Cash Management Services
Master Agreement
Company Information
Company Name / Business Name
Business Address
1. Authorized Representative
Name Contact Number
2. Authorized Representative
Name Contact Number
Master Agreement and Terms and Conditions
This Master Agreement and the Terms and Conditions hereof shall govern the Company’s availment of BDO’s Cash Management Services.
I. Definition of Terms
1. “Account” - BDO deposit account/s of the Company enrolled/to be enrolled in
the Service and identified in the Service Supplement.
2. “Agreement” shall mean this Agreement, as may be amended and
supplemented by BDO from time to time.
3. “Authorized Signatory/ies” – the person/s who are authorized to act on behalf of
the Company, to sign this Agreement, the Service Supplement and such other
documents as may be required by BDO, and to appoint the Authorized
Representative/s.
4. “Authorized Representative/s” – shall mean the person/s designated by the
Authorized Signatory/ies, as indicated in the Service Supplement, to provide
instructions to the Bank and sign necessary documents in order to implement the
Service to the Company.
5. “BDO” - BDO Unibank, Inc., its successors-in-interest and assigns.
6. “BOB” – Business Online Banking facility of BDO, which allows the Company to
perform banking activities (including the implementation of the Service) online.
7. “BOB Enrollment Form”- shall mean the enrollment form to the BOB signed by the
Authorized Signatory/ies, where the following are identified: the BOB Authorizer/s
and the System Administrator.
8. “Company” - the entity named above and in the signature page of this
document
9. “Confidential Information”- all non-public or proprietary information, including,
but not limited to, written, oral, visual, audio, those produced by electronic
media, or through any other means, that is designated as confidential or that by
its nature or circumstances surrounding its disclosure, should be reasonably
considered as confidential pertaining to the Disclosing Party’s business and
operations which shall include, but not be limited to, electronic or written reports,
files, data, records, technical information, business transactions, methods or
processes, manuals, computer files, software and hardware information, which
were disclosed to or obtained by the Receiving Party and its employees, officers,
or agents in the course of or in connection with the performance of each Party’s
obligations under this Agreement, the Service Supplement and related
documents. For purposes of this Agreement, the terms and conditions of this
Agreement, the Service Supplements and related documents shall be the
Confidential Information of BDO.
10. “Cut-off Time” shall refer to the time indicated in the Service Facility or service
checklist, where BDO will stop the performance/crediting of a same day
transaction/instruction.
11. “Disclosing Party” – party who discloses its Confidential Information.
12. “Fortuitous Events” – unforeseen events beyond the control of a Party, such as but
not limited to: (a) power outages, hardware and software issues, breakdown
and/or disruption of the Service Facility or other systems and/or facilities, (b) riots,
strikes, wars (whether declared or not), lock-outs and strikes, coup d’etat,
embargo, confiscations, nationalizations, acts of the public enemy, (c) , labor
unrest, strike, lockout, or similar industrial or labor action, sabotage, extraordinary
transportation delay, shortage of energy or machinery, embargoes, government
imposed quarantine and other acts of government, foreign or domestic, and (d)
acts of God such as fire, flood, earthquake and the like.
13. “Receiving Party” – the party receiving the Confidential Information of the
Disclosing Party.
14. “Payors” – shall mean third parties who shall deposit or transfer funds to the
Account pursuant to the Service.
15. “Payees” – shall mean third parties who shall be the recipient or transferee of the
Company’s funds pursuant to the Service.
16. “Service” – BOB and other BDO Cash Management product/s or service/s
availed by the Company as indicated in the Service Supplement.
17. “Service Commencement Date” shall mean the date when BDO commences to
perform the Service: enrollment approval date for BOB, and for Service other than
the BOB, the date indicated in the Service Supplement.
18. “Service Facility” - BDO Cash Management facilities indicated in the Service
Supplements, and the BOB.
19. “Service Supplement” - the SME Online Banking Service Supplement and/or the
Cash and Check Pick Up Solutions Form signed by the Company’s Authorized
Signatory/ies.
20. “System Adminstrator” – the persons identified as such in the BOB Enrollment
Form.
21. “BOB Users” – shall for purposes of the BOB, refer to the persons appointed by the
System Administrator as Maker/s, Verifier/s of the BOB and BOB Authorizer/s
identified in the BOB Enrollment Form.
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Date _______________________
Email Address Signature
Email Address Signature
II. The Service
The Company agrees to avail of the Service beginning on the Service Commencement
Date.
The Service other than the BOB, shall be covered by a Service Supplement. This
Agreement and the Service Supplement shall form one integral agreement.
The Company, as and when applicable, may be provided by BDO with a tool that can
generate, format, or convert information suitable to the Service Facility and/or other
systems used by BDO and/or the Company to implement the Service.
The Company hereby acknowledges that BDO has the right to refuse to implement a
Service for any reason BDO deems proper.
III. General Duties and Responsibilities of the Company
1. The Company shall submit a notarized Secretary’s Certificate (or its equivalent)
certifying to the proper corporate approvals for the availment of the Service and
which identifies the Authorized Signatory/ies, defines their signing authority and
provide, for purposes of the BOB, the authorization matrix which identifies and
provides the approval limits of the BOB Authorizers (the “Authorization Matrix”).
2. The Company shall ensure sufficient funds are available in its Account/s at all
times to cover any of its transactions including any fee/service charge, and that
these Accounts are active and in good standing.
3. The Company shall provide safeguards and procedures to ensure safety of data it
transmits in the Service Facility and shall be responsible for the confidentiality and
security of the access credentials of all its users to the Service Facility.
4. The Company shall ensure that all instructions and data uploaded or entered in
the Service Facility comply with the BDO acceptable format, are accurate, and
uploaded/entered within the Cut-off Time. Transactions after the Cut-off Time will
be considered as transactions made on the immediately succeeding banking
day. Any charges resulting from failure to comply with this provision shall be for
the account of the Company.
5. The Company shall hold BDO free and harmless and indemnify BDO for any loss,
damage, or suit suffered by BDO or any third party, attributable to BDO’s
reliance/implementation of the instructions or data uploaded or entered in the
Service Facility as well as BDO’s reliance on the authorities of the said Company’s
Authorized Signatory/ies/Authorized Representatives/BOB Users.
6. The Company and its users shall be responsible for checking the status of its
transactions.
7. The Company shall be responsible for informing BDO in writing for any
amendments in its availment of the Service. Any scheduled transactions
approved before the amendment shall be valid unless duly cancelled in the
Service Facility by the Company prior to BDO’s implementation of the transaction.
8. In case the Service Facility is unavailable, the Company shall perform its banking
transactions via other channels or wait for the availability of the Service Facility.
BDO shall not be liable for the Company’s failure to use the Service Facility for its
banking transactions.
9. The Company shall submit a written request signed by the Authorized
Signatory/ies if it wishes to terminate a Service.
10. In relation to BDO’s implementation of the Service, the Company hereby waives
its rights under the provision of Republic Act (RA) 1405, as amended (Bank
Secrecy Law), Section 55 of RA 8791, as amended (General Banking Law), and
RA 6426 (Foreign Currency Deposit Act) and hereby authorizes BDO to disclose
such information relating to the Account and the Service to BDO service
providers, agents or representatives or third parties (which may include disclosure
to Payors and/or Payees), or where required, the Philippine Government or any of
its agencies.
IV. The Business Online Banking (BOB)
1. Duties and Responsibilities of BDO
(i) BDO shall provide the initial username and corporate ID via the enrolled email
account of the pertinent User/s.
(ii) BDO shall only process transactions that fully comply with the Company’s
Authorization Matrix.
(iii) BDO shall only process instructions that comply with the BDO acceptable format
and Cut-off Time.
(iv) BDO shall only process payment instructions if there is sufficient funds in the
Account and shall not be liable for any penalties that the Company may incur
resulting from BDO’s refusal or failure to implement the said instruction.
 Cash Management Services
Master Agreement

Company Name / Business Name

Master Agreement and Terms and Conditions

2. Duties and Responsibilities of the Company

fortuitous Events and causes which are attributable to a third party service provider;
(i) The Company shall appoint the System Administrator/s who shall perform the
2. Delay and/or failure to implement or carry out transactions on the Account/s due
following acts for and behalf of the Company:
to garnishment, execution, hold-out and similar restrictions on the Account;
a. Enroll, dis-enroll, re-enroll Accounts: Company-Owned or Third Party
3. Unauthorized or fraudulent enrollment, use of, and transactions on the Account
b. Enroll, dis-enroll, re-enroll Services that maybe an add-on services to
enrolled in the Service;
the Service
4. In case the Company uses the BDO-provided tool to assist in the sorting and
c. Enroll, dis-enroll, re-enroll Payment Suppliers/Merchant's & Subscriber's
sending of data, any and all damage or loss caused by the use or misuse of the
Number/s
provided Tool unless such damage or loss is attributable solely to the fault or gross
d. Create User Group & enroll/dis-enroll Authorizer/s as identified in the
negligence of BDO; and,
BOB Enrollment Form, and enroll/dis-enroll and/or designate/assign
5. Failure or violation by the Company of the terms and conditions of this Agreement
the following user/s: Maker/s and Verifier/s and their powers and
or the Service Supplement.
authorities: ie. with power and authority to view accounts
only/transact only or view accounts and transact for and behalf of
The above provisions shall survive the termination or suspension of the Agreement or the
the Company as defined in the BOB Enrollment Form.
Service.
(ii) The Company warrants that its Users shall only carry out legitimate and lawful
banking transactions via BOB.
In case of erroneous credit (such as but not limited to overcredit, failure to debit,
misposting, or any error in transaction involving any amount for any cause whatsoever),
V. Consideration
to the Account as appearing in the records/books of BDO or as established by BDO
The Company agrees to pay BDO fee/s and/or maintain the ADB requirement, as
upon the conduct of investigation (collectively referred to as “Amount/s Due ”), and for
indicated in the Service Supplement:
any cause such as, but not limited to, systems error or error in communication facilities,
1. Service Fee. The transaction fee shall be automatically debited from the Account
the Company hereby agrees and undertakes, without need of notice or demand, to
on the designated schedule of BDO (the “Due Date”). A monthly penalty interest
immediately return to BDO the Amount/s Due. For this purpose, the Company
at the rate of 1.5% based on the unpaid and undisputed amount, computed
irrevocably authorizes BDO or its representatives to immediately effect the debiting of
from the Due Date until fully paid, shall be charged.
funds from the Account to the extent of the Amount/s Due, without need of further act
2. Monthly Minimum ADB. The average daily balances of the Account shall be
and deed, and without BDO or its representatives incurring any liability as a
aggregated to comply with the ADB requirement. A penalty charge at the rate
consequence thereof. In case the Account cannot be debited for any reason such as
of 1.5% based on the shortfall shall be automatically debited from the Account.
but not limited to, insufficient balance, the Company shall return and deliver the
3. The fee and/or ADB requirement are/is subject to periodic review and adjustment
Amount/s Due to BDO within twenty-four (24) hours from learning of such erroneous
of BDO upon written notice to the Company.
credit or upon first demand of BDO, whichever is earlier. BDO may exercise its right to
4. All applicable taxes arising from payments of the Company to BDO shall be for
enforce full recovery and collection of the Amount/s Due plus any and all expenses,
the account of the Company.
costs and damages which BDO may have incurred, and penalty interest at BDO’s
prevailing loan rate based on the Amount/s Due, as well as enforce the legal remedies
VI. Terms and Termination
to which BDO or any aggrieved third party may be entitled to under the law and this
1. This Agreement shall take effect on the date of execution hereof by both BDO
Agreement, including but not limited to immediate closure or freezing of the relevant
and the Company. Each Service shall take effect on Service Commencement
Account, or avail of civil, criminal, and/or administrative remedies. Pending full recovery
Date. The Agreement or a Service may be terminated by either party by giving
or collection by BDO of the Amount/s Due, the Company shall hold the said amount in
the other party at least 30 days prior written notice. For the avoidance of the
trust for BDO. Failure of the Company to account for and return the Amount/s Due to
doubt, the termination of this Agreement terminates all Services, while the
BDO shall give rise to a prima facie presumption of misappropriation or conversion with
termination of a Service only terminates the pertinent Service Supplement, but
intent to defraud, on the part of the Company.
not this Agreement.
2. BDO reserves the right to suspend, freeze, or terminate any Service without prior
In the event that BDO is found to be liable for breach of this Agreement, the Service
notice to the Company if:
Supplement and/or related documents, the aggregate liability of BDO shall not exceed
(i) the Company commits any breach of the terms & conditions of this Agreement
the amount of fees paid by the Company for the use of the Service or the amount of
or the applicable Service Supplement,
the reasonable, actual, documented and direct loss/damage suffered by the
(ii) the Account is being mishandled as determined by BDO or suspected by BDO
Company, whichever is lesser. In no case shall BDO be liable for special, incidental
as being used illegally & for fraudulent activity,
and/or consequential losses.
(iii) the Company has not used the Service for a period of time as determined by
BDO,
IX. Confidentiality
(iv) BDO acquires knowledge of bankruptcy or dissolution of the Company,
The Receiving Party agree to keep the strict confidentiality of all Confidential
(v) occurrence of a Fortuitous Event which affects BDO’s performance of the
Information of the Disclosing Party and shall not disclose the same to any third party
Service, or in the reasonable opinion of BDO, the Company’s compliance of its
without the prior written consent of the Disclosing Party. This provision shall not apply to
obligations under the Service, or
Confidential Information which: (a) was made generally available in the public prior to
(vi) such other grounds determined by BDO that calls for the immediate suspension,
the time of disclosure by the Disclosing Party; (b) becomes publicly known and
freezing or termination of the Account or the Service.
generally available in the public domain after disclosure by the Disclosing Party to the
3. Upon termination of the Service, all access to or use by the Company of the
Receiving Party through no action or inaction of the Receiving Party; (c) is already in the
features in the Service Facility shall cease. If the terminated Service is BOB, the
possession of the Receiving Party at the time of disclosure by the Disclosing Party as
BOB shall be tagged as “Terminated” to prevent all access and all Services
shown by the Receiving Party’s files and records immediately prior to the time of
obtained through the BOB shall be automatically terminated.
disclosure; (d) is obtained by the Receiving Party from a third party without knowledge
4. Any unpaid obligation of the Company to BDO shall become immediately due
of a breach of such third party’s obligations of confidentiality; or (e) when the disclosure
and demandable and shall survive the termination of the Agreement and/or the
thereof is required by law, court order, legal process, internal/external auditors or
Service.
internal security officers in the performance of their official functions.
5. The Company shall not make any negative or adverse public announcement
affecting BDO or any of its subsidiaries or affiliates, or any of its products and/or
Notwithstanding the foregoing paragraph, without need of further consent of or notice,
services after termination of the Agreement and/or the Service.
the Company irrevocably agrees that BDO may disclose, preserve or maintain any of
the Company’s data, messages and materials provided to BDO or which BDO has
VII. Representations and Warranties
access to in connection with the use of the Service/s (a) where necessary to allow BDO
The Company represents and warrants to BDO that: (a) it is an entity that is validly
to perform its obligations under this Agreement, the Service Supplement or related
existing and in good standing under Philippine laws, (b) it has obtained all corporate
documents; (b) if required to do so by law, government rule or regulation or legal
approvals and governmental authorizations and licenses to operate the business, and
process; (c) to enforce the terms and conditions of this Agreement; (d) to respond to
to enter into this Agreement and avail the Service/s, (c) the Authorized Signatory/ies
claims that such information, message, material, correspondence, data,
has/have the power to execute and deliver this Agreement and the Service
communication, and/or notification violates the rights of third parties; (e) to respond to
Supplement, and (d) this Agreement and the Service Supplement constitute the legal,
the Company’s request in relation to the Service/s; (f) to protect BDO’s rights and
valid, and binding obligations of the Company that is enforceable against it in
property, its customers and/ or the general public; (g) when the disclosure is to BDO’s
accordance with their respective terms.
service provider, licensor or supplier, to enable the latter to perform their respective
contractual obligations with BDO; (h) for other lawful purposes as may be determined
VIII. Liability and Indemnification
by BDO.
The Company acknowledges that BDO, its stockholders, directors, officers, employees
and representatives shall not be liable for, and agrees to hold them free and harmless,
X. Ownership Rights/Consent to Disclosure
as well as indemnify them, from any and all liabilities, claims, losses, damages and suits
The Company acknowledges and agrees that the Service/s, the Service Facility, the
of whatever nature arising out of or in connection with the Company’s use and
associated marks, logos, business names, products and services (the “Proprietary Items”)
availment of the Service/s, including but not limited to:
are proprietary to BDO and/or its licensor/s and are protected under intellectual
property and other applicable laws. The Company shall not copy, modify, create any
1. Disruption, failure, error or delay in performance or delivery of the Service/s or any
derivative work from, reverse engineer, reverse assemble or otherwise attempt to
component thereof due to circumstances beyond the control of BDO, including

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Company Name / Business Name
Master Agreement and Terms and Conditions
discover any source code, sell, assign, sublicense, transfer any right or grant any security
interest in the Proprietary Items.
XI. Reliance upon Instruction/Information
The Company agrees that BDO is entitled to rely fully on the information/ instruction and
to implement any instruction provided/made by the Company, its Authorized
Signatory/ies, Authorized Representative/s, users and/or BOB Users. BDO shall have no
responsibility and liability for the accuracy or validity of such information/instruction. The
Company shall be fully responsible and liable for any loss, damage, cost or expense
incurred by BDO arising from its reliance/implementation in accordance herein.
XII. Miscellaneous Provisions
1. Entire Agreement. This Agreement and such other related documents as may be
executed by the parties simultaneously herewith or subsequent pursuant hereto,
constitute the entire agreement of the parties hereto with respect to the subject
matter hereof and shall supersede any prior expressions of intent or agreement
with respect to the subject matter.
2. Set-off. BDO is hereby authorized, effective upon the Company’s breach of the
terms of this Agreement, the Service Supplement and/or related agreements, to
apply any payment received from, or moneys held to the order of the Company,
any credit balance, funds or properties of the Company then in the possession of
BDO, its subsidiaries or affiliates, in satisfaction in whole or in part of any sum due
and payable by the Company to BDO under this Agreement, the Service
Supplement and related agreements. BDO shall inform the Company
immediately after such application of payment is made. For purposes of the
foregoing, the Company hereby waives its rights under Republic Act No. 1405
(The Bank Secrecy Act of 1955) as amended, Republic Act No. 6426 (Foreign
Currency Deposit Act of the Philippines of 1974), as amended, Section 55 of
Republic Act No. 8791 (The General Banking Law of 2000), as amended, and
authorizes BDO, its subsidiaries and affiliates, their respective officers and/or
employees, to disclose the amount of deposits, moneys and other properties or
funds maintained by the Company and further authorizes BDO to cause the
debit of any and/or all of the Company’s accounts with BDO or its subsidiaries
and affiliates.
3. Amendments. The Company agrees that BDO may at any time, upon notice to
the Company, revise or supplement this Agreement and the Company agrees to
be bound by the same.
4. Severability. If any provision of this Agreement shall become invalid or
unenforceable, as declared by a court of competent jurisdiction, the validity or
enforceability of the remaining provisions shall not be affected, and the rights
and obligations of the parties shall be construed as if this Agreement did not
contain the particular invalid or unenforceable provision.
5. Relationship of the Parties. Nothing in this document shall be construed as
constituting any of the parties as a partner, agent, employer or representative of
the other. Nothing in this document shall be construed as giving the other party
_____________________________________
(Company)
Represented By:
_______________________________________
(Signature over Printed Name / Title)
Authorized Signatory
_______________________________________
(Signature over Printed Name / Title)
Authorized Signatory
Cash Management Services
Master Agreement
any right or authority to act for or in behalf of or in the name of the other party,
and each party agrees to indemnify the other and hold it harmless from and
against any claims, losses, liabilities or damages incurred by the other party as a
result of its unauthorized act or representation or assumption on behalf of or in the
name of the other party.
6. Assignments. The Company shall not transfer or assign any of its rights and
obligations under these terms and conditions in whole or in part without the prior
written consent of BDO.
7. Terms and Conditions Governing Accounts. The Company shall be bound by
BDO’s Terms and Conditions governing Deposit Accounts.
8. Waiver of Rights. BDO’s failure to demand strict compliance with any of provisions
of this Agreement, the Service Supplement and related documents shall not be
construed as a waiver thereof. Any waiver to be effective shall be made in writing
and signed by BDO.
9. Applicable Laws. The terms and conditions and its interpretation and
implementation shall be governed by applicable Philippine laws, including, but
not limited to, Republic Act No. 9160 also known as Anti-Money Laundering Act of
2001, Republic Act No. 8792 also known as Electronic Commerce Act of 2000,
and Republic Act No. 10173 also known as the Data Privacy Act, and its
implementing rules and regulations, and shall be subject to the applicable rules
and regulations of the Bangko Sentral ng Pilipinas and other relevant government
agencies and the business rules, policies and procedure of BDO. In the event of
inconsistency between the provisions of the E- Commerce Act of 2000 and this
Agreement, the latter shall prevail.
10. Notices. Any notice or communication under this Agreement, the Service
Supplement and related documents shall be in writing and shall be delivered
personally or transmitted by registered mail, postage prepaid, electronic email to
the Company’s contact person and address as indicated in the records of BDO.
The Company shall notify BDO in writing of any change in address or contact
details. Notice sent or dispatched to the address/ contact details of Company as
indicated in BDO’s records shall be deemed sufficient, without need of proof of
receipt of such notice by the Company.
11. Assurance. Each of the parties agrees to execute, deliver and perform such other
documents, instruments and deeds, as may be necessary to carry out the
provisions of this Agreement, the Service Supplement and related document.
12. Jurisdiction. Any dispute arising between the parties on this Agreement, the
Service Supplement and related documents, and the performance of their
respective obligations hereunder and thereunder shall be settled by mutual
consultations and negotiations as far as practicable, within ten (10) banking days
from receipt of notice of existence of a dispute. In the event that no amicable
settlement is reached after the lapse of the above mentioned 10 banking day
period, the aggrieved party may initiate the necessary action before the
exclusive jurisdiction of the appropriate courts of Makati City, Philippines.
BDO UNIBANK, INC. (BDO)
Represented By:
_______________________________________
(Signature over Printed Name / Title)
Authorized Signatory
_______________________________________
(Signature over Printed Name / Title)
Authorized Signatory
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