1.1 These Future Salary Access Terms and Conditions (the “T&Cs”) set out the details and terms and conditions that shall govern First Circle’s provision of its Future Salary Access 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 Partner SME and whose identities and personal details are made known and communicated to First Circle and who are represented by Partner SME 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 any necessary documents to effect such instructions with respect to the handling, management, and operation of the Product.
2.3 “Balance” means all amounts due and payable by a Borrower to First Circle in connection with the Product, including principal, interest, fees, and applicable charges.
2.4 “Borrower” means an employee of the Partner SME who has been approved by First Circle and has availed of the Product.
2.5 “Final Pay” means any final amount due to an employee of a Partner SME whose employment has been terminated which shall include but shall not be limited to final pay, 13th month pay, holiday pay accrual, and other monetary benefits granted by the Partner SME.
2.6 “First Circle” means First Circle Growth Finance Corp., an entity duly incorporated under the laws of the Republic of the Philippines.
2.7 “Partner SME” means the person or entity availing of the Product from First Circle.
2.8 “Repayment” means the payment by the Partner SME to First Circle of amounts deducted from a Borrower’s salary pursuant to the Payroll Product, which amounts are applied toward payment of the Borrower’s outstanding Balance in accordance with these T&Cs.
3.1 Partner SME shall undergo First Circle assessment. As such, First Circle shall request for information from Partner SME for purposes of credit assessment.
3.2 First Circle’s grant of this Product to Partner SME shall be conditioned upon the Partner SME undergoing assessment by First Circle.
3.3 First Circle may reassess the Partner SME at any time during the term of these T&Cs. If the Partner SME fails a reassessment, First Circle may suspend or discontinue access to the Product without liability.
4.1 Subject to eligibility and applicable terms, the Partner SME may make the Product available to its employees. Availment of the Product is conditional upon the Partner SME being enrolled in First Circle’s Payroll Product, through which all Borrower repayments shall be processed via payroll deduction.
4.2 First Circle shall provide the Product, as specifically detailed in Annex A - Future Salary Access Product Details, for Partner SME’s employees.
4.3 Partner SME shall determine who among its employees shall be qualified for endorsement to First Circle for purposes of applying for the Product. However, all Endorsed Employees (as defined below) should be (1) regular and full-time employees, (2) should not be term or project based employees, and (3) must be included in the regular payroll schedule of the Partner SME as enrolled in First Circle’s Payroll Product.
4.4 Partner SME shall provide First Circle a list of employees that are qualified to avail of the Product which shall include information required by First Circle as set out in a separate form to be given to Partner SME (“Endorsed Employees”).
Submission by the Partner SME of a list of Endorsed Employees constitutes formal endorsement for purposes of Product application only and does not guarantee approval by First Circle.
The Partner SME represents that it has obtained all required employee consents for the disclosure of information necessary for Product evaluation and administration.
4.5 Partner SME shall immediately inform First Circle of any of the following instances:
4.5.1 If there is any addition or deletion, from the list of Endorsed Employees;
4.5.2 If an Endorsed Employee submitted a resignation letter and, if accepted, the last day of employment with the Partner SME;
4.5.3 If an Endorsed Employee has been terminated and the last day of employment with the Partner SME;
4.5.4 If an Endorsed Employee is issued a written or verbal warning, NTE, PIP or equivalent notice due to the employee’s poor performance or misconduct; and
4.5.5 Subject to securing proper consent of the Endorsed Employee, upon receipt of information that the Endorsed Employee is involved in any court cases and criminal or suspicious activities.
4.6 Partner SME represents and warrants that in providing the details set out in the list of Endorsed Employees, it has secured proper consent from the such employees and they were informed that First Circle may reach out to them regarding the Product.
4.7 If a Partner SME’s employee applies for the Product after First Circle reaches out to them, First Circle shall process their application for availment of the Product.
4.8 The Product application and documents of each Borrower shall be subject to First Circle’s evaluation and policies. First Circle shall conduct individual credit evaluation. Approval of individual Product applications shall be based on the result of individual credit evaluations.
4.9 Once a Partner SME’s employee passes the assessment by First Circle (now a Borrower), they shall be offered the Product and shall be required to sign a separate Loan Agreement with First Circle (“Employee Loan Agreement”) to avail of the Product.
4.10 Upon signing of the Employee Loan Agreement, First Circle shall inform the Partner SME of the following details of the Borrower:
4.10.1 Name of the Qualified Employee
4.10.2 Monthly Repayment
4.10.3 Maturity Date
4.11 First Circle shall have the right to suspend additional grants of the Product to Partner SME’s employees for any reasons including but not limited to aggregate Partner SME employee loan exposure and employee risk profile.
4.12 The Partner SME agrees to grant First Circle access to relevant information under First Circle’s Payroll Product as proof of and for the purpose of confirming payroll deductions corresponding to the Borrowers’ repayments. The Partner SME represents that it has obtained all necessary borrower consents for such access and disclosure in accordance with applicable data privacy laws.
5.1 The Partner SME shall deduct the applicable repayment amounts from Borrowers’ salaries through First Circle’s Payroll Product and shall remit such deducted amounts to First Circle on each payroll run. It is the responsibility of the Partner SME to deduct any Balance from the salaries of Borrowers.
5.2 Failure by the Partner SME to remit any Repayment to First Circle when due shall constitute a material breach of these T&Cs and shall accrue penalty interest at the rate of two percent (2%) per week, calculated on the unpaid amount until fully paid. For the avoidance of doubt, payroll deduction alone shall not constitute payment unless the deducted amounts are successfully remitted to First Circle.
5.3 In the event of the Borrower’s resignation, separation, or termination from the Partner SME, the Partner SME agrees, unless otherwise agreed with First Circle in writing or electronic mail, that it shall deduct any unpaid claims or Balance from the Borrower’s final pay, to the extent legally permitted.
6.1 Upon the termination of a Borrower’s employment with the Partner SME, whether by resignation or termination, the Partner SME shall apply any Final Pay amounts due to the Borrower, to the extent legally permitted, toward the Borrower’s outstanding Balance by processing such amounts through First Circle’s Payroll Product. Such application and remittance shall be completed prior to or on the same day that the Final Pay would otherwise be released to the Borrower.
6.2 Failure by the Partner SME to apply and remit any Final Pay amounts toward the outstanding Balance in accordance with this Clause shall constitute a material breach of these T&Cs and shall incur a late payment penalty of two percent (2%) per week, calculated on a pro-rata basis on the unpaid amount until fully paid (the “Late Payment Penalty”). For purposes of this Clause, a “week” shall mean seven (7) consecutive calendar days.
6.3 If the Final Pay is insufficient to fully satisfy the Borrower’s outstanding Balance, the Partner SME shall have no liability for any remaining unpaid amount. Any such remaining Balance shall be pursued solely by First Circle directly against the Borrower in accordance with the applicable Employee Loan Agreement. For the avoidance of doubt, the Partner SME shall not be required to advance or fund any amount in excess of the Final Pay legally due to the Borrower.
7.1 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.
8.1 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.
9.1 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 Partner SME and its relevant employees.
9.2 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.
9.3 Partner SME 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.
9.4 In all cases where Partner SME provides personal information and sensitive personal information of its employees and Authorized Representatives to First Circle, Partner SME represents and warrants that it had obtained all necessary and required consents and authorizations,including consent for First Circle to communicate with Partner SME’s employees in connection with the Product, in accordance with applicable data privacy laws., 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.
10.1 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.
11.1 Partner SME 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) Partner SME or Partner SME’s Authorized Representative/s’ fraud, willful misconduct or gross negligence, (b) actions or inactions of Partner SME’s Authorized Representative/s, or (c) Partner SME’s breach of this Agreement. In no event shall First Circle be liable to the Partner SME 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.
12.1 These T&Cs shall be effective as of the date accepted by the Partner SME and shall remain in effect unless earlier terminated in accordance with the provisions below.
12.2 Termination for Cause. Either Party may terminate these T&Cs immediately upon written notice of the other Party:
12.2.1.1 commits a material breach of any provision of these T&Cs and fails to remedy such breach within thirty (30) days from receipt of written notice;
12.2.1.2 becomes insolvent or the subject of any insolvency, rehabilitation, or liquidation proceedings;
12.2.1.3 engages in any unlawful or unethical conduct that materially affects the terminating Party’s rights or interests; or
12.2.1.4 in the case of Partner SME, fails to pass a reassessment conducted by First Circle, as provided under Clause 3 of these T&Cs.
12.3 Termination for Convenience. These T&Cs may be terminated at any time upon mutual written agreement of the Parties. The effective date of termination shall be as stated in the agreement, or if none is stated, upon execution of the mutual written agreement.
12.4 Effect of Termination. Termination of these T&Cs shall not affect:
12.4.1.1 any obligations or liabilities incurred by either Party prior to the effective date of termination;
12.4.1.2 the validity or enforceability of any outstanding Employee Loan Agreements, which shall remain in full force and effect and continue to be administered in accordance with their terms;
12.4.1.3 the Partner SME’s obligation to remit any Final Pay due to Borrowers to First Circle in accordance with Clause 6 of these T&Cs;
12.4.1.4 the Partner SME’s obligation to cooperate with First Circle in facilitating the continued collection of any outstanding Balances from Borrowers, including but not limited to providing payroll documentation or contact information of affected Borrowers, to the extent permitted by law and with proper consent.
12.5 Wind Down Period. Unless the Parties agree otherwise in writing, a minimum wind-down period of sixty (60) days from the effective date of termination shall apply. During this period:
12.5.1.1 No new Borrowers shall be endorsed or processed under the Product; and
12.5.1.2 Both Parties shall cooperate to ensure orderly settlement and continuation of obligations with respect to existing Borrowers.
13.1 Partner SME 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.
13.2 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.
13.3 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.
13.4 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, Partner SME shall be deemed to agree to be bound by the amended or modified terms and conditions.
14.1 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.