASA PH supplying such personal data to any selected third parties (who owes to MOCASA PH a duty of confidentiality similar in scope and extent to the duty of confidentiality of MOCASA PH owing to the MERCHANT herein) to use for such purposes. The Merchant also consents to any such personal data being transferred to another legal jurisdiction in any country and to any matching procedures (as defined in the Ordinance/law) being carried out in respect of such personal data. The Merchant may at any time withdraw his consent under this Clause 15.3 by giving PHILIPPINE CASHTROUT LENDING CORP thirty (30) days' prior written notice of such withdrawal. This provision shall survive the termination of this Agreement subject to any applicable laws relating to protection of personal data.
16.1 The Merchant shall not, without the prior written consent of MOCASA PH, assign this Agreement or any interest or herein created or any part thereof. MOCASA PH may at any time assign this Agreement or any interest or right herein created or any part thereof without the MERCHANT's consent provided that MOCASA PH shall give a prior written notice to the Merchant for such assignment.
16.2 The MERCHANT shall give not less than seven (7) days' written notice to MOCASA PH embodying the change or any proposed change of the composition of directors, controlling shareholders or constitution of the former.
In this event, MOCASA PH reserves the right to suspend the Payment Services, for such period as it may deem appropriate, by giving notice to the MERCHANT, if the change in the composition of the directors, controlling stockholders or constitution of the MERCHANT amounts to replacement of the existing party - MERCHANT in this agreement.
17.1 MOCASA PH may at any time hereafter terminate this Agreement by giving to the Merchant not less than thirty (30) days prior written notice whereas the MERCHANT may terminate this Agreement after twelve (12) months from the date hereof by giving to MOCASA PH not less than sixty (60) days prior written notice.
17.2 MOCASA PH, may, in its sole discretion, suspend, or if MOCASA PH deems appropriate, terminate the Merchant's password, account (or any part thereof) or use of the Payment Services and remove and discard any content within the Payment Services for any justifiable reason.
17.3 Upon termination of this Agreement as aforesaid, this Agreement shall come to an end and the parties hereto shall be released from any further obligations hereunder provided that such termination shall not affect any rights and liabilities of the parties incurred or arising out of circumstances which existed prior to termination. Any unfulfilled orders placed by the Customers before such termination shall continue to be fulfilled by the Merchant subject to the terms and conditions of this Agreement.
17.4 The parties hereto further agree that, upon termination of this Agreement as aforesaid, this Agreement shall come to an end; MOCASA PH shall have the right to withhold all payments due to the MERCHANT for a period of six (6) months from the effective date of the termination of this Agreement.
18. AMENDMENT AND NOTICE
18.1 Notwithstanding anything to the contrary herein contained, MOCASA PH may, at any time and from time to time, amend any terms and conditions of the Agreement and General Terms and Conditions with notice to MERCHANT. The notice required herein shall be complied with each time MOCASA PH publishes the amended version(s) of the General Terms and Conditions on its website or application. MOCASA PH further reserves the right to, at any time and from time to time, modify or discontinue, temporarily or permanently, its Payment Services (or any part thereof) with due notice to the MERCHANT. The MERCAHNT agrees that MOCASA PH shall not be liable to the MERCHANT or any third party for any such modification, suspension or discontinuance of the Payment Services.
18.2 Notices to be given hereunder shall be in writing. Notices to be given to MOCASA PH shall be sent to its e-mail or mailing address but shall not take effect until actually received by it. Notices to be given to the MERCHANT may be sent to the its latest e-mail or mailing address in the record of MOCASA PH and shall be deemed to have been received by the MERCHANT at the time of sending out by MOCASA PH.
18.3 The MERCHANT shall inform MOCASA PH of the occurrence of any of the following in writing thirty (30) days prior to its effective date:
(a) any removal of shops or offices;
(b) its cessation of business;
(c) any change in the nature of the business carried on by the Merchant;
(d) any material change in the management of the Merchant;
(e) any change in the Merchant’s legal status (such as from a sole proprietorship to a partnership or limited or vice versa);
(f) any change in any other material particulars relating to the Merchant supplied to MOCASA PH in connection with this Agreement at any time.
19.1. The MERCHANT agrees to indemnify MOCASA PH against on demand in respect of any actions, claims, costs, damages, demands, expenses, losses on a full indemnity basis incurred by MOCASA PH and liabilities made against, suffered or incurred by the MOCASA PH, and hold MOCASA PH, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand made by any third party due to or arising directly or indirectly from or in connection with:
(a) the content or information submitted by the Merchant, posted to or transmitted through the service provided by MOCASA PH;
(b) the Merchant's use of the service;
(c) the Merchant's connection to the service;
(d) the Merchant's violation of any rights of any third party;
(e) any Customers' dispute, refunds and/or returns;
(f) warranty and/or service claims of customers arising out of express or implied representations of the Merchant or by operation of any applicable law, regulation, or trade custom;
(g) any failure by the Merchant to comply with the provisions of this Agreement;
(h) any breach by the Merchant or its servants or agents of any of the terms, conditions, agreements, representations or warranties contained in this Agreement; or
(i) any fraud or bona fide dispute involving the Merchant.
20. MOCASA PH’S RECORD
20.1 MOCASA PH's record as to the Payment Transactions, authorization code, refund, the amount due to or from the MERCHANT and any other matter arising hereunder shall be binding on the MERCHANT and be conclusive evidence for all purposes (save and except manifest error).
21. MOCASA PH’S RIGHT OF SET-OFF, etc.
21.1 MOCASA PH shall be entitled to charge, combine, and consolidate any of the Merchant's account with MOCASA PH and/or to set-off any liabilities at any time without prior notice to the MERCHANT.
22. FORCE MAJEURE AND DISCLAIMER OF LIABILITY
22.1 MOCASA PH shall not in any way be liable to the MERCHANT for any delay or non-performance of any of its obligations under this Agreement arising in whole or in part from any Act of God, civil commotion, strike, industrial dispute, war, war-like hostility, change in legislation, or other calamity or circumstances whatsoever beyond the control of MOCASA PH.
22.2 The MERCHANT further agrees that MOCASA PH shall not in any way be liable to the MERCHANT for any delay, non-performance of any of its obligations under this Agreement arising in whole or in part from any computer virus, unauthorized access, unauthorized use or loss of service etc. or such other circumstances whatsoever beyond the control of MOCASA PH.
23.1 The rights and remedies of MOCASA PH hereunder are in addition to and shall not affect or prejudice or be affected or prejudiced by any rights and remedies of MOCASA PH under any other merchant agreement entered or to be entered into between the MERCHANT and MOCASA PH in respect of the sales or provision of the MERCHANT’s services.
24.1 In this Agreement, references to the singular shall where not inapplicable include the plural and vice versa, references to any gender shall where not inapplicable include every other gender, references to person shall include individual, firm and corporation and references to " MOCASA PH " shall include its successor and assigns and references to "MERCHANT" shall include its successor and permitted assigns.
24.2 Where the MERCHANT is a firm consisting of more than one partner, references herein to the Merchant shall where not inapplicable include any one or all of the partners of the firm and the obligation of the Merchant hereunder shall be deemed to be the joint and several obligations of the partners.
24.3 If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement shall continue to be in full force and effect as if the invalid provision has been omitted from this Agreement.
24.4 No delay or omission by MOCASA PH n exercising any of its rights or remedies under this Agreement or otherwise available shall impair such right or remedy or constitute a waiver thereof, nor shall any single or partial exercise of such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. All of the rights and remedies of MOCASA PH hereunder are accumulative and not exclusive of any other rights or remedies which would otherwise be available to MOCASA PH and shall survive the termination of this Agreement.
24.5 MOCASA PH may perform its obligations under this Agreement through its agent, contractor or correspondent and MOCASA PH shall be liable to the Merchant for any act or omission by such agent, contractor or correspondent.
24.6 If any provision of this Agreement is or proves to be or becomes illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby.
24.7 This Agreement shall be governed by and construed in accordance with the laws of Philippines or with any of MOCASA PH country of operations and the Merchant irrevocably submits to the non-exclusive jurisdiction of the Courts of Philippines or to any other country’s court deemed applicable by MOCASA PH.