Terms & Conditions – Cards

1. Introduction

1.1 These Business Premium Card Terms and Conditions (the “T&Cs”) set out the details and terms and conditions that shall govern First Circle’s provision of its First Circle Business Premium Card (the “Card”) and related services (collectively, the “Product”), including the Credit Line extended by First Circle to the Client under the Credit Line Agreement, the proceeds of which shall be disbursed to, and availed of by, the Client exclusively through the use of the Card.

1.2. The Card is issued by Netbank (A Rural Bank) Inc. (the “Issuer”), pursuant to the rules of the Applicable Card Network and is made available through the First Circle platform operated by First Circle Growth Finance Corp. (“First Circle”).

1.3 By agreeing to these T&Cs, the Client agrees to be bound by and comply with:

1. 1.3.1 these T&Cs and the Credit Line Agreement; and
   1.3.2 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”).
2. The First Circle Platform T&Cs are read and construed together with these T&Cs. All capitalized terms used in these T&Cs shall have the meanings given to them in the First Circle Platform T&Cs unless otherwise defined herein. In case of conflict, these T&Cs shall prevail with respect to the Product.

‍1.4 The commercial terms applicable to the Product, including applicable rates, fees, charges, Interest-Free Periods, and specific figures, are set out in the Annex to these T&Cs (the "Annex"), which forms an integral part of these T&Cs and is incorporated herein by reference. In the event of any conflict between the Annex and these T&Cs, these T&Cs shall prevail unless the conflict specifically relates to a commercial term, in which case the Annex shall govern.

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2. Definitions

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 “Applicable Card Network” refers to the global payment card scheme or network (such as Visa or Mastercard) under whose brand, rules, guidelines, and infrastructure the Card is issued, processed, and accepted.

2.3 “ATM Withdrawal” means a cash withdrawal using the Card through an automated teller machine.

2.4 “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.

2.5 “Authorized User” means a natural person designated by the Client and authorized to manage operational matters, access statements of account, initiate payments, and provide instructions related to the Card Account on the Client's behalf.

2.6 “Auto-Debit Authority” has the meaning given to it in Section 4.6.9.‍

2.7 "Blocked Status" means a Card Account status, triggered automatically when the Client fails to pay at least the Minimum Amount Due on or before the Payment Due Date, under which the Card Account is restricted from further use, no drawdown is permitted, and a Late Payment Fee shall accrue on top of interest, until the Client settles the amounts specified in Section 4.6.8 of these T&Cs.

2.8 “Business Day” means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in Metro Manila.

2.9 “Card” means the First Circle Business Premium Card, a prepaid card issued by the Issuer to the Client and its Cardholders, which may be issued in the form of a Digital Card or Physical Card.

2.10 “Card Account” refers to the designated account established by First Circle and the Issuer in the Client’s name, under which all Card transactions, fees, charges, payments, and Pre-Fund Balances are recorded and consolidated.

2.11 “Cardholder” means a natural person designated by the Client and authorized to hold and use a Card issued under the Client’s Card Account on the Client’s behalf.

2.12 “Cashback” refers to a percentage or amount of eligible spend returned or credited to the Client's Card Account based on the active Repayment Plan or Pre-Fund status.

2.13 “Client” means the person or entity availing of the Product from First Circle.

2.14 “Credit Limit” means the maximum amount that may be outstanding under the Credit Line at any given time, to be shared across all Cards issued under the Client's Card Account, as assigned and determined by First Circle.

2.15“Credit Line” means the credit line extended by First Circle to the Client under the Credit Line Agreement.

2.16 “Credit Line Agreement” means the agreement between First Circle and the Client governing the Credit Line, including any disclosure statement issued under it.

2.17 “Cut-Off Time” means 9:00 PM on the Payment Due Date by which payments must be successfully cleared and posted to the Card Account to be considered received on that Business Day.

2.18 “Digital Card” means the digital representation of the Card, active from the time of issuance, which may be used for online, e-commerce, and other card-not-present transactions prior to or in lieu of a Physical Card. The issuance and use of the Digital Card shall be subject to such additional terms and conditions as First Circle may issue from time to time.

2.19 “Drawdown” means each disbursement under the Credit Line made through a Card transaction.

‍2.20 “FCBA” means the Client’s Business Account with the Issuer, as defined in the First Circle Platform T&Cs.

2.21“First Circle” means First Circle Growth Finance Corp., a financing company duly incorporated under the laws of the Republic of the Philippines.

2.22 “First Circle Platform” means the online platform, application, and digital infrastructure operated by First Circle through which the Client accesses and manages the Product and Card Account.

2.23 “Interest-Free Period” refers to the period following the Statement Date, the length of which is determined by the Client’s selected Repayment Plan as specified in the Annex, during which no interest is charged on eligible purchases, subject to (a) the Client’s Card Account being in Transactor status entering the billing period, and (b) full payment of the statement balance on or before the Payment Due Date. 

2.24 “Issuer” means Netbank (A Rural Bank) Inc., the regulated financial institution responsible for issuing the Card pursuant to the rules of the Applicable Card Network.

2.25 “Late Payment Fee” means the fee specified in the Annex for failure to pay at least the Minimum Amount Due on or before the Payment Due Date.

2.26 “Minimum Amount Due” refers to the minimum required payment that the Client must successfully clear on or before the Payment Due Date to maintain the Card Account in good standing and avoid Late Payment Fees.

‍2.27 "Other Loan Facility" means any other loan, credit line, or financing facility extended by First Circle or its Affiliates to the Client, apart from the Product, under which the Client maintains an outstanding balance.

2.28 “OTP” (One-Time Password) means a dynamically generated, temporary password sent to the Cardholder’s registered mobile number or email address, used as an additional security feature to authenticate online Card transactions.

2.29 “Party” means First Circle or the Client, and “Parties” means both.

2.30 “Payment Due Date” refers to the date by which the Total Amount Due or at least the Minimum Amount Due must be successfully cleared and paid by the Client to avoid late fees, penalties, and/or interest charges.

2.31 “Physical Card” means the tangible payment card issued to the Cardholder, which must be activated upon receipt before it can be used for in-person, point-of-sale transactions.

2.32 “Pre-Fund” refers to a status in which the Client has loaded funds from its FCBA, which funds are held by the Issuer (the “Pre-Fund Balance”), in excess of its Credit Limit, enabling spending from the Pre-Fund Balance and earning a premium Cashback rate.

2.33 “Product” refers collectively to the First Circle Business Premium Card, the Card Account, and all related services, features, and platform capabilities provided by First Circle and the Issuer.

2.34 “Repayment Plan” refers to the Client's selected billing cycle (Weekly, Bi-Weekly, or Monthly) which determines the applicable Cashback rate and Interest-Free Period for eligible Card transactions in that billing period. The Client may select or change its Repayment Plan through the First Circle Platform, at any time. Any such change shall take effect from the following billing period and shall not affect the Cashback rate or Interest-Free Period applicable to the billing period already in progress, subject to Section 4.5.

2.35 "Revolver" means a Card Account status in which the Client carries an outstanding balance from a preceding billing period, such that interest accrues on the outstanding balance from the Statement Date without an Interest-Free Period.

2.36“Statement Date” means the date each billing cycle closes and a Statement of Account (SOA) is generated.

2.37 “Statement of Account” or “SOA” means the electronic or printed billing statement generated at the end of each billing cycle, summarizing all transactions, fees, payments, finance charges, and the amounts due under the Card Account.

2.38 “Total Amount Due” means the entire outstanding balance on the Card Account as of the Statement Date, including all new purchases, ATM Withdrawals, fees, finance charges, and penalties.

2.39 "Transactor" means a Card Account status in which the Client has paid the Total Amount Due in full for the immediately preceding billing period, entitling the Client to the applicable Interest-Free Period in the current billing period.

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3. Client Assessment

3.1 The Client shall be subject to an assessment by First Circle prior to approval of the Product. To be eligible for the Product, the Client must be a duly registered business entity in the Philippines and must maintain an active First Circle Account and FCBA in good standing. 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, including information relating to the Client's business operations, financial profile, creditworthiness, and compliance status, including Know-Your-Customer (KYC) procedures, customer due diligence, and verification requirements in accordance with applicable laws and regulations, including the Anti-Money Laundering Act (AMLA) and related rules.

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 satisfies the applicable assessment criteria, the Client may be approved for the Product subject to these T&Cs and any applicable First Circle Platform T&Cs. Notwithstanding the foregoing, First Circle reserves the right, in its sole discretion, to approve or decline any application for the Product without obligation to disclose the reason for such decision.

3.3 First Circle may, at any time during the term of these T&Cs, conduct a reassessment of the Client for such relevant purposes such as but not limited to credit review, risk management, fraud prevention, the Client’s outstanding balance under any Other Loan Facility, KYC verification, and compliance with applicable laws and regulations, including the AMLA and related regulatory requirements. First Circle may conduct independent verification with relevant government agencies, regulatory authorities, financial institutions, credit bureaus, and third-party data providers, including but not limited to the Securities and Exchange Commission (SEC), the Bureau of Internal Revenue (BIR), and other competent sources. The Client consents to such verification and waives any confidentiality restrictions to the extent necessary for First Circle to perform such verification.

‍3.4 If First Circle determines that the Client no longer satisfies the applicable assessment criteria or presents increased credit, compliance, or regulatory risk, First Circle may take such actions as it deems appropriate, including adjusting the Client’s Credit Limit, suspending the Client’s access to the Product, or terminating the Product in accordance with these T&Cs.

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4. Product: Business Premium Card

4.1 OVERVIEW

4.1.1 The Card is the exclusive mechanism through which the Client accesses and avails of the proceeds of the Credit Line. Each purchase, ATM Withdrawal, or other transaction made using the Card shall constitute a Drawdown in the corresponding amount, the proceeds of which shall be credited to the Card’s prepaid balance with the Issuer for settlement of the transaction, and shall create a valid and binding payment obligation of the Client under the Credit Line Agreement. The Product enables the Client and its designated Cardholders to make business-related payments through the Card at merchants that accept the Applicable Card Network, subject to the assigned Credit Limit. Personal use of the Card by any Cardholder, Authorized Representative, or Authorized User is strictly prohibited. The Card remains the sole and exclusive property of the Issuer, is strictly non-transferable, and may only be used by the Cardholder designated by the Client through the First Circle Platform.

4.1.2 First Circle acts as program manager of the Card program and as lender under the Credit Line. First Circle does not act as a bank, deposit-taking institution, financial advisor, or fiduciary of the Client. Neither the Credit Line nor any Pre-Fund Balance constitutes a deposit with First Circle, earns interest, or is insured by the Philippine Deposit Insurance Corporation (PDIC).

4.1.3 The Client and its designated Cardholders shall be jointly and severally liable for all transactions, fees, and charges made using the Card. The Client further acts as surety for all obligations of its Authorized Representatives, Cardholders, and Authorized Users. First Circle and the Issuer shall not be liable for any errors, losses, or unauthorized transactions arising from instructions or use of the Card by the Client's Authorized Representatives, Cardholders, or Authorized Users, nor for any loss or embarrassment if the Card is not honored by any merchant. The Client agrees to maintain an alternative payment method at all times.

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4.2 CARD ISSUANCE AND CARDHOLDERS

4.2.1 Upon approval, First Circle may cause the Issuer to issue a Digital Card linked to the Client's Card Account, active from the date of issuance. A Physical Card may subsequently be issued and delivered to the designated Cardholder at the Client's registered address and must be activated before it may be used for in-person transactions. The Client authorizes First Circle, the Issuer, or their authorized courier to deliver the Physical Card to the designated Cardholder or, in the Cardholder's absence, to any officemate, co-worker, or authorized representative at the registered delivery address, and holds First Circle and the Issuer free and harmless from any claim, loss, or liability arising from such delivery. The Card shall remain valid until the last calendar day of the expiry month indicated on its face; renewal or replacement upon expiration is at the sole discretion of First Circle and the Issuer.

4.2.2 The Client may designate one or more Cardholders, each of whom must be a natural person duly authorized to make transactions using the Card for legitimate business purposes. The Cardholder shall sign the Physical Card immediately upon receipt. The Client shall be fully responsible and liable for all transactions made using the Card by any Cardholder, employee, or Authorized Representative, including transactions made using a Digital Card prior to receipt of any Physical Card and regardless of whether the Physical Card bears the Cardholder's signature. First Circle shall be entitled to rely on any transaction or instruction made using the Card by a designated Cardholder and shall not be required to verify the authority or appropriateness of such use.

4.2.3 All Cards issued under the Client's Card Account remain the property of the Issuer. When issuing a renewal or replacement Card, First Circle or the Issuer may change the Card number, expiry date, or other Card credentials. The Client shall be solely responsible for updating any recurring payment arrangements with merchants; First Circle shall not be liable for any declined transactions resulting from the Client's failure to do so. Any Card that is expired, replaced, or no longer authorized for use must be promptly deactivated and physically destroyed by cutting through the EMV chip and magnetic stripe.

4.3 CARD ACCOUNT AND CREDIT LIMIT

4.3.1 Each Card issued under the Product shall be linked to a Card Account established in the Client's name. First Circle may assign a Credit Limit to the Client's Card Account based on the Client's financial profile, business activity, and credit assessment. The Credit Limit represents the aggregate maximum outstanding balance available under the Card Account, shared across all Digital Cards and Physical Cards issued under the Client's Card Account. All purchases, fees, finance charges, penalties, interest, and other charges incurred under these T&Cs shall be charged against the available Credit Limit.

4.3.2 First Circle may review and may increase, reduce, suspend, or withdraw the Credit Limit at its sole discretion, with or without prior notice to the Client, based on updated credit assessments, account performance, regulatory requirements, or other risk considerations. The Client shall have the option to decline any Credit Limit increase. Transactions that would cause the outstanding balance to exceed the Credit Limit shall be declined. If the Credit Limit is exceeded for any reason, the amount in excess shall become immediately due and demandable without need of further notice or demand. The available Credit Limit shall be replenished only after payments have been successfully cleared and posted to the Client's Card Account.

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4.4 CARD USAGE

4.4.1. The Card may be used by the Client or its designated Cardholders to make payments for legitimate business expenses through merchants that accept the Applicable Card Network, subject to the assigned Credit Limit and any applicable transaction limits. The Card shall not be used for personal expenses of any Cardholder or for any transaction that is illegal or prohibited under applicable law, the rules of the Applicable Card Network, or these T&Cs.

4.4.2 Without limiting the foregoing, the Card must not be used for: (a) transactions involving illegal activities, gambling, or games of chance where prohibited by law; (b) the purchase of goods or services whose importation into the Philippines is disallowed or restricted under applicable laws, including BSP Circular No. 1389, as amended; or (c) any ATM Withdrawal whose proceeds are used for foreign investments, the payment of foreign loans, or any purpose in violation of applicable foreign exchange regulations.

4.4.3 First Circle and the Issuer reserve the right to decline, suspend, reverse, or block any transaction which they determine, at their sole discretion, to be connected with illegal activity, unacceptable transactions, gambling, or any activity that may expose First Circle, the Issuer, or the Client to regulatory, legal, or reputational risk. This right shall be without prejudice to First Circle's ability to suspend or terminate the Card Account and to submit reports to the Anti-Money Laundering Council (AMLC) or other competent authorities as required under applicable laws.

4.4.4 Use of the Card is subject to transaction limits as may be set by First Circle from time to time, including limits on individual transactions, daily transactions, the number of transactions within a given period, and ATM cash withdrawals. First Circle and the Issuer shall not be responsible for any defect or failure in the goods or services purchased using the Card. Any dispute with a merchant shall be resolved directly between the Client and the merchant, and the Client shall pay all amounts due. Any amount resolved in Client’s favour shall be credited back to the Card Account.

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4.5 REPAYMENT PLANS AND REWARDS

4.5.1 The Business Premium Card is a single card product under which the rewards earned on eligible Card transactions are determined by the Client's selected Repayment Plan. The available Repayment Plans are Weekly, Bi-Weekly, and Monthly, each carrying its own Cashback rate and Interest-Free Period as set out below and in the Annex.

4.5.2 Eligible Card transactions earn Cashback and an Interest-Free Period based on the Client's selected Repayment Plan, at the rates and for the periods specified in the Annex for each of the Weekly, Bi-Weekly, and Monthly Repayment Plans. No interest shall be charged on eligible purchases provided the Client pays the full statement balance on or before the Payment Due Date. If the full statement balance is not paid by the Payment Due Date, the Interest-Free Period shall be deemed forfeited, the Client's Card Account shall be in Revolver status for the following billing period, and interest shall apply to the outstanding balance at the interest rate specified in the Annex, calculated from the Statement Date. Cashback is calculated based on the net transaction amount, excluding fees, taxes, reversed transactions, and other transactions excluded under Section 4.5.6.

4.5.3 Cashback earned under the applicable Repayment Plan shall be credited to the Client's Card Account [within 30 days of the Statement Date / at the end of each month] and shall not expire while the Card Account remains active and in good standing. [A cashback cap per billing cycle may apply.] In the event that the Card Account is suspended, cancelled, or terminated by First Circle due to default, fraud, or breach of these T&Cs, any unredeemed Cashback shall be automatically forfeited without need of prior notice or demand, and the Client expressly waives any right to redeem or claim such forfeited Cashback.

4.5.4 The default Repayment Plan upon activation of the Card shall be [Weekly / Bi-Weekly / Monthly]. The Client may change its Repayment Plan through the First Circle Platform at any time, free of charge. Any such change shall take effect from the following billing period and shall not affect the Cashback rate or Interest-Free Period applicable to the billing period already in progress.

4.5.5 Cashback is managed at the Card Account level and cannot be allocated or redeemed at the level of individual Cardholders. Cashback may be redeemed [by offsetting the statement balance / transferring to the Client’s First Circle account / other redemption options made available by First Circle].

4.5.5 First Circle reserves the right to retract, deduct, reverse, or re-compute Cashback where it determines, at its sole discretion, that Cashback has been credited in error or has resulted from abuse, fraud, system error, or transactions that are subsequently reversed or invalidated.

4.5.6 Cashback applies only to eligible spend. The following transactions are excluded from Cashback:

1. (1) ATM Withdrawals;
2. (2) balance transfers and installment conversions;
3. (3) quasi-cash transactions, including but not limited to e-wallet top-ups, remittances, money transfers, and cryptocurrency purchases;
4. (4) Card fees, subscription fees, interest charges, penalties, and other fees or charges;
5. (5) government-related transactions, including taxes and fines, if applicable;
6. (6) gambling, adult content, financial services, or other restricted merchant categories; and
7. (7) reversed, refunded, or disputed transactions.

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4.6 BILLING AND PAYMENT

4.6.1 The Card Account shall operate on a billing cycle corresponding to the Client's selected Repayment Plan as further described in Section 4.5. A Statement of Account ("SOA") shall be generated on the Statement Date, reflecting all transactions made using any Card issued under the Client's Card Account, including purchases, fees, charges, repayments, finance charges, and applicable Cashback.

4.6.2 The SOA shall be made available to the Client through the First Circle Platform and/or delivered to the Client via email within one (1) Business Day of the Statement Date. The Client agrees that its obligation to pay the amount due on or before the Payment Due Date shall not depend on the actual receipt of the SOA. Non-receipt or delayed receipt of the SOA shall not relieve the Client of its obligation to pay the amount due.

4.6.3 The SOA shall be presumed correct unless the Client notifies First Circle in writing of any error or discrepancy within thirty (30) calendar days from the Statement Date. After such a period, the SOA shall be deemed final, binding, and incontestable.

All transactions made using any Card issued under the Client’s Card Account shall be consolidated into a single SOA. Payments shall be made at the Card Account level and it shall not be possible to make separate repayments against individual Cards issued to Cardholders.

4.6.4 The Client shall pay the Total Amount Due, or at least the Minimum Amount Due, as reflected in the SOA on or before the Payment Due Date. If the Payment Due Date falls on a Saturday, Sunday, or public holiday, the Payment Due Date shall automatically be moved to the next Business Day.

Payments must be successfully cleared and posted by the Cut-Off Time on the Payment Due Date. Payments received after the Cut-Off Time shall be deemed received on the next Business Day.

Payments may be made through the following channels:

1. (1) auto-debit from the Client’s FCBA under the Auto-Debit Authority;
2. (2) online bank transfer through InstaPay or PESONet to the virtual bank account designated for repayments under the Client’s Card Account; and
3. (3) such other payment channels as may be made available by First Circle from time to time.

4.6.5 The consequences of full, partial, or non-payment of the Total Amount Due by the Cut-Off Time on the Payment Due Date shall be as follows:

1. (a) if the Client pays the Total Amount Due in full, the Client's Card Account shall be in Transactor status for the following billing period;
2. (b) if the Client pays an amount above the Minimum Amount Due but less than the Total Amount Due, or pays exactly the Minimum Amount Due, the Client's Card Account shall be in Revolver status for the following billing period, and interest shall accrue on the outstanding balance in accordance with Section 4.5.2;
3. (c) if the Client pays an amount less than the Minimum Amount Due, or fails to make any payment, the Client's Card Account shall be placed in Blocked Status, a Late Payment Fee as specified in the Annex shall apply in addition to accrued interest, and no further Drawdown shall be permitted until the Client complies with Section 4.6.8; and
4. (d) if the Client maintains an outstanding balance under any Other Loan Facility at the time of the transaction, the Client's Card Account shall be placed in Blocked Status, upon notice to the Client, regardless of payment made under paragraphs (a) to (c) above.

4.6.6 In the event of partial payment or payment less than the Total Amount Due, payments received shall be applied in the following order of priority:

1. (1) late payment fees and penalties;
2. (2) finance charges and interest;
3. (3) the principal balance of purchases, ATM Withdrawals, and other transactions.

Continued failure to pay the Minimum Amount Due or Total Amount Due may result in the suspension or termination of the Card in accordance with Section 4.9.

4.6.7 If any payment made by the Client is dishonored, reversed, or otherwise fails to clear for any reason, First Circle may charge a returned payment fee and may immediately declare all outstanding amounts under the Card Account due and payable. First Circle may also reattempt the collection or processing of such payment through the same payment channel without further authorization from the Client.

4.6.8 A Client whose Card Account has been placed in Blocked Status may restore the Card Account to active use by paying, in full, the Late Payment Fee, all accrued interest, and the Minimum Amount Due. Upon receipt and clearing of such payment, First Circle shall lift the Blocked Status and the Card Account shall return to Transactor or Revolver status, as applicable, in accordance with Section 4.6.5.

4.6.9 The Client authorizes First Circle to instruct the Issuer to debit the FCBA on each Payment Due Date for the Total Amount Due, or such lower amount not less than the Minimum Amount Due as the Client may elect through the First Circle Platform, and to remit the amount debited to First Circle (the “Auto-Debit Authority”). The Client shall maintain sufficient funds in the FCBA. The Auto-Debit Authority is irrevocable while any amount remains outstanding under the Card Account.

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4.7 FEES AND CHARGES

4.7.1 Use of the Card is subject to applicable fees and charges, which shall be debited to the Client’s Card Account and shall form part of the Total Amount Due. The Client agrees to pay such fees and charges, which may include, but are not limited to:

1. (1) annual or membership fees for the Card Account;
2. (2) Late Payment Fees;
3. (3) ATM Withdrawal fees;
4. (4) foreign transaction fees, cross-border assessment fees, and currency conversion fees;
5. (5) Card replacement, reissuance, and delivery fees; 
6. (6) service fees, including but not limited to statement retrieval fees, refund processing fees, quasi-cash fees, or other operational service charges; and
7. (7) returned payment fees or failed auto-debit or payment processing fees.

4.7.2 The specific amounts, rates, and computation methods of such fees shall be set out in the Annex and the prevailing First Circle Table of Fees and Charges, which shall be made available through the First Circle Platform, website, or other designated channels.

4.7.3 Transactions made in currencies other than Philippine Pesos (PHP) shall be converted to PHP using the Applicable Card Network’s prevailing currency conversion rate (e.g., Visa or Mastercard) at the time the transaction is processed or posted to the Card Account. Such transactions may be subject to a Cross-Border Fee or Foreign Transaction Fee representing the costs incurred in processing international transactions through the Applicable Card Network, the Issuer, and associated financial institutions.

4.7.4 The Client agrees to assume and pay for its own account any and all applicable taxes, duties, and government charges arising from the issuance, maintenance, or use of the Card or the Credit Line, including but not limited to Value-Added Tax (VAT) and Documentary Stamp Tax (DST), where applicable.

4.7.5 First Circle and the Issuer reserve the right to introduce, revise, or amend any applicable fees, charges, or the manner of their computation. The Client shall be notified at least sixty (60) days prior to the implementation of any such amendments through the First Circle Platform, Statement of Account, email, or other communication channels. Continued use of the Card after the effective date of such amendment shall constitute the Client’s acceptance of the revised fees and charges. The Client may cancel the Card Account under Section 4.9.3 before such effective date without penalty.

4.7.6 All fees charged in connection with the Card Account, including annual fees, membership fees, and subscription fees, are non-refundable once billed or paid, even if the Card Account is suspended, cancelled, or terminated prior to the end of the applicable billing period.

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4.8 CARD SECURITY AND LIABILITY

4.8.1 The Cardholder shall keep the Card, Card details, PIN, CVV/CVC, OTP, and any other authentication credentials secure and confidential at all times and shall not disclose such information to any unauthorized person. The Client and its Cardholders shall take all reasonable precautions to prevent unauthorized use of the Card and shall comply with all security requirements and authentication mechanisms communicated by First Circle from time to time.

4.8.2 If a Card is lost, stolen, compromised, or suspected to have been used without authorization, the Client or the Cardholder shall immediately notify First Circle through the official contact channels designated by First Circle. Upon First Circle's actual receipt and recording of such notification, the Card shall be blocked. The Client shall remain fully responsible and liable for all transactions made using the Card prior to First Circle's actual receipt and official recording of the report of loss, theft, or compromise, including transactions that may be unauthorized or fraudulent.

4.8.3 Unauthorized transactions reported within twenty-four (24) hours of the Statement Date may be reviewed for chargeback consideration, subject to the rules of the Applicable Card Network and First Circle's fraud investigation process. First Circle reserves the right to hold, suspend, or delay the crediting of any funds or refunds while a fraud investigation is ongoing. In the event of a lost, stolen, or compromised Card, First Circle may cause the Issuer to issue a replacement Card, subject to the applicable Card Replacement Fee.

4.8.4 Any transaction authenticated using the Card number, CVV/CVC, PIN, OTP, or any other applicable authentication mechanism shall be presumed to have been authorized by the Client.

4.8.5 The Client shall be solely responsible for updating its Card details with any merchants or service providers maintaining recurring payment arrangements; First Circle shall not be liable for any declined or failed transactions arising from the Client's failure to do so. First Circle shall not be liable for any losses, damages, or claims arising from the Client's or Cardholder's negligence, disclosure of Card credentials, PIN, CVV/CVC, or OTP, or use of the Card in violation of these T&Cs.

4.8.6 The Client and its Cardholders shall not photograph, reproduce, display, or publish any Card details, including the Card number, expiry date, CVV/CVC, or other authentication information, on social media or any public platform. Any unauthorized use of the Card arising from such disclosure shall be deemed the Client's sole responsibility.

4.9 SUSPENSION AND TERMINATION

4.9.1 First Circle may suspend the Card and the Client’s Card Account, if:

1. (1) the Credit Limit is exceeded;
2. (2) the Client fails to pay at least the Minimum Amount Due on or before the Payment Due Date;
3. (3) suspected fraud, unlawful activity, or unauthorized use of the Card is detected;
4. (4) the Client is in breach of these T&Cs or any applicable First Circle Platform T&Cs; or
5. (5) the Client defaults on any other loan, credit facility, or obligation it maintains with First Circle or its Affiliates, other than an outstanding balance addressed under Section 4.6.5(d).

4.9.2 First Circle may terminate the Card upon thirty (30) days’ written notice to the Client. Notwithstanding the foregoing, First Circle may immediately suspend or terminate the Card Account without prior notice in cases involving fraud, insolvency, material breach of these T&Cs, or where First Circle reasonably determines that continuing the relationship with the Client poses a financial, operational, reputational, or compliance risk, or for any other valid or justifiable reason.

4.9.3 The Client may cancel the Card Account at any time by providing written notice to First Circle through the designated communication channels. Such cancellation shall only take effect upon full settlement of all outstanding balances, including any unbilled transactions, fees, finance charges, and other obligations under the Card Account.

4.9.4 The Client may submit a written appeal of any suspension or termination within thirty (30) calendar days from receipt of the relevant notice. Failure to submit such appeal within the prescribed period shall constitute a waiver of the Client’s right to contest the suspension or termination.

4.9.5 Upon cancellation or termination of the Card Account for any reason:

1. (1) all outstanding balances, fees, and charges under the Card Account shall become immediately due and payable without need of further notice or demand;
2. (2) the Client shall be solely responsible for cancelling or updating any recurring payment arrangements, subscriptions, or merchant billing enrollments linked to the Card. First Circle shall not be liable for any declined or failed transactions resulting from such arrangements;
3. (3) the Client shall immediately deactivate and physically destroy all issued Physical Cards and discontinue use of any Digital Cards issued under the Card Account; and
4. (4) the Client shall remain fully liable for any transactions made using the Card prior to its effective cancellation or termination.

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5. Appointment of Authorized Representative

5.1 The Client shall appoint an Authorized Representative and, where applicable, one or more Authorized Users, in accordance with the First Circle Platform T&Cs. The Authorized Representative shall serve as the Client's primary point person for matters relating to the Product.

5.2 The Authorized Representative and Authorized Users may perform actions relating to the Client’s Card Account, including but not limited to accessing statements of account, initiating payments, managing operational matters, and providing instructions to First Circle as permitted under the First Circle Platform T&Cs.

5.3 First Circle and the Issuer shall be entitled to rely upon and act in accordance with any notice, instruction, or communication received from the Authorized Representative or Authorized User through the First Circle Platform, email, telephone, or other communication channels that First Circle reasonably believes to have been made by or on behalf of the Client. Such instructions shall be deemed valid, authorized, and binding upon the Client.

5.4 First Circle reserves the right, at its sole discretion, to require additional verification or documentation including a Special Power of Attorney (SPA), Secretary's Certificate, or corporate resolution, before acting on any instruction, where deemed necessary for operational, security, or compliance purposes.

5.5 The Client irrevocably agrees to indemnify and hold First Circle, the Issuer, and their respective officers, employees, and agents free and harmless from any losses, claims, liabilities, damages, costs, or expenses arising from First Circle's good-faith reliance upon or implementation of instructions received from the Authorized Representative or Authorized User.

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6. Representations and Warranties

6.1 Each Party represents and warrants that:

1. 6.1.1 it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
2. 6.1.2 it has full power and authority to enter into and perform its obligations under these T&Cs; and 
3. 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:

1. 6.2.1 it has full authority to apply for and use the Product and to authorize its Authorized Representatives, Authorized Users, and Cardholders to act on its behalf in connection with the Card and the Card Account;
2. 6.2.2 all information, data, financial statements, and documents provided to First Circle in connection with the Product are accurate, complete, and not misleading;
3. 6.2.3 its use of the Product complies with all applicable labor, tax, data privacy, and regulatory requirements;
4. 6.2.4 it has obtained all necessary consents, authorizations, and lawful bases from its employees, Authorized Representatives, Authorized Users, and Cardholders for the collection, processing, and sharing of their personal data with First Circle, the Issuer, and relevant service providers in accordance with the Data Privacy Act of 2012 (R.A. 10173) and other applicable data protection laws; and
5. 6.2.5 it shall not use the Product for any transaction or activity that violates the Anti-Money Laundering Act (AMLA), the Access Devices Regulation Act of 1998 (R.A. 8484), or any other applicable law or regulation.

6.3 DISCLAIMER OF WARRANTIES

6.3.1 Except as expressly provided in these T&Cs, the Product, the Card, and the First Circle Platform are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, First Circle and the Issuer disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. First Circle does not warrant that the Product or the First Circle Platform will be uninterrupted, timely, secure, or error-free, nor shall First Circle or the Issuer be liable if the Card is not honored by any merchant even where sufficient Credit Limit or Pre-Fund Balance is available.

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7. Confidentiality and Data Privacy

7.1 CONFIDENTIALITY

7.1.1 First Circle agrees to keep confidential all information obtained or received in connection with the provision of the Product, including transaction data, Card Account information, Cardholder information, payment card information, business information, and transaction records ("Confidential Information"). First Circle shall not disclose Confidential Information to any third party except as reasonably necessary to provide, operate, and support the Product including disclosures to the Issuer, Applicable Card Networks, and service providers involved in the processing or administration of Card transactions, or as required by applicable law, regulation, government authority, or court order.

7.2 DATA PRIVACY AND DATA SHARING

7.2.1 For purposes of providing, operating, maintaining, and supporting the Product, First Circle and the Issuer may collect, process, store, use, and disclose personal data and business information relating to the Client, Client employees, Cardholders, Authorized Representatives, and Authorized Users for legitimate and specified purposes, including Card issuance, transaction processing, payment execution, billing, repayment, reconciliation, fraud prevention, authentication, audit, credit evaluation, and regulatory compliance.

7.2.2 Personal data may be shared with:

1. 1. (a) First Circle's Affiliates; 
   2. (b) third-party service providers, contractors, and vendors engaged by First Circle, including banking partners, payment processors, cloud service providers, and technology partners;
   3. (c) financial institutions and payment partners involved in the authorization, processing, settlement, or reconciliation of Card transactions and repayments; and 
   4. (d) government authorities, regulators, courts, or law enforcement agencies where disclosure is required or permitted by applicable law, regulation, subpoena, or lawful order.
   5. Any such disclosure shall be limited to what is reasonably necessary 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 protect personal data processed in connection with the Product. The Client represents and warrants that it has established a valid lawful basis and obtained all necessary consents and authorizations from Client employees, Cardholders, Authorized Representatives, and Authorized Users for the collection, processing, and sharing of their personal data as contemplated herein; First Circle shall be entitled to rely on such representations.

7.2.4 For purposes of applicable data protection laws, including the Data Privacy Act of 2012 (R.A. 10173), 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. Personal data shall be retained only for as long as necessary to fulfill the purposes set out herein or as required by applicable law, and shall be securely disposed of thereafter.

7.3 CREDIT INFORMATION SHARING

7.3.1 The Client expressly consents and authorizes First Circle and the Issuer to process, transfer, disclose, and share the Client's credit information, account information, and payment history with the Credit Information Corporation (CIC) pursuant to Republic Act No. 9510 (Credit Information System Act), as well as with other credit bureaus, consumer reporting agencies, and collection agencies, for purposes of credit evaluation, risk management, fraud prevention, and collection of overdue obligations.

7.4 WAIVER OF BANK SECRECY

7.4.1 To facilitate the provision of the Product and the sharing of information contemplated under these T&Cs, the Client and its Authorized Representatives hereby waive, in favor of First Circle, the Issuer, and their respective Affiliates, any confidentiality or secrecy protections, including in respect of the FCBA, under:

1. (a) Republic Act No. 1405 (Bank Secrecy Act)
2. (b) Republic Act No. 6426 (Foreign Currency Deposit Act)
3. (c) Republic Act No. 8791 (General Banking Law)
4. to the extent necessary to enable the processing, disclosure, and sharing of account and transaction information for the purposes described in these T&Cs.

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8. Intellectual Property

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. 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. The Client acknowledges that the Product and the Cards may incorporate the trademarks, logos, and proprietary materials of the Issuer and the Applicable Card Network; nothing in these T&Cs grants the Client or its Cardholders any right or license to use such trademarks, logos, or proprietary materials for any marketing, promotional, or external purposes without the prior written consent of the relevant rights holder.

8.2 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 or the First Circle Platform, except to the extent expressly permitted by applicable law.

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9. Indemnification and Limitation of Liability

9.1 The Client agrees to indemnify, defend, and hold harmless First Circle, the Issuer, their Affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all damages, claims, liabilities, losses, costs, and expenses, including reasonable attorneys' fees ("Losses"), arising out of or in connection with:

1. 9.1.1 the Client's or its Authorized Representatives', Authorized Users', or Cardholders' use of the Card, the Card Account, or any transactions made using the Card;
2. 9.1.2 any fraud, willful misconduct, gross negligence, or unlawful act committed by the Client, its Authorized Representatives, Authorized Users, or Cardholders;
3. 9.1.3 any action or omission of the Client, its Authorized Representatives, Authorized Users, or Cardholders in connection with the Product; or
4. 9.1.4 the Client's breach of these T&Cs or any applicable law or regulation.

9.2 The Client agrees to hold First Circle, the Issuer, and their respective Affiliates free and harmless from any liability arising from the exercise by First Circle or the Issuer of their rights, remedies, and authorities under these T&Cs, including the suspension or termination of the Card Account, the blocking of a Card, the withholding or offsetting of funds, or the conduct of fraud or compliance investigations.

9.3 In no event shall First Circle, the Issuer, or their Affiliates be liable to the Client for any special, incidental, indirect, punitive, or consequential damages, even if advised of the possibility of such damages, including loss of profits, loss of business opportunities, personal injury, or any other commercial or economic loss of any kind.

9.4 To the fullest extent permitted by applicable law, the maximum aggregate liability of First Circle, the Issuer, and their Affiliates to the Client arising out of or in connection with the Product or these T&Cs shall not exceed [PHP X] or the actual and direct damages proven to have been suffered by the Client as a direct result of First Circle's acts or omissions, whichever is lower, except in case of fraud, gross negligence or willful misconduct.

‍9.5 The provisions of this Section shall survive the suspension, cancellation, or termination of the Card Account.

9.6 If the Client's account is referred to external collection agencies or legal counsel for recovery of unpaid obligations, the Client agrees to pay liquidated damages equivalent to [__] percent ([__]%) of the total outstanding balance as collection fees, in addition to the unpaid balance, interest, penalties, and other applicable charges.

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10. Term and Termination

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 upon written notice if the other Party:

1. 10.2.1 commits a material breach and fails to remedy it within thirty (30) days from receipt of written notice, provided that First Circle may terminate immediately and without a cure period where the breach involves fraud, regulatory violations, or any circumstance posing an immediate operational, compliance, or financial risk;
2. 10.2.2 becomes insolvent or the subject of any insolvency, rehabilitation, receivership, or liquidation proceedings;
3. 10.2.3 engages in unlawful, fraudulent, or unethical conduct materially affecting the terminating Party's rights or reputation; or 
4. 10.2.4 in the case of the Client, fails to pass an initial or subsequent reassessment conducted by First Circle for compliance, credit, AML, or risk management purposes.

10.3 Termination for Convenience. First Circle may terminate these T&Cs at any time and for any reason upon thirty (30) days’ prior 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 balances, compliance, audit, or regulatory matters arising prior to termination.

‍10.4 Effect of Termination. Upon termination of these T&Cs:

1. 10.4.1 the Client's access to the Product shall be suspended or terminated and no new Card transactions may be initiated; 
2. 10.4.2 all outstanding balances, unbilled transactions, fees, charges, and obligations incurred prior to termination shall become immediately due and payable without need of further notice or demand; and
3. 10.4.3 the Client shall remain fully responsible and liable for all obligations incurred prior to the effective date of termination.

10.5 Survival. Any provisions of these T&Cs which by their nature are intended to survive termination, including Sections 7, 8, 9 and 11.2, shall survive the suspension, cancellation, or termination of these T&Cs.

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11. General Provisions

11.1 The Client may not assign, transfer, or delegate any of its rights or obligations under these T&Cs to any third party without First Circle's prior written consent. First Circle and the Issuer may assign, discount, securitize, or otherwise transfer any of their rights, interests, or receivables arising from these T&Cs, including any outstanding obligations of the Client, to any Affiliate, financial institution, financing partner, or collection agency, with notice to the Client. The Client irrevocably agrees not to assert against any such assignee any set-off, counterclaim, or defense that it may have against First Circle or the Issuer.

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 these T&Cs shall be brought exclusively before the competent courts of Pasig City or Taguig City, Philippines, at the option of First Circle, to the exclusion of all other venues.

11.3 In case any provision contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, 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 may amend or modify any provision of these T&Cs from time to time. The Client shall be notified of any such amendment at least sixty (60) days prior to its effectivity through the First Circle Platform, SOA, email, or other communication channels. Continued use of the Product after the effective date of the amendment constitutes the Client's acceptance of the amended terms.

11.5 No failure, delay, or omission by First Circle or the Issuer in exercising any right, power, or remedy under these T&Cs shall operate as a waiver. Any waiver shall be effective only if made in writing and signed by a duly authorized representative of First Circle.

11.6 The Card Account and any Pre-Fund Balance do not constitute a bank deposit account and are not insured by the Philippine Deposit Insurance Corporation (PDIC).

11.7 First Circle and the Issuer shall not be liable for any delay, interruption, or failure to process transactions arising from events beyond their reasonable control, including system failures, network outages, telecommunications disruptions, acts of God, natural disasters, governmental actions, or failures of the Applicable Card Network or third-party service providers.

11.8 The Client consents to the recording of telephone conversations and other communications between the Client and First Circle for purposes including service quality monitoring, security verification, training, and dispute resolution. First Circle, the Issuer, and their authorized service providers may communicate with the Client, its Authorized Representatives, Authorized Users, and Cardholders through electronic means including email, SMS, telephone, in-app notifications, or other digital messaging channels. By accepting these T&Cs, the Client and its Authorized Representatives, Authorized Users, and Cardholders are deemed to have consented to receive such communications. The Client acknowledges that certain communications, including OTP authentication messages and security alerts, are essential to the secure operation of the Product and may not be disabled while the Card Account remains active.

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12. Support

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.

12.2 To file a complaint or dispute, the Client must provide sufficient details including the Card Account number, transaction reference, date of transaction, and a description of the issue. First Circle shall acknowledge receipt of the complaint and endeavor to respond or provide an update within seven (7) to ten (10) Business Days, subject to the complexity of the investigation.

12.3 First Circle Growth Finance Corp. is regulated by the Securities and Exchange Commission (SEC). Registration No. CS201605477; Certificate of Authority No. 1108.