Terms & Conditions – Pay with Credit

These Pay with Credit Terms and Conditions (the “T&Cs” or “Agreement”) set out the details and terms and conditions that shall govern your availment of First Circle Pay With Credit product (the “Product” or “Pay with Credit”).

By agreeing to these T&Cs, you (the “Client” or the “Borrower”) agrees to be bound by and comply with:

1. the Disclosure Statement you agreed to in the First Circle Platform (“Disclosure Statement”);
2. these T&Cs; and
3. 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 that may be relevant to the use of the Product (collectively, the “First Circle Platform T&Cs”).

The First Circle Platform T&Cs and Disclosure Statement 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.

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1. Pay with Credit

1.1 Loan. You wish to obtain financing from First Circle Growth Finance Corp. (“First Circle” or the “Lender”) and we have agreed to extend to you the Total Loan Amount indicated in the Disclosure Statement (the “Loan”). The terms set out in the Disclosure Statement are considered an integral part of this T&Cs.

1.2 Disbursement of the Loan. We will exert our best efforts to release the Loan to you within one (1) to two (2) business days from the Effective Date of this Agreement or within seven (7) business days from the Effective Date in the event of unforeseen circumstances beyond our control. 

The Loan proceeds shall be released and credited to a bank account maintained in your name on the First Circle platform (the “First Circle Payments Account”), made available to you through our banking partner as part of the First Circle platform. Once the Loan proceeds are credited to your Business Account, the Loan is considered fully disbursed and released to you.

Because your Business Account and the transfer to your Designated Payee are made available under the First Circle Platform we are able to transfer the full amount directly from your Business Account to the bank account of the third party you have designated in your Loan or drawdown application (your "Designated Payee," and such account, the "Designated Payee Account"), without requiring you to separately withdraw or transfer the funds yourself. In designating your Designated Payee, you are directly instructing the movement of funds from your own Business Account, and the transfer is made solely pursuant to, and in accordance with, that instruction. For the avoidance of doubt, this transfer is, in substance, no different from a bank transfer that you would otherwise make yourself from your Business Account to your Designated Payee's account; the only difference is that, because your Business Account and this transfer operate on the same platform, both can be carried out through a single instruction rather than as separate steps. Any underlying transaction between you and your Designated Payee is your own, and we are not a party to, and assume no responsibility for, such transaction. You may not instruct us to instead retain the Loan proceeds in the Disbursement Account in lieu of such transfer.‍

1.3 Release of Loan Proceeds. Your receipt of the Loan proceeds in the Business Account and the subsequent transfer to the Designated Payee Account, shall constitute complete and valid release and disbursement of the Loan to you. Your obligations under this Agreement, including your obligation to repay the Loan and pay Interest and any applicable fees or charges, shall accrue and become effective from the date and time the Loan proceeds are credited to your Disbursement Account.‍

1.4 Accuracy of Designated Payee Information. You are solely responsible for the accuracy, completeness, and currency of the name and bank account details of the Designated Payee that you provide to us. We have no obligation to independently verify such information and shall not be liable for any loss, delay, or misdirected transfer arising from any error, inaccuracy, or omission in the information you provided.

1.5 Failed or Returned Transfers. If the transfer to the Designated Payee Account is rejected, returned, dishonored, or otherwise fails to be completed for any reason, the relevant amount shall be credited back to your Payments Account and shall form part of your available, spendable balance. Except as provided under the Free Loan Reversal clause below, any such failure shall not affect, reduce, or suspend your obligation to repay the Loan (including Interest and any applicable fees or charges) in accordance with this Agreement and the Disclosure Statement.

You may cancel and reverse the Loan at no cost within one (1) hour from the time the Loan proceeds are credited to your Payments Account (the "Reversal Period"), provided that no Interest, fees, or charges have yet accrued or been charged on the Loan. Once the Reversal Period lapses, the Loan can no longer be cancelled or reversed and shall remain subject to Interest, fees, and charges as they accrue under this Agreement and the Disclosure Statement.

1.6 Authorization to Share Information. You consent to our disclosure of your name, account details, transaction information, and other relevant data to the bank or financial institution holding the Designated Payee Account, and to any other third party, as may be reasonably necessary to complete the transfer described in this Section, in each case in accordance with our Privacy Policy.

1.7 If applicable, the Convenience Fee as stated in the Disclosure Statement shall be deducted from the Loan before we release it to you. 

1.8 The Loan shall earn Interest (as defined in the Disclosure Statement) until the Loan is paid in full.

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2. Payment of Loan

2.1 To pay the Loan, you authorize us, and instruct our banking partner, to debit from your Business Account each amount due under this Agreement on the payment dates indicated in the Schedule of Payments of the Disclosure Statement (each a “Payment Date”). Each such debit is a “Scheduled Direct Debit” and, together, the “Scheduled Direct Debits”. This authority is irrevocable while any amount under the Loan remains outstanding. We may execute each Scheduled Direct Debit on the relevant Payment Date without further notice to you or further consent from you. You shall keep enough available funds in your Business Account to cover each Scheduled Direct Debit on or before the relevant Payment Date. If a Scheduled Direct Debit fails or is only partly completed for any reason, including insufficient funds, the unpaid amount shall remain due and payable. In that case, we may debit any available balance in your Business Account, and try the debit again, on any day after the Payment Date until the amount is fully paid. This is without prejudice to our rights under Section 3.

2.2 You are allowed to apply for early repayment or rescheduling of the Loan or a portion of it.

1. For early repayment, you will receive a rebate, discount or other incentive in accordance with First Circle's existing policies.
2. In the event of rescheduling, additional cost will accrue on the outstanding balance for the extended period in accordance with First Circle's existing policies.

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3. Default in Payment and Our Remedies

3.1 Your Default

You may be declared in default if any of the following occurs (“Default”):

1. If Failure to settle any amount of the Loan payable under this Agreement on or before the Payment Date;
2. If Loan payment is to be made via Post Dated Checks, failure to submit the Post-Dated Checks within the period set out in our policies; and
3. Failure to submit any required documents within any grace period provided by us to you.

3.2 Our Remedies

1. If you are in Default or in breach of this Agreement, we will be entitled to collect: (i) the Payment Amount subject of Default (including any applicable penalties, interest and/or charges required under law and stated in the Disclosure Statement) and/or (ii) all remaining amounts owed under this Agreement until the Final Repayment Date, including the principal, Interest, and any applicable fees or charges, which shall become immediately due and payable on the next scheduled Payment Date, without need of prior notice or demand.
2. In case of Default under Section 3(1)(i) [failure to settle any Loan amount], a late payment penalty as indicated in the Disclosure Statement (the “Late Payment Penalty”), shall apply to any unpaid amount under this Agreement until fully paid. For purposes of this clause, a 'week' shall mean seven (7) consecutive calendar days. This remedy shall be in addition to other remedies available to us under this Agreement and under applicable laws.
3. In case we are forced to seek the assistance of counsel or a collection agency in connection with this Agreement, you shall pay the following amounts to us (collectively, the “Recovery Fees”) on top of the Loan and any additional Interest and Late Payment Penalty: 
   
   1. 20% of the Loan as liquidated damages,
   2. 25% of the Loan for and as attorney’s fees, and
   3. costs and expenses of litigation or engagement.
4. We may disapprove of any of your new financing/loan applications if you are in Default, or if the additional financing will cause you to be in Default under this Agreement.
5. To enable the Lender to enforce its rights and remedies under this Agreement, the Borrower expressly, voluntarily, and irrevocable waives the confidentiality of its bank deposits and accounts under Republic Act No. 1405, as amended, and authorizes the disclosure of such information to the Lender and its representatives as may be necessary for such purpose.

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4. Your Representations, Warranties and Consents

4.1 You represent and warrant that:

1. During the Term (as defined below), you will not, without our prior written consent, (i) assign your rights, obligations, and remedies under this Agreement to any other party and/or (ii) voluntarily stop your business operations, apply for insolvency or bankruptcy relief, or terminate your corporate existence; 
   
2. Any document or information you gave and/or will give to us in connection with your application for the Loan are true, correct, and accurate at the time of submission, and shall remain so for as long necessary for us to enforce our rights and remedies under this Agreement; 
3. You shall not engage in any of the activities set out in Annex A - Reportable Activities; 
4. You shall at all times comply with relevant applicable laws, rules, or regulations, including but not limited to compliance with any labor standards, required environmental and social permits required for its operations;
5. You shall notify us within one (1) calendar day if any of the following material adverse events occur:
   
   1. Major injuries or fatalities (of employees, the general public or contractors);
   2. Strikes or significant employee disputes; 
   3. Regulator action in relation to environmental and/or social matters; and
   4. Spills, pollution incidents, fires, explosions;
   1. You shall comply with any action plan required to correct any environmental and social plan we will agree upon; and
6. If you will have a co-maker, he/she shall also perform all of your duties and obligations under this Agreement and he/she shall be liable, jointly and severally, with you for all such obligations, including, the obligation to repay the Loan; and
7. Any Designated Payee you identify to us in connection with the Loan is a legitimate third party, and the Loan proceeds and the transfer to the Designated Payee Account shall not be used for any unlawful purpose, including money laundering, terrorist financing, or fraud.

4.2 If you violate any of the representations and warranties in Section 4(1), you shall be considered in breach of this Agreement and we will be allowed to resort to our remedies in Section 3 in addition to other remedies available under law.

4.3 You allow us (and any of the our representatives, third-party partners, or service providers) to record through audio, electronic, written or other means, all our communications with you (and any of your directors, officers, agents, partners, or employees) regarding the Loan, made before or after the execution of this Agreement. You accept that such recording may be used as evidence against you in any legal proceeding between you and us. Appearance by any third party in any of our recordings shall constitute consent to be covered by said recording and you shall be liable for any claims or damages arising from such recording of third parties. 

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5. General Provisions

5.1 Term. This Agreement shall be effective from Effective Date and until the Loan has been fully paid (“Term”). 

5.2 Acceptance of Terms and Conditions of Lender. In accepting this Agreement, you also accept all the terms and conditions found at https://www.firstcircle.ph/  (as may be updated by us from time to time), including our Privacy Policy, which allows us to process the personal information and sensitive personal information you provide.

5.3 Indemnification. You shall indemnify, defend, and hold us free and harmless from any liabilities, damage, claims, costs, charges, and demands of whatever kind or nature in connection with or arising from this Agreement.

5.4 Waiver. No waiver of any right under this Agreement or the application of any provision of this Agreement shall be valid unless it is in writing and signed by or on behalf of the Party waiving such right or the application of the relevant provision.

5.5 Assignment. You shall not assign or otherwise transfer any of its rights and obligations under this Agreement, in whole or in part, or any benefit or interest herein. You allow us to assign, transfer or otherwise dispose of its interests in this Agreement to any party, without prior notice to you or your consent. 

5.6 Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the Philippines. Any dispute, action or proceeding arising out of or in connection with this Agreement shall be filed exclusively in the courts of Taguig City or Pasig City, subject to our discretion, to the exclusion of other courts. 

5.7 Notices. Any notice to either Party required or necessary under this Agreement shall be made in writing, addressed to their respective authorized representatives, and sent to the contact information provided:

1. A notice shall be deemed received by any Party on the date of delivery, if notice is sent in person or via registered mail, and after one (1) business day from delivery, if sent through special courier or electronic mail.
2. In case you change your authorized representative, you shall inform the us in writing of the change in authorized representatives within five (5) business days from such change. Any consequences arising from the failure to inform us of the change in authorized representatives shall be your sole responsibility and liability,

5.8 Amendments. This Agreement can be amended, revoked or supplemented only by our written agreement.

5.9 Change in law. If there is a need for us to adjust the interest rate due to any change in law or regulations, we shall both use best efforts to discuss the new Interest.

5.10 Entire Agreement. We both agree that this Agreement, including the Disclosure Statement which is made an integral part of this Agreement, shall be binding and effective between us immediately upon your acceptance in the manner set out in Section 5(11) of this T&Cs and without need of notarization or execution of wet ink signature on paper. This Agreement constitutes our entire agreement with respect to the subject matter hereof, contains all covenants, stipulations and provisions agreed by us and shall supersede any prior agreements, expressions of intent or understanding or arrangements with respect to such transaction.

5.11 Manner of Acceptance. You acknowledge and agree that your acceptance of these T&Cs, whether by ticking the applicable checkbox, clicking "I Agree" or a similar button, or otherwise indicating your assent through our electronic or digital platform,  shall constitute your valid and binding acceptance of this Agreement, with the same force and effect as if you had signed it in writing. This Agreement shall become binding and effective upon such acceptance, without need for a physical or wet-ink signature, execution in counterparts, or notarization.