(a) Client shall ensure that it has all the equipment in good operating condition necessary for its

ts orderly and
efficient availment of the ePaycard and Funds Transfer or eCrediting Facilities using the UnionBank system
such as but not limited to personal computers, telephone lines, modem, and other facilities that the Bank may
require for the operation of the Facilities.
(b) The Client shall be responsible for ensuring that all enrolled accounts pertain to its bona fide employees,
agents and/or beneficiaries and shall thus indemnify and hold the Bank free and harmless from any liability or
damage that any person or entity may incur in relation to or arising from any and all fraudulent or fictitious
accounts enrolled under the Facility.

(ii) BANK RESPONSIBILITIES. –

(a) The Bank warrants and agrees that it shall ensure the protection of the data privacy rights of the Client Data
Subjects, or individuals whose personal, sensitive personal, or privileged information is controlled by or
processed by the Client on its own or through its representatives, in the implementation of this Agreement.
Pursuant thereto, both Parties agree to comply with the Data Privacy Act of 2012 and all applicable and
relevant laws, their respective implementing rules and regulations and data privacy protection rules and policies
being implemented or to be implemented by the National Privacy Commission. In line therewith, each Party
warrants and represents that it has in place and is implementing all the organizational, physical and technical
security measures for the protection of Personal Information and/or Sensitive Personal Information required
under the Data Privacy Act, and any additional or specific measures required by the data privacy protection
rules and policies being implemented or to be implemented.
(b) The Bank shall take all the steps necessary to ensure that any person acting under its authority and who has
access to Personal Information and/or Sensitive Personal Information of the Client Data Subjects processed,
does not process them except upon the Client’s instructions, or in accordance with applicable law.
Notwithstanding anything to the contrary, the Bank shall be the Personal Information Processor as defined
under the Data Privacy Act of 2012. Hence, the Client as the Personal Information Controller shall be
responsible in obtaining the consent of its Data Subjects.
(c) The Bank will ensure that its requirements and procedures stated herein as well as those indicated in the
CMODS, and BBEF are complied with and observed.
(d) The Bank agrees to provide the Client with the requisite enrollment forms and other documents, including
appropriate training and/or orientation in the proper use of the Facilities, if applicable
(e) The implementation by the Bank of its standard procedures for maintaining the confidentiality of information
relating to its clients’ accounts shall constitute compliance with its obligation to exercise due care in the use and
operation of the Facility.
(f) In case of failure or breakdown of the Bank’s system(s), the Bank shall exert its best efforts to inform the Client
prior to the occurrence and expected duration thereof, the remedial measures that it will undertake and the
effect/s of the same on the Facilities. The Client shall in turn communicate such exigency to the Payees.

8. RE-CLASSIFICATION OF ACCOUNTS. –

(a) DELISTED PAYEES.

On a monthly basis, Client shall submit to the Bank a list of Payees no longer entitled to the Facility via a letter of
notification indicating therein the account name and account number of the Payee. The letter of notification shall be
in the file format specified by the Bank and must be given to the maintaining branch on or before the 5 th day of every
month beginning on the month after this Addendum is signed. Inactive and delisted EAs shall be reclassified as
personal savings / regular checking account and shall be subject to the regular fees and charges of the Bank as
provided under provision (4.b.xiii.) herein.

(b) EXECUTIVE PAYROLL ACCOUNTS. (Applicable for Payroll Use only)

For EPA Credit-Based arrangements wherein EPA tagging is based on monthly payroll credits, EPAs that do not
meet the aggregated monthly payroll credit of at least One Hundred Thousand Pesos (P100,000.00) for six (6)
consecutive months shall be untagged as Executive Payroll/Business Class accounts and re-classified as regular
EAs. On a biannual basis, the Bank shall submit a letter of notification to the Client indicating the account names and
account numbers of delisted EPAs. The Client holds the Bank free of liability from any disputes raised by the Payees
regarding the removal of their EPA from the Business Class feature due to the client’s failure to maintain the
required aggregated monthly payroll credit of at least One Hundred Thousand Pesos (P100,000.00) for at least six
(6) consecutive months (for Credit-based) or maintain the required ADB (for ADB-based) as stipulated in provision
(3).
9. LIMITATION OF LIABILITIES. – The Client agrees to hold the Bank free and harmless from any and all liabilities,
claims, causes of action, losses, costs, expenses, and damages that may be incurred by the Client as a
consequence of:
(a) Any incorrect data provided to the Bank and/or technical failure that may occur with the Client’s
servers/computers/intranet or Internet connection and other communications devices. The Bank shall treat any
and all data received by the Bank from the Client’s duly authorized representatives or Users as fully authorized
by the Client. All encoded data shall be conclusive, valid and binding upon the Client and thus, the Bank shall
not be under any obligation to verify the same from outside sources. This however shall not prevent the Bank
from conducting verification procedures as it deems necessary and from refusing to execute its obligations
under this Agreement as a result of its verification procedures.
(b) Any deficiency in the payments or remittances made by the Client to its Payees. The Bank shall not be
responsible for monitoring or reconciling the payments/remittances made by the Client through the Facilities
availed. As such, the Client shall indemnify and herein holds the Bank free and harmless from any and all
liability related to or arising from said payments.
(c) Failure or delay on the part of the Client to promptly act on any request of its Payees for official receipts,
adjustment and/or re-computation of payments made, and the like.
(d) Use or misuse of the Facilities, fraud, or misrepresentation on the part of the Client, its officers, Payees, and/or
representatives.
(e) Natural disasters and calamities or events or circumstances beyond the control of the Bank such as typhoons,
earthquakes, fires, strikes, lockouts, war, rebellion, and electrical, technical, and/or mechanical failure.
(f) In no event shall the Bank be liable for special, indirect, incidental, exemplary or consequential damages
including, but not limited to, lost profits and opportunities resulting from use or inability to use the Facilities.

10. FEES AND CHARGES –

For ADB-based pricing arrangements, failure by the Client to maintain the required ADB shall authorize the Bank to
impose a two percent (2%) penalty per month on the deficiency amount computed as follows: Required ADB less
Month-To-Date ADB multiplied by two percent (2%). The Bank shall automatically debit this penalty from the