BANK OF COMMERCE POS MERCHANT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This POS MERCHANT AGREEMENT (the “Agreement”) is made and entered into this
Day day of Month 20__, by and between:

BANK OF COMMERCE, a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal place of business at San Miguel Properties Centre, No. 7 St.
Francis Street, Mandaluyong City, represented herein by its
TRANSACTION BANKING GROUP HEAD, MS. MARY
ASSUMPTA GAIL C. BAUTISTA and its ASSIGNED LOCATION
AREA HEAD, COMPLETE NAME (hereinafter referred to as
“BANK”).

- and –

Young Men's Christian Association of the City of Baguio Inc. , a corporation duly
organized and existing under the laws of the Republic of the Philippines,
with principal place of business located at Post Office Loop, Salud Mitra,
Baguio City represented herein by its Corporate Secretary, Charisse Ann B.
Taligan-Ambas (hereinafter referred to as “MERCHANT”).

W I T N E S S E T H: That -

WHEREAS, BANK has entered into an AGREEMENT with BancNet, and has been
authorized to act as an Acquirer and Depository Bank with regards to the use of BancNet’s
Electronic Fund Transfer-Point of Sale (“EFT-POS”) network (hereinafter referred to as the
“Network”).

WHEREAS, the MERCHANT has expressed its intention to utilize the Network for the
furtherance of its business;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants contained herein, it is hereby agreed as follows:

1. SCOPE OF THE SERVICE

a. Bank of Commerce, also known as the BANK, is an Acquirer of BancNet’s EFT-POS

(Electronic Fund Transfer-Point of Sale) that is engaged in electronic payment processing
business which allows acceptance of Cards as payment for goods purchased, loan
installment, fees and license, or services availed of. Cash withdrawal via the EFT-POS
terminal is out of scope under this Agreement.

b. The BANK appoints the MERCHANT as an accredited merchant authorized to accept

payments from Cards through POS Terminals deployed by the BANK, through its
accredited Terminal Provider, at MERCHANT’s establishments. The MERCHANT,

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 1 of 12

 by signing this Agreement, accepts the appointment; the covenants contained herein, and
the Rules and Regulations of BancNet with regard to the use of the Network.

c. The MERCHANT shall maintain an account with the BANK as Settlement Account for
crediting MERCHANT sales net of agreed commissions and debiting of Minimum
Guaranteed Revenue (“MGR”) as described in Section 10 hereof.

d. The MERCHANT acknowledges that the use of the POS Terminals is a privilege and
not a right; hence the BANK and/or BancNet have the discretion to suspend or terminate
use of the POS Terminals in accordance with the terms below.

2. DEFINITION OF TERMS:

a. POS Terminals shall refer to an integrated unit Point-of-Sale (POS) Terminals provided
by the BANK, through its accredited Terminal Provider.

a. Card or Cards shall refer to the unexpired debit card including cash card issued by any
of the BancNet member banks or unexpired debit or cash cards issued by other card
issuers that have been accredited by BancNet to use on its POS Terminals.

b. Cardholder shall refer to the authorized owner of any Card

c. Cardholder Bank shall refer to the issuer of the Card.

d. Settlement Account shall refer to the Bank of Commerce account where transactions
subject of this Agreement shall be credited or debited.

e. Service shall mean affiliating merchants, POS deployment and management, relationship
management, merchant education, settlement and payments.

h. Transaction Receipt shall refer to the paper receipt generated by the POS Terminal after
each successful transaction processed thereat.

3. TELEPHONE LINES AND INSTALLATION REQUIREMENTS

The MERCHANT shall provide the communication line, and the electrical and civil works
required for the installation of the POS Terminal at the MERCHANT site.

4. THE BANK, THROUGH ITS POS PROVIDER’S TERMINALS AND ACCESSORIES

The BANK, shall coordinate with its authorized Terminal Providers to provide the
MERCHANT with the necessary POS Terminals, printers and accessories.

It is understood, however, that the MERCHANT shall exercise reasonable care in handling and
operating the POS Terminals, printers and accessories, which shall remain the property of the
Terminal Provider. The BANK shall likewise coordinate with its accredited Terminal Providers
for the repairs and maintenance of the POS Terminals and printers necessitated by ordinary wear
and tear. The costs of repairs and Maintenance brought about by the fault or negligence of the
MERCHANT shall be borne solely by the MERCHANT.

a. All electrical consumption for the use of the POS Terminal, printers and accessories shall
be for the account of the MERCHANT.

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 2 of 12

 b. In the event the POS Terminals, printers and accessories are damaged or lost while in the
possession of the MERCHANT, the MERCHANT shall pay the BANK for their
damage or loss, plus reinstallation charges.

c. The POS Terminals, printers and accessories shall be maintained, replaced and repaired
only through coordination with the BANK through its accredited Terminal Provider. The
POS Terminals, printers and accessories may at any time be replaced by the BANK,
through its accredited Terminal Provider, with similar equipment.

d. The MERCHANT shall not allow alteration, connection or interface to the POS
Terminal without prior consent from the BANK, through its accredited Terminal
Provider.

5. SIGNAGE

a. The BANK shall provide the signage and other promotional materials at no cost to the
MERCHANT.

b. The MERCHANT shall conspicuously display and maintain at its place of business the
decals, stickers, plastic stands and other promotional materials provided by the BANK.

6. SUPPLIES

The BANK, through its accredited Terminal Provider, shall provide the MERCHANT adequate
stock of receipts and printer ribbons necessary to the normal operation of the POS Terminals.

7. PURCHASES

The MERCHANT shall honor and accept the Card presented by the Cardholder in the purchase
of merchandise and/or services rendered by the MERCHANT, subject to the following
verification:

a. the Card has not yet expired;

b. it belongs to any of the BancNet Member Banks or to any card issuer accredited by
BancNet to use POS Terminals;
c. its ownership has been ascertained through the PIN encoded on the PIN PAD; and
d. the approval of the Cardholder Bank was obtained through the POS Terminal.

The selling price of the goods and services purchased by the Cardholder shall be the selling price
for cash purchases.

8. TRANSACTION APPROVAL

The MERCHANT shall secure transaction approval through the POS Terminal in accordance
with the verification procedures set forth in Section 7 hereof.

9. TRANSACTION RECEIPT

Each transaction shall be covered by a Transaction Receipt generated by the POS Terminal. The
amount in the Transaction Receipt represents the amount debited from the account of the
Cardholder for the merchandise purchased and/or services rendered.
BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 3 of 12
10. FEES AND MINIMUM GUARANTEED REVENUE (MGR) PER MONTH PER
TERMINAL

The MERCHANT agrees to pay the BANK a Merchant Discount Rate (MDR) of TWO
PERCENT (2%) of the amount purchased using the POS Terminals. At the end of each
month, the BANK shall compute the total revenue per terminal and in case the total revenue
computed is less than the MGR, the BANK shall debit the balance in full by debiting the
MERCHANT’s Settlement Account.

The BANK, however, reserves the right to pull out the POS terminal if upon analysis, the BANK
determines that such POS terminal falls below the BANK’s performance standards. If the
MERCHANT requests the BANK not to pull out the non-performing POS terminal, the BANK
shall charge the MERCHANT a monthly Minimum Guaranteed Revenue of TWO
THOUSAND PESOS (PhP 2,000.00) for each non-performing terminal.

In no case shall a waiver of MGR be allowed for all installed terminals.

The BANK may from time to time adjust the MDR & MGR subject to a fifteen (15) day notice
period

11. CREDITING OF SETTLEMENT ACCOUNT FOR PURCHASES USING THE CARD

The MERCHANT agrees and warrants that it shall maintain a Settlement Account with the
BANK into which the aggregate amount of purchase net of the agreed commission rate or
transaction fee as specified in section 10 will be credited. The MERCHANT further agrees and
warrants that at the end of each month and for a period of ten (10) days thereafter, its Settlement
Account shall have available funds equivalent or greater than the MGR referred to in section 10
and required ADB referred to in Section 16.ii.

The crediting of the net amount of purchases to the MERCHANT’s Settlement Account shall be
the next banking day from the date of purchase.

The MERCHANT shall allow the BANK to make the required adjustments within three days
from the transaction date without any adverse consequence on the Cardholder, the BANK or
other BancNet Member Banks for uncredited payments, provided the delay in crediting was
unavoidable and beyond the control of the BANK.

The MERCHANT shall allow the BANK to debit the Settlement Account of the MERCHANT,
upon prior notice to the latter, for the amount previously credited thereto and which was
subsequently proven invalid. Furthermore, the account shall be subject to the terms and
conditions, and documentary requirements stipulated in the deposit account agreement.

12. RETURNS

Return of merchandise shall be settled directly between the MERCHANT and the Cardholder.

13. REPORTORIAL REQUIREMENTS

The BANK through its accredited Terminal Provider shall provide the MERCHANT with the
summary report of purchases, which shall be the basis for the crediting of the Settlement
Account of the MERCHANT by the BANK. The BANK through its accredited Terminal
Provider, shall transmit the report through electronic file transfer to the MERCHANT, if the

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 4 of 12

MERCHANT requires. However, the MERCHANT shall provide the necessary equipment at
their end for electronic file transfer.

It shall be the responsibility of the MERCHANT to review and reconcile all purchases against
the Transaction Receipts and the printouts, and report to the BANK any discrepancies or
adjustments not later than the second banking day from the date of receipt of the reports.

14. DEFECTIVE TERMINALS

It is the MERCHANT’s responsibility to report defective terminals to the BANK. Billing

adjustment shall only be effected for defective terminals that have been duly reported to the
BANK. The adjustment shall take effect from the time of the MERCHANT's report until the
time the terminal has been serviced and proven to be operational.

MERCHANT hereby understands and accepts that no billing adjustment shall be effected for
defective terminals that have not been reported to the BANK.

15. TERMINATION OF BUSINESS

In the event that the MERCHANT decides to discontinue its business, the MERCHANT shall
give the BANK a signed written notice thereof at least Forty-five (45) days prior to the
discontinuance with specific available dates, time, and complete address for POS Terminal
pickup.

This Agreement shall be binding upon the parties hereto and their successors or assigns.
However, the BANK reserves the right to terminate the MERCHANT’s appointment and render
this Agreement ineffective by prior written notice to the MERCHANT for any of the following
reasons:

i. the MERCHANT, as determined by the BANK, has committed acts prejudicial to

the interest of the BANK, or if any of the terms and conditions contained herein is
violated; or,
ii. The MERCHANT is unable to generate transactions sufficient to sustain the
economic viability of the terminal/s installed at the MERCHANT outlets and the
MERCHANT refuses to pay the Minimum Guaranteed Revenue.

Upon termination of the MERCHANT's appointment for any reason, the MERCHANT shall
return to accredited Terminal Providers, the POS Terminals, printers and accessories, all unused
supplies, promotional materials, and other materials and equipment provided by the BANK in
connection with this Agreement. Any return of equipment or supplies shall be directly
coordinated with the BANK prior to the actual return thereof.

16. SETTLEMENT ACCOUNT

i. the MERCHANT agrees to maintain a checking/savings account at the BANK’s

BRANCH NAME Branch with account no. ACCOUNT NUMBER as the
Settlement Account with the purpose of crediting the purchases and/or services
availed from the MERCHANT by the Cardholders of BancNet member banks
received through POS Terminal. The opening, operation and maintenance of the
Settlement Account shall be subject to the rules and regulations and documentary
requirements stipulated in the Terms and Conditions Governing Deposits as
prescribed by the BANK.

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 5 of 12

 ii. as long as this Agreement is in effect, the MERCHANT agrees to maintain a
minimum Average Daily Balance (ADB) of FIFTY THOUSAND PESOS
(Php50,000.00) in the Settlement Account starting on Month day, 20YY.

iii. the MERCHANT acknowledges that the aggregate amount of the transactions
received by the BANK will be credited to the Settlement Account. The basis of the
crediting of the aggregate amount of the transactions received shall be the summary
report which shall be provided by the BANK through its accredited Terminal
Provider, the next banking day from date of purchase. The BANK shall credit the
aggregate amount of purchases received, net of the agreed commission rate, to the
Settlement Account.

iv. in case of a request to change the Settlement Account, the MERCHANT shall
provide the BANK with a signed written request for that purpose, indicating therein
the new settlement account number, at least five (5) banking days prior to the
effectivity of the request.

v. the MERCHANT agrees that the BANK shall automatically debit the Settlement
Account, upon prior notice for any amount previously credited to the Settlement
Account but was subsequently proven invalid.

vi. Any discrepancy in the amount paid by the Cardholder, as well as any complaint
arising from a purchase made by the Cardholder shall be referred or directed to the
MERCHANT. The BANK shall not be liable in any way for any such discrepancy
and the MERCHANT shall hold the BANK free and harmless from any
accountabilities of such discrepancy. Reconciliation may, however, be coordinated by
the MERCHANT with the BANK, which will likewise reconcile with BancNet and
the Issuer and Acquirer Banks.

17. DISPUTES HANDLING/ RESOLUTION OF CARDHOLER COMPLAINTS

i. Fraudulent/disputed transactions shall be handled following BANCNET’s Dispute

Handling Procedures.
ii. The parties shall jointly and expeditiously investigate Cardholders’ complaints
relative to the access or use of the EQUIPMENT, and each party warrants and
undertakes to provide the information and documents requested by the other party for
the purpose of resolving the complaints.

18. EFFECTIVITY

This Agreement shall be binding upon the parties upon approval by the BANK of the
MERCHANT'S application which will be established when BancNet, has defined the
MERCHANT’s Merchant lD and Termiml lD/s, and will remain in force and effect for a period
of three (3) years from date of live production (“Initial Period”). At the end of the Initial Period
and every year thereafter, this Agreement shall be automatically renewed for an additional period
of one year, unless a signed written notice of termination is served by one party to the other party
at least sixty (60) days prior to the end of the applicable period. All obligations of the parties
incurred or existing under this Agreement as of the date of the termination shall survive such
termination.

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 6 of 12

19. PERIODIC REVIEW OF OPERATIONS AND PERFORMANCE

The parties agree to conduct annual review of the different aspects of the services and operations
under this Agreement with a view to arriving at mutually acceptable terms for the continuance or
discontinuance of the Services under this agreement.

20. NOTICES

Any notice required or permitted to be given pursuant to this Agreement shall be in writing and
shall be deemed to have been properly given when
a. personally delivered,
b. sent by registered mail, postage prepaid to the parties in their respective addresses
appearing in this Agreement,
c. sent by courier service, or
d. sent by email.

The date of any notice shall be deemed to be the date

a. of receipt if delivered personally or by courier service,
b. ten (10) days after posting if sent by registered mail, or
c. the email was sent by the party giving notice.

21. SEPARABILITY OF PROVISIONS

Should any of the provisions contained in this Agreement be held invalid, illegal or
unenforceable, the remaining provisions contained herein shall not in any way be affected or
impaired.

22. WARRANTIES AND REPRESENTATIONS

a. The MERCHANT acknowledges that it is operating under the BANK’s authority as

Acquirer of BancNet EFT-POS. The MERCHANT may not offer the BANK’s Service,
to other persons or entities, whether or not as part of its own product or services. The
MERCHANT further acknowledges that any and all copyright, industrial rights and
intellectual property rights over any and all software, hardware, tools, and materials (the
"IPR MATERIALS") provided by the BANK, through its accredited Terminal Provider,
and used, directly or indirectly, in the installation and provision of the services and
facilities referred to in this Agreement, belong to, are licensed to, and/or are owned by the
BANK and/or its accredited Terminal Provider. The MERCHANT shall take all
reasonable measures to protect the BANK’s, copyright, industrial rights and intellectual
property rights over the IPR MATERIALS.

b. The MERCHANT accepts that the BANK shall not be held liable to the MERCHANT
or to any party for any loss or damage arising from any faults or delays in the delivery of
the Service or for any inaccuracies or omissions in the Service due to circumstances or
events beyond the BANK’s control, such as, but not limited to the following: power
failure and fluctuation, telecommunication line failure, hacking, computer breakdown,
error, or malfunction, and related issues.

c. The MERCHANT commits that it shall, in perpetuity, have the obligation not to divulge
confidential information, neither shall it make and/or retain any copy of confidential
documents and communications, or in any way use the same, without the written consent
of the BANK. "Confidential Information" refers to information in any form which the
BANK considers secret, private, privileged, classified or proprietary, and which the
BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 7 of 12
 MERCHANT may receive, be privy to, discover, and/or obtain, whether directly or
indirectly, during the Term of this Agreement. This obligation of confidentiality and non-
disclosure applies with equal force to the MERCHANT'S owners, directors, employees,
and representatives.

23. DATA PRIVACY

The Parties shall comply with applicable provisions of Republic Act No. 10173 or the Data
Privacy Act of 2012, its implementing rules and regulations, and the issuances and circulars of
the National Privacy Commission, as well as other applicable personal data privacy and security
laws and regulations ("Privacy Laws"). At all times, both Parties shall implement the appropriate
and reasonable level of organizational, physical, and technical security measures to safeguard
personal data that might be processed pursuant to this Agreement against unauthorized access,
destruction, disclosure, transfer or improper use and to ensure its confidentiality, integrity, and
availability. In the event that any personal data will be disclosed in relation to this Agreement,
the party disclosing such personal data shall ensure that the required consents under the Privacy
Laws have been obtained from the relevant data subjects.

24. COVERAGE

This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The MERCHANT may not, however, assign or transfer its rights
hereunder without the prior written consent of the BANK.

25. INDEMNIFICATION

The MERCHANT shall indemnify, hold harmless, and defend the BANK from and against any
and all suits, claims, damages, losses and/or causes of action arising from or in connection with
the access or use of the EFT-POS network, unless the same is a solely attributable to the fault or
gross negligence of the BANK.

26. VENUE OF SUIT

Venue of all actions arising from this Agreement shall be brought exclusively in the proper
courts in Mandaluyong City or _________________, at the option of the aggrieved Party, and to
the exclusion of all other venues which the Parties hereby expressly waive.

The MERCHANT hereby agrees to be bound by the terms and conditions set forth above upon
approval of the BANK to be indicated by the issuance to the MERCHANT of a Merchant ID
and Terminal lD/s. The MERCHANT warrants that the signatory/ies has/have been authorized
by its Board of Directors or appropriate approving authorities to enter into and sign this Terms
and Conditions.

CONFORME:

Young Men's Christian Association of the City of Baguio Inc. BANK OF COMMERCE

/ / / /
Charisse Ann B. Taligan-Ambas Mary Assumpta Gail C. Bautista
Corporate Secretary SVP - TBG HEAD
BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 8 of 12
 / / / /
Robert B. Sison COMPLETE NAME
General Secretary ASSIGNED LOCATION AREA HEAD

Witnessed By:

/ / / /
Jeffreyson M. Pakias COMPLETE NAME
President BRANCH MARKETING OFFICER

Endorsed By:

SIGNATURE / /
COMPLETE NAME
BRANCH MANAGER

Prepared, Reviewed, Signature Verified By:

SIGNATURE / /
COMPLETE NAME
BRANCH MARKETING OFFICER

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 9 of 12

 ACKNOWLEDGEMENT

Republic of the Philippines)

_______________ City )S.S.

BEFORE ME, a Notary Public of and in Manila, Philippines on this ___ day of _____, 20__
personally appeared:

Name SSS or Government-issued ID No. Date/Place of Issue

BANK OF COMMERCE TIN Number: 000-440-440-000 Manila

Mary Assumpta Gail C. Bautista Passport # P8061191B Manila

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their free and voluntary act and deed and of the
corporation which each represents.

WITNESS MY HAND AND SEAL on this ___ day of _______________ , 20__ in Metro Manila.

NOTARY PUBLIC
Doc. No. :
Page No. :
Book No. :
Series of 20__

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 10 of 12

 ACKNOWLEDGEMENT

Republic of the Philippines)

_______________ City )S.S.

BEFORE ME, a Notary Public of and in Manila, Philippines on this ___ day of _____, 20__
personally appeared:

Name SSS or Government-issued ID No. Date/Place of Issue

BANK OF COMMERCE TIN Number: 000-440-440-000 Manila

NAME OF AREA HEAD SSS or Government-issued ID No. Please specify

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their free and voluntary act and deed and of the
corporation which each represents.

WITNESS MY HAND AND SEAL on this ___ day of _______________ , 20__ in Metro Manila.

NOTARY PUBLIC
Doc. No. :
Page No. :
Book No. :
Series of 20__

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 11 of 12

 ACKNOWLEDGEMENT

Republic of the Philippines)

_______________ City )S.S.

BEFORE ME, a Notary Public of and in Manila, Philippines on this ___ day of _____, 20__
personally appeared:

Name SSS or Government-issued ID No. Date/Place of Issue

Young Men's Christian

Association of the City
of Baguio Inc. Corporate TIN Number/SSS Please specify
Robert B. Sison SSS or Government-issued ID No. Please specify
Jeffreyson M. Pakias SSS or Government-issued ID No. Please specify

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their free and voluntary act and deed and of the
corporation which each represents.

WITNESS MY HAND AND SEAL on this ___ day of _______________ , 20__ in Metro Manila.

NOTARY PUBLIC
Doc. No. :
Page No. :
Book No. :
Series of 20__

BANK OF COMMERCE POS MERCHANT AGREEMENT – MDR v20220621 PAGE 12 of 12