1.1 These E-Invoicing Terms and Conditions (the “T&Cs”) set out the details and terms and conditions that shall govern First Circle’s provision of its E-Invoicing product (“Product”).
1.2 By agreeing to these T&Cs, the Partner SME agrees to be bound by and comply with:
1.2.1 these T&Cs;
1.2.2 First Circle’s Privacy Policy, First Circle’s General Terms and Conditions, and any other applicable product-specific or platform-level terms, policies, or agreements (collectively, the “First Circle Platform T&Cs”).
The First Circle Platform T&Cs is read and construed together with these T&Cs. All capitalized terms used in this shall have the same meaning in the First Circle Platform T&Cs unless otherwise defined herein.
For purposes of these T&Cs, the following terms shall have the following meanings:
2.1 “Affiliates” means the parent entities, subsidiaries, or any entity affiliated with First Circle, or an entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with First Circle.
2.2 “Authorized Representative/s” means the primary natural person/s identified by Customer and whose identities and personal details are made known and communicated to First Circle and who are represented by Customer to First Circle as such representatives duly authorized by it to give instructions on its behalf to First Circle, whether in person or through electronic communications or other channels, and to execute, accept or approve necessary documents to effect such instructions with respect to the handling, management, and operation of the Product.
2.3 “Customer” means the person or entity availing of the Product from First Circle.
2.4 “E-Invoice” means an electronic invoice generated by the Product that sets out billing details provided by the Customer for purposes of requesting payment from a buyer or payor, and which serves solely as a demand for payment and record-keeping document between the Customer and such buyer or payor. An E-Invoice is not an official receipt, is not a BIR-accredited electronic invoice, and does not constitute proof of payment, tax compliance, or tax reporting under applicable laws.
2.5 “First Circle” means First Circle Growth Finance Corp., an entity duly incorporated under the laws of the Republic of the Philippines.
2.6 “Invoice Recipient” means any individual, business, government entity, or other person to whom the Customer issues or sends an E-Invoice using the Product, including buyers, payors, or invoice recipients.
For avoidance of doubt, Invoice Recipients are not customers of First Circle, and First Circle does not have any contractual relationship, agency relationship, or obligation to any Invoice Recipient in relation to the underlying transaction, payment, or non-payment of an E-Invoice.
3.1 The Customer shall be subject to an assessment by First Circle. For this purpose, First Circle may request such information and documents from the Customer as may be reasonably necessary to assess the Customer’s eligibility for the Product.
3.2 The grant of the Product to the Customer is conditional upon the Customer successfully completing First Circle’s assessment. If First Circle determines that the Customer has passed such assessment, the Customer may avail of the Product, subject to these T&Cs and any applicable product-specific terms.
3.3 First Circle may, at any time during the term of these T&Cs, reassess the Customer. If First Circle determines, in its reasonable discretion, that the Customer no longer meets the applicable assessment criteria, First Circle reserves the right to suspend or withdraw the availability of the Product to the Customer.
4.1 The Product is a digital tool that allows the Customer to create, send, track, and manage invoices for their own billing and record-keeping purposes. Invoices generated through the platform serve as a demand for payment only between the user and the Invoice Recipients. The Product does not facilitate, process, receive, hold, or settle payments on behalf of the Customer or any Invoice Recipient.
4.2 First Circle acts solely as a technology provider. The issuance, delivery, and content of E-Invoices are determined exclusively by the Customer. First Circle does not act as an agent, representative, or intermediary of the Customer or any Invoice Recipient in relation to the underlying transaction. First Circle does not verify, validate, or audit invoice content.
4.3 The Customer may use the Product to transmit E-Invoices to its Invoice Recipients through electronic channels designated or supported by the First Circle Platform, including messaging applications and other digital means. The Customer acknowledges that:
4.3.1 the method of delivery is selected by the Customer;
4.3.2 receipt, acknowledgment, or acceptance of an E-Invoice by an Invoice Recipient is outside First Circle’s control; and
4.3.3 requirements by Invoice Recipients for paper copies, wet-ink signatures, or other formalities remain the Customer’s responsibility.
4.4 The Customer acknowledges and agrees that it shall remain solely responsible for compliance with all applicable tax, invoicing, and reporting obligations, including BIR registration, withholding tax, VAT, and other statutory requirements.
4.5 Customer is solely responsible for:
4.5.1 The accuracy and completeness of all E-Invoice details, including buyer information, invoice amounts, payment terms, and tax treatment;
4.5.2 Ensuring that E-invoices issued through the Product are valid and enforceable under their contractual arrangements with the Invoice Recipient; and
4.5.3 Resolving any disputes arising from invoices directly with the Invoice Recipient.
5.1 The Partner SME shall appoint an Authorized Representative and, where applicable, an Authorized User, in accordance with the appointment and authorization provisions of the First Circle Platform T&Cs. The Authorized Representative shall be the Partner SME’s primary point person for matters relating to the Product, while any Authorized User may handle payments, statements of account, and related operational matters, as permitted under the First Circle Platform T&Cs.
6.1 The parties hereby represent and warrant that they have all the necessary power and corporate authority to enter into these T&Cs and perform their obligations as incorporated herein and that such execution, delivery and performance do not and will not contravene any provision of their respective Articles of Incorporation, By-Laws, any agreements or instruments to which they are a party or any laws or regulations of any governmental authority.
7.1 First Circle agrees that it shall keep confidential any and all information provided in providing the Product (“Confidential Information”). Unless required by law, regulations, government agencies, or court order, First Circle shall not disclose any Confidential Information to third parties without the prior written consent of both the Customer and its relevant employees.
7.2 First Circle shall implement appropriate physical, technical, and organizational security measures to ensure adequate protection and security of data which it may come into possession of while providing the Product. The collection, processing, and disclosure of personal data shall be subject to First Circle’s Privacy Policy available here.
7.3 Customer hereby acknowledges and agrees that any personal data or information relating to the Product may be shared and disclosed by First Circle to its Affiliates and third party service providers. Personal data or business information may also be shared with or disclosed to third parties or relevant government authorities or agencies in compliance with applicable laws and regulations, upon a lawful order or directive, or upon a lawful court order.
7.4 In all cases where Customer provides personal information and sensitive personal information of its employees and Authorized Representatives to First Circle, Customer represents and warrants that it had obtained all necessary and required consents and authorizations, including the consent for First Circle to directly reach out to Customer’s employees for marketing purposes, to disclose such data for collection, processing, and sharing to First Circle and its Affiliates, and to any of their respective third party service providers.
8.1 All intellectual property rights, titles, trademarks, trade names, copyrights, and interests arising from or in connection with the Product are owned by First Circle and/or its Affiliates.
9.1 Customer agrees to indemnify, hold harmless and defend First Circle, its Affiliates and their respective directors, officers, employees, agents, users and customers from and against any and all damages, costs and expenses, including reasonable outside attorneys' fees (“Losses”) incurred in connection with any claims or suit, which arises directly out of (a) Customer or Customer’s Authorized Representative/s’ fraud, willful misconduct or gross negligence, (b) actions or inactions of Customer’s Authorized Representative/s, or (c) Customer’s breach of this Agreement. In no event shall First Circle be liable to the Customer for any special, incidental, indirect or consequential damages (even if Partner has been advised of or foresees a possibility of any such damages occurring) including, but not limited to, personal injury, or for any other personal, commercial or economic loss of any kind, or any claim by such other Party.
9.2 First Circle shall not be liable for:
9.2.1 Any losses arising from unpaid invoices;
9.2.2 Third party disputes, chargebacks, or non-payment;
9.2.3 Tax penalties, assessments, or compliance failures related to invoice use.
10.1 These T&Cs shall be effective as of the date accepted by the Customer and shall remain in effect unless earlier terminated in accordance with the provisions below.
10.2 Termination for Cause. Either Party may terminate these T&Cs immediately upon written notice to the other Party if the other Party:
10.2.1 commits a material breach of these T&Cs and fails to remedy such breach within thirty (30) days from receipt of written notice;
10.2.2 becomes insolvent or the subject of any insolvency, rehabilitation, or liquidation proceedings;
10.2.3 engages in unlawful, fraudulent, or unethical conduct that materially affects the terminating Party’s rights or interests; or
10.2.4 in the case of the Customer, fails to pass an initial or subsequent reassessment conducted by First Circle, including for compliance, AML, or risk reasons.
10.3 Termination for Convenience. First Circle may terminate these T&Cs at any time and for any reason, upon written notice to the Customer. The Customer may terminate these T&Cs only upon written notice and subject to First Circle’s confirmation that there are no outstanding compliance, audit, or regulatory matters arising prior to termination.
10.4 Effect of Termination. Upon termination of these T&Cs:
10.4.1.1 The Customer’s access to the Product shall be suspended or terminated.
10.4.1.2 No new E-Invoices may be created or sent through the Product.
10.4.1.3 Existing E-Invoices issued prior to termination shall remain the sole responsibility of the Customer, including any collection, dispute resolution, tax compliance, or enforcement.
10.4.1.4 Termination shall not affect any rights or obligations accrued prior to the effective date of termination.
11.1 Customer may not assign any of its rights and obligations under these T&Cs to any third party, without the First Circle’s prior written consent.
11.2 These T&Cs shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising from or in connection with the terms herein shall be brought exclusively before the jurisdiction of the competent courts of Taguig City, Philippines, to the exclusion of all other venues.
11.3 In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of these T&Cs, which shall continue in full force and effect.
11.4 First Circle shall regularly conduct a review of these T&Cs and if necessary, may amend or modify any of the terms or conditions set out herein. By continuing to avail of the Product, Customer shall be deemed to agree to be bound by the amended or modified terms and conditions.
12.1 If you have questions regarding these T&Cs, please contact us at the details found on www.firstcircle.ph/contact-us or your designated account manager and/or relationship manager.