1.1 These Payroll Terms and Conditions (the “T&Cs”) set out the details and terms and conditions that shall govern First Circle’s provision of its Payroll product (“Product”).
1.2 By agreeing to these T&Cs, the Client agrees to be bound by and comply with:
1.2.1 these T&Cs; and
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 these T&Cs 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 Client and whose identities and personal details are made known and communicated to First Circle and who are represented by Client 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 “Client” means the person or entity availing of the Product from First Circle.
2.4 “Client Employees” means the individuals managed by the Client within the Product for payroll purposes. Client Employees receive salary payments based solely on payroll cycles approved by the Client.
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 “Payroll” refers to the Client’s process of determining Client Employees’ compensation for a defined Payroll Cycle, in accordance with applicable laws and regulations, and effecting the disbursement of salaries to employee bank accounts through the Product, together with the associated record-keeping of payroll cycles and payouts.
2.7 “Payroll Cycle” refers to a specific payroll period established by the Client during which Client Employee compensation is calculated, reviewed, approved, finalized, and disbursed through Payroll Payouts.
2.8 “Payroll Payout” means the execution of payments of salaries due to Client Employees, initiated by the Client and processed through the Product.
3.1 The Client shall be subject to an assessment by First Circle. For this purpose, First Circle may request such information and documents from the Client as may be reasonably necessary to assess the Client’s eligibility for the Product.
3.2 The availability of the Product is conditional upon the Client’s successful completion of First Circle’s assessment. If First Circle determines that the Client has passed such assessment, the Client 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 Client. If First Circle determines, in its reasonable discretion, that the Client no longer meets the applicable assessment criteria, First Circle reserves the right to suspend or withdraw the availability of the Product.
4.1 The Product enables the Client to manage Client Employee records, configure payroll settings, create and approve Payroll Cycles, and disburse Salaries to employee bank accounts through the First Circle Platform. Availment of the Product is conditional upon the Client being enrolled in and maintaining an active First Circle Business Accounts product, which shall be used for the funding and execution of Payroll Payouts under the Product.
4.2 First Circle acts solely as a technology provider. The Product provides payroll processing and payment execution infrastructure only. First Circle does not act as an employer, co-employer, labor contractor, payroll agent, or fiduciary of the Client or the Client Employees.
4.3 The Client shall be solely responsible for the accuracy, completeness, and legality of all Payroll data processed through the Product, including all government-mandated deductions and taxes withheld. First Circle shall not be liable for any errors, omissions, or inaccuracies arising from data input or instructions provided by the Client, its Authorized Representatives, or Authorized Users.
4.4 The Product allows the Client to:
4.4.1 Store and maintain Client Employee records and payroll data as provided by the Client
4.4.2 Calculate Payroll Payout to be processed based on data and information provided by Client
4.4.3 Executes Payroll Payouts after Client’s approval
4.5.1 The Client may create and maintain Client Employee records, which serve as the basis for Payroll processing. Client Employee records may include, but are not limited to:
4.5.2 Employee records, including those of terminated employees, may be retained through the Product for record-keeping, legal and regulatory compliance and audit purposes.
4.5.3 It is the responsibility of the Client to ensure that Client Employee records are accurately updated and maintained to reflect:
Payroll Payouts are executed using the bank account details on record at the time the Payroll is approved. Accordingly, First Circle shall not be liable for any failed, delayed, or misdirected Payroll Payouts arising from inaccurate, incomplete, or outdated information provided by the Client.
4.6 The Client shall designate a separate bank account, maintained through First Circle’s Business Accounts product, for purposes of using the Product, including the funding and execution of Payroll Payouts.
4.7 The Client may be required to assign users to designated payroll roles within the Product, such as:
4.7.1 Preparer, who may create and edit payroll drafts; and
4.7.2 Approver, who may review and approve payroll drafts for execution.
Only users designated as Approvers shall be authorized to approve payroll for Payroll Payout. The Client is solely responsible for assigning, managing, and revoking Product roles/authorization and ensuring that only duly Authorized Representative/s or Authorized User/s are permitted to prepare or approve Payroll within the Product.
4.8 First Circle shall be entitled to rely on any Payroll preparation or approval made through the Product by Authorized Representative/s or Authorized User/s assigned to the relevant Payroll roles/authorization and shall have no obligation to verify the authority, accuracy, or appropriateness of such actions. First Circle shall not be liable for any loss, error, or consequence arising from payroll drafts prepared or payroll approvals given by the Client’s Authorized Representative/s or Authorized User/s.
4.9 Payroll is executed strictly based on Payroll data approved by the Client. Once a Payroll Cycle has been approved and executed, it cannot be edited or reversed through the Product. Any corrections or adjustments to approved or executed Payroll, including errors in amounts, employee inclusion, or deductions, must be addressed by the Client through either:
4.9.1 subsequent Payroll Cycles; or
4.9.2 manual reconciliation or adjustment outside the Product.
4.10 The Product does not automatically reverse or amend executed Payroll Payouts, and First Circle shall not be liable for errors or adjustments arising from approved payroll data.
5.1 The Client 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 Client’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 Each Party represents and warrants that:
6.1.1 it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization;
6.1.2 it has full power and authority to enter into these T&Cs and to perform its obligations hereunder; and
6.1.3 the execution, delivery, and performance of these T&Cs do not and will not violate any applicable law, regulation, judgment, order, agreement, or organizational document binding upon it.
6.2 The Client further represents and warrants that:
6.2.1 it is the lawful employer of the Client Employees and has full authority to process Payroll and effect Payroll Payouts on their behalf;
6.2.2 all information, data, and documents provided to First Circle in connection with the Product are accurate, complete, and not misleading; and
6.2.3 its use of the Product complies with all applicable labor, tax, data privacy, and regulatory requirements.
7.1 Confidentiality
First Circle agrees that it shall keep confidential any and all information obtained or received in connection with the provision of the Product, including but not limited to payroll data, Client Employee records, compensation details, bank account information, and business information (“Confidential Information”)
Unless otherwise permitted under these T&Cs or required by applicable law, regulation, government authority, or court order, First Circle shall not disclose Confidential Information to any third party except as necessary to provide and support the Product.
7.2 Data Privacy and Data Sharing
7.2.1 The Client acknowledges and agrees that, for purposes of providing, operating, maintaining, and supporting the Product, First Circle may collect, process, store, use, and disclose personal data and business information relating to the Client, Client Employees, Authorized Representatives, and Authorized Users for legitimate and specified purposes, including payroll processing, payment execution, reconciliation, audit, and regulatory compliance.
7.2.2 Personal data may be shared with: (a) First Circle’s Affiliates; (b) third-party service providers, contractors, and vendors engaged by First Circle, including banking partners, payment processors, cloud service providers, data hosting providers, security providers, and technology partners; (c) financial institutions and payment partners involved in the execution, settlement, or reconciliation of Payroll Payouts; and (d) government authorities, regulators, courts, or law enforcement agencies, where disclosure is required or permitted by applicable law, regulation, subpoena, or lawful order. Any such disclosure shall be limited to what is necessary and proportionate for the relevant purpose and subject to appropriate confidentiality and data protection obligations.
7.2.3 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.
7.2.4 The Client represents and warrants that it has established a valid lawful basis and obtained all necessary consents and authorizations from Client Employees and Authorized Representatives for the collection, processing, and sharing of their personal data as contemplated herein. First Circle shall be entitled to rely on such representations and shall not be responsible for verifying the existence, validity, or sufficiency of such consents or lawful bases.
7.2.5 For purposes of applicable data protection laws, the Client acts as the personal information controller in respect of Client Employee data, while First Circle acts as a personal information processor or independent personal information controller, as applicable, solely in connection with the provision of the Product.
7.2.6 Personal data shall be retained only for as long as necessary to fulfill the foregoing purposes or as required by applicable law, and shall be securely disposed of thereafter. Any cross-border transfer of personal data shall be subject to appropriate safeguards in accordance with applicable data protection laws.
8.1 All intellectual property rights, titles, and interests in and to the Product, the First Circle Platform, and all related software, systems, processes, documentation, trademarks, trade names, copyrights, and other proprietary materials (collectively, the “First Circle IP”) are and shall remain the exclusive property of First Circle and/or its Affiliates.
8.2 Nothing in these T&Cs shall be construed as granting the Client any ownership interest in the First Circle IP. The Client is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Product solely for its internal business purposes and strictly in accordance with these T&Cs.
8.3 The Client shall not, and shall not permit any third party to, copy, modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to derive the source code or underlying structure of the Product, except to the extent expressly permitted by applicable law.
9.1 Client 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) Client or Client’s Authorized Representative/s and/or Authorized Users’ fraud, willful misconduct or gross negligence, (b) actions or inactions of Client’s Authorized Representative/s and/or Authorized Users, or (c) Client’s breach of these T&Cs.
In no event shall First Circle be liable to the Client for any special, incidental, indirect or consequential damages (even if Client 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.
10.1 These T&Cs shall be effective as of the date accepted by the Client 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 Client, 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 Client. The Client 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, the Client’s access to the Product shall be suspended or terminated, no new Payroll Cycles or Payroll Payouts may be initiated, and all Payroll Cycles approved or Payroll Payouts executed prior to termination shall remain the Client’s sole responsibility.
11.1 Client 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, Client 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.