1.1 These First Circle Terms and Conditions (the “T&Cs”) shall govern the creation, use, operation, and management of the Client’s use of the First Circle Platform and the Client’s First Circle Account with First Circle; and sets out the terms and conditions upon which the Client shall avail of electronic payments, cash management, funds transfer services, Business Credit Line drawdowns, and other financial products and services set out in Schedule B - Financial Products and Services of this T&Cs.
1.2 By creating a First Circle Account and availing of the Products and Services, Client agrees to be bound by the terms and conditions set out under these T&Cs, the Privacy Policy, and other relevant terms and conditions or agreements relevant to the Products or Services to be availed by the Client.
1.3 First Circle reserves the right to refuse to provide the Client access to the Site, Products or Services or to allow the Client to open a Business Account for any reason, including but not limited to reasons relating to credit assessment, know-your-customer requirements, fraud prevention, regulatory compliance, risk management, or internal Policies.
2.1 As used in this document, the following terms shall have the following meanings:
3.1 These T&Cs set the general framework for (1) the creation by the client of a First Circle Account on the First Circle Platform and (2) the provision of the Products and Services set out in Schedule B - Financial Products and Services (the “Products and Services”) to the Client.
3.2 First Circle may offer Client with other Products and Services. As such, First Circle has the right to amend the list of Products and Services set out in Schedule Schedule B - Financial Products and Services to reflect such additional offerings without need of any prior consent of the Client, subject to proper notice. Any amendment that materially affects the terms applicable to Products and Services already availed of by the Client shall be governed by the relevant product-specific agreement, if applicable.
3.3 To allow First Circle to (i) provide the Products and Services and (ii) comply with its obligations under these T&Cs, the Client may be required to enter into separate contracts with the entities set out in Schedule A - Schedule of Entities of the T&Cs. First Circle may amend Schedule A from time to time to reflect changes in service providers or group entities, without the need for the Client’s prior consent, subject to proper notice, provided that such amendment does not materially prejudice the Client’s existing rights.”
4.1 In order to start availing and/or using the Products and Services, Client will have to register and create a First Circle Account within the First Circle Platform.
4.1 Client can register and open a First Circle Account by simply following the steps available at www.firstcircle.ph.
4.3 In compliance with applicable laws and regulations, First Circle shall initiate and perform all necessary know-your-customer (KYC) processes and assessments prior to the creation of the Client’s First Circle Account and on an ongoing basis as required by applicable laws and regulations. The Client hereby agrees to provide all necessary and relevant information and documents for this purpose
4.4 The Client shall be responsible for managing, monitoring, and controlling the use of the First Circle Account, which includes:
4.5 Any instruction, transaction, or action carried out through the First Circle Account and the First Circle Platform using valid credentials shall be presumed to have been authorized by the Client.
4.6 The Client shall immediately notify First Circle upon becoming aware of any unauthorized access, use, or compromise of its First Circle Account or credentials.
5.1 Client shall appoint, through a Secretary’s Certificate submitted to First Circle, an Authorized Representative/s that shall be the Client’s primary First Circle Account user and shall be the default authorized signatory for loan contracts or other documents, unless otherwise delegated by the Authorized Representative/s.
5.2 The Client shall be solely responsible for promptly notifying First Circle of any change in its Authorized Representatives or Authorized Users and for submitting the corresponding updated Secretary’s Certificate or equivalent authorization. Until such change is duly communicated to and accepted by First Circle, First Circle shall be entitled to rely on the authority of the Authorized Representatives and Authorized Users last recorded in its systems, and shall not be liable for any loss, damage, or consequence arising from any act, instruction, or transaction performed by such persons, even if their authority has been revoked or modified internally by the Client.
5.3 The Client shall grant the Authorized Representative/s the authority to delegate any of his/her authority to Authorized Users through the First Circle Platform within the scope permitted under these T&Cs and the First Circle Platform.
5.4 Client warrants and shall ensure that its Authorized Representatives and Authorized Users are authorized to transact with First Circle and that they shall, at all times, comply with First Circle’s Policies and these T&Cs. The Client agrees that any action performed by the Authorized Representatives and the Authorized Users shall be considered as valid and binding on the Client.
5.5 Client warrants and shall ensure that internal controls are in place and that its interests are adequately protected in designating its Authorized Representatives and Authorized Users. It is the Client’s responsibility to ensure that access to the First Circle Platform and its First Circle Account is protected and safeguarded from unauthorized use by persons other than the Authorized Representatives and Authorized Users. Client shall at all times be responsible for the actions or inactions of its Authorized Representatives and Authorized Users.
5.6 The Client agrees that it shall be solely responsible for the use and access of its First Circle Account by its Authorized Representatives and Authorized Users. As such, Client agrees that it shall not hold First Circle liable for any unauthorized use of its First Circle Account arising from unauthorized access from its end and it shall indemnify and hold First Circle free and harmless for any damage or loss that may be caused by the actions or inactions of such Authorized Representatives and Authorized Users.
6.1.1 In the event that First Circle grants the Client a Business Credit Line, it may be viewed and accessed by logging on to the First Circle Platform.
6.1.2 The Client may use the Business Credit Line by initiating a Credit Line Drawdown through the First Circle Platform and such use of the Business Credit Line through the First Circle Platform constitutes acceptance of these T&Cs.
6.1.3 The Client may use the whole Business Credit Line in one Credit Line Drawdown or in as many Credit Line Drawdowns as it may need over time. All outstanding Credit Line Drawdown amounts shall not exceed the Business Credit Line at any given time.
6.1.4 Each Credit Line Drawdown shall be governed by the terms and conditions set out in a separate Disclosure Statement and Loan Agreement that shall be sent to the Client.
6.1.5 Approval of the Business Credit Line and of a Credit Line Drawdown through the First Circle platform shall be governed by First Circle’s relevant credit Policies in force at the time of request.
6.1.6 To keep the Business Credit Line active and to ensure that your drawdown request will be approved without delay, Client must continuously comply with First Circle’s credit Policies in force at the time of the request. Please contact your account manager or drop us a message at support@firstcircle.com to know more.
6.1.7 First Circle reserves the right to disapprove any application for a Business Credit Line or request for a Credit Line Drawdown in accordance with First Circle’s relevant credit Policies, specifically in relation to:
6.1.8 First Circle has the sole discretion to suspend your First Circle Account and your access to the Business Credit Line if it is suspected of being involved in or used for criminal, fraudulent, unauthorized or highly irregular activities, without prior notice or any liability to First Circle. The suspension may continue until we have confirmed the true nature of these activities.
6.2.1 The Client may apply to open a Business Account with First Circle to be able to access the specific products and services included in First Circle’s Business Account offering as set out in Schedule B - Products and Services, as may be amended from time to time, subject to First Circle’s approval and applicable Policies.
6.2.2 Client hereby acknowledges that First Circle is not a banking institution. In order for First Circle to provide the Products and Services under Business Accounts and for Client to avail of the same, Client will be required to open deposit accounts with the Banking Service Providers. Any bank account opened with the Banking Service Providers shall serve as a settlement account for the Products and Services under the Business Accounts, where deposits of the Client or deposits for its Business Account shall be credited and against which payments, funds transfers, as well as fees or charges, if any, shall be debited. By agreeing to these T&Cs, you acknowledge that you have fully read and understood the terms and conditions of the Banking Service Providers governing the deposit accounts that will be created and maintained for your Business Account and agree to be bound by them and all amendments, revisions, and additions which may be communicated to you and effected from time to time.
6.2.3 By opening a Business Account and availing of the the specific Products and Services under the Business Account, Client hereby permits First Circle to examine, inquire, and look into its deposits of whatever nature with any of the Banking Service Providers, including its payment and transaction history (“Bank Data”), and for the latter to share its Bank Data with First Circle solely for the purpose of providing the Products and Services, which shall at all times be kept under strict confidentiality. In this regard, Client hereby voluntarily and unconditionally waives its rights under Republic Act No. 1405 or the “Bank Secrecy Law” in favor of First Circle, its Affiliates, and the relevant Banking Service Providers.
6.2.4 Client hereby acknowledges and agrees that the use of the Business Account shall always be subject to First Circle’s Policies, these T&Cs, as well as any other limitations and conditions that may be imposed by First Circle from time to time.
6.2.5 The Client must at all times ensure that sufficient cleared funds are available in the Business Account to cover any immediate or scheduled transaction it may have, including any charges, fees, and taxes for which it may be liable.
6.2.6 First Circle may decline to process any transaction involving the Business Account if it has reasonable grounds to believe that there is error, fraud, forgery, or breach of security, or if there has been committed a legal violation or criminal activity, or if such violations or activities are being committed and are continuing or are about to be committed, or if the transaction is, in First Circle’s sole determination, inaccurate, incomplete, or inconsistent with its Policies or with any applicable law or regulation.
6.2.7 The funds reflected in the Business Account shall not be regarded as a bank deposit with First Circle and First Circle shall not be obliged to pay any interest for such funds for the time the funds are held.
6.3 Unless otherwise advised by First Circle in accordance with its Policies or applicable agreements, Client shall not be required to meet a minimum initial deposit or maintain a minimum balance in its Business Account in order to start and continue availing of the Business Account Products and Services.
6.3.1 Unless otherwise advised by First Circle, no fees will be charged for your use of First Circle’s Business Account.
6.4.1 The Client may use the First Circle Platform for electronic payment services to accredited billers or merchants and such use constitutes acceptance of these T&Cs.
6.4.2 The Client acknowledges and agrees that the funds reflected in the First Circle Platform reflect the funds in the bank account/s with the Banking Service Provider/s. First Circle has no responsibility related to the bank account/s with the Banking Service Provider/s.
6.4.3 Payments coursed through the First Circle Platform are coursed through the Client’s bank account/s with the Banking Service Provider/s.
6.5.1 The use by Client of First Circle’s check deposit feature shall constitute an endorsement of the check/s payable to Client in favor of First Circle and acceptance of these T&Cs. First Circle shall accept and provisionally credit the funds for deposit to the Client’s Business Account until the checks are cleared and funds are actually received by First Circle. First Circle reserves the right to automatically debit the Client’s Business Account for all amounts covered by any returned or dishonored check, which have been previously credited to the Client’s Business Account, regardless of the reason or cause for such return or dishonor.
6.6.1 The Client may apply for enrollment in the E-Invoicing product, subject to First Circle’s approval and applicable Policies. The E-Invoicing product is a digital tool that allows the Customer to create, send, track, and manage invoices for their own billing and record-keeping purposes. Invoices generated through the platform serve as a demand for payment only. It does not facilitate, process, receive, hold, or settle payments on behalf of the Customer or any person.
6.6.2 Invoices generated by the E-Invoicing product are not represented as Bureau of Internal Revenue (“BIR”)-accredited e-invoices. First Circle does not represent or warrant that invoices generated by the E-Invoicing product are compliant with BIR e-invoicing, VAT invoicing, or other tax documentation requirements.
6.6.3 Invoices generated through the First Circle Platform are created based solely on the information, instructions, and data provided by the Client, and First Circle shall not be responsible for the accuracy, completeness, validity, or enforceability of any invoice or underlying transaction.
6.6.4 The Client shall be solely responsible for:
6.6.4.1 the underlying sale, service, or transaction reflected in any invoice;
6.6.4.2 communications, disputes, or claims raised by buyers in relation to invoices;
6.6.4.3 ensuring that invoices are issued only for legitimate and lawful transactions; and
6.6.4.4 maintaining copies and records of invoices as required by applicable laws.
6.6.4.5 First Circle shall not be liable for any dispute, claim, loss, or delay arising from the Client’s invoicing practices, buyer relationships, or collection efforts.
6.6.5 The specific terms and conditions governing access to and use of the E-Invoicing product shall be set out in separate product-specific terms and conditions, which shall be agreed upon and accepted by the Client. In the event of any inconsistency, such product-specific terms and conditions shall prevail with respect to the E-Invoicing product.
6.7.1 The Client may apply for enrollment in the Payroll product, subject to First Circle’s approval and applicable Policies. The Product enables the Client to manage Client Employee records, configure payroll settings, create and approve Payroll Cycles, and disburse Salaries to employee bank accounts through the First Circle Platform.
6.7.2 The Client acknowledges that it is solely responsible for compliance with all applicable labor, employment, payroll, and tax laws in relation to the compensation of its employees, including the accuracy, legality, and implementation of any payroll calculations, deductions, or adjustments. First Circle does not act as the employer of the Client’s employees and shall have no responsibility for the Client’s compliance with such laws.
6.7.3 The specific terms and conditions governing access to and use of the Payroll product shall be set out in separate product-specific terms and conditions, which shall be agreed upon and accepted by the Client. In the event of any inconsistency, such product-specific terms and conditions shall prevail with respect to the Payroll product.
6.8.1. The Client may apply for enrollment in the Future Salary Access product, subject to First Circle’s approval and applicable Policies. Future Salary Advance enables the Client, in its capacity as employer, to extend salary advances or loans to its employees, which shall be repaid through payroll deductions during the employee’s period of employment with the Client, subject to applicable labor laws and regulations.
6.8.2 The Client acknowledges that it is solely responsible for compliance with all applicable labor, employment, payroll, and tax laws in relation to any salary advance or loan provided to its employees, including the validity and implementation of payroll deductions. First Circle does not act as the employer to the Client’s employees and shall have no responsibility for the Client’s compliance with such laws.
6.8.3 The specific terms and conditions governing access to and use of the Future Salary Access product shall be set out in separate product-specific terms and conditions, which shall be agreed upon and accepted by the Client. In the event of any inconsistency, such product-specific terms and conditions shall prevail with respect to the Future Salary Advance product.
7.1 First Circle shall implement reasonable and appropriate physical, technical, and organizational security measures, in accordance with applicable laws and regulations, to ensure adequate protection and security of data that it may come into possession of in connection with the provision of the Products and Services or the opening, operation, and management of the Business Account. . The collection, processing, and disclosure of personal data shall hall be governed by First Circle’s Privacy Policy, available at https://www.firstcircle.ph/privacy-policy, as may be updated from time to time.
7.2 The Client acknowledges and agrees that personal data and information relating to the Client, its Business Account, the Client’s employees, Authorized Representatives, and Authorized Users may be collected, processed, shared, and disclosed by First Circle to its Affiliates and third-party service providers, including Banking Service Providers, solely for purposes of (i) creating, maintaining, and operating the Business Account, (ii) providing the Products and Services, (iii) complying with applicable laws, regulations, and regulatory requirements, and (iv) managing risk, security, and fraud. Personal data or business information may likewise be disclosed to relevant government authorities or agencies where required by applicable laws or pursuant to a lawful order, directive, or court order.
7.3 In addition to the waiver of rights in other parts of these T&Cs, Client hereby voluntarily and unconditionally waives, to the extent necessary to enable the delivery of the Products and Services, its rights under Republic Act No. 6426 or the “Foreign Currency Deposit Act of the Philippines,” Republic Act No. 8791 or the “General Banking Law,” and Republic Act No. 9510 or the “Credit Information System Act,” as may be amended, in favor of First Circle, its Affiliates, the Banking Service Providers, and their respective third-party service providers.
7.4 The Client represents and warrants that, in all cases where it provides personal data to First Circle, including personal data relating to its employees, Authorized Representatives and Authorized Users, it has obtained all necessary consents, authorizations, and notices required under applicable data privacy and other laws to permit the collection, processing, sharing, and disclosure of such data to First Circle, its Affiliates, Banking Service Providers, and their respective third-party service providers for the purposes described in these T&Cs. The Client shall remain responsible for any failure to obtain such consents or authorizations.
8.1 All intellectual property rights, including all rights, title, and interest in and to the First Circle Platform, the Business Account, the Products and Services, and all related software, systems, designs, interfaces, trademarks, trade names, copyrights, and other proprietary materials (collectively, the “First Circle IP”) are owned by or licensed to First Circle, its Affiliates, Banking Service Providers, or the relevant third-party service providers, as applicable.
8.2 The Client acknowledges and agrees that, except for the limited right to access and use the First Circle Platform and the Products and Services in accordance with these T&Cs, no intellectual property rights are granted or transferred to the Client, whether by license, implication, estoppel, or otherwise. Nothing in these T&Cs shall be construed as granting the Client any ownership or proprietary rights in any First Circle IP.
8.3 The Client agrees to use the Business Account and the First Circle Platform solely for their intended purposes and shall not, and shall not permit any third party to, copy, reproduce, modify, create derivative works from, disassemble, decompile, reverse-engineer, attempt to derive the source code of, or otherwise exploit any part of the First Circle Platform or the First Circle IP, except to the extent expressly permitted by applicable law.
9.1 To the fullest extent permitted by applicable law, First Circle shall not be liable for any loss, damage, or expense of whatever nature arising from or in connection with:
9.2 Any dispute arising from or in connection with the Client’s instructions or its use of the Products or Services, Business Account, or the First Circle Platform, whether authorized or unauthorized, resulting in wrongful, delayed, or inaccurate payment or funds or transfer shall in all cases be resolved exclusively between Client and the intended beneficiary. First Circle shall not act as an intermediary, agent, or dispute resolution authority in such matters.
9.3 First Circle shall not be liable, and shall not be involved in, any claims or disputes between Client and its customers, suppliers, service providers, employees, or any other third party arising from or in connection with the Client’s Business Account or the Products and Services. The Client shall indemnify and hold First Circle, its Affiliates, and service providers free and harmless from any claims, liabilities, costs, or damages arising therefrom.
9.4 First Circle shall not be liable for any loss of actual or anticipated profits, loss of business opportunity, or any special, consequential, indirect, incidental, punitive, or exemplary damages, whether foreseeable or not,, arising out of or in connection with the Products and Services, including the non-performance, delay, unavailability, or wrongful execution of transactions by any third-party service provider.
10.1 First Circle may, as permitted by applicable law, suspend or restrict the Client’s access to the Business Account, the First Circle Platform, or any of the Products and Services, with or without prior notice, where First Circle has reasonable grounds to believe that such action is necessary, including but not limited to the following circumstances:
10.2 Except as otherwise provided above, First Circle may terminate the Client’s access to the First Circle Platform, Business Account, or any of the Products and Services at its discretion. Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.
10.3 Upon suspension or termination, the Client shall remain responsible for all outstanding obligations, liabilities, fees, charges, and amounts due to First Circle, and First Circle may take such actions as are reasonably necessary to settle or close the Client’s Business Account in accordance with applicable laws and regulations.
10.4 The provisions on Confidentiality, Data Privacy and Data Protection, Intellectual Property, Liability, Indemnity, and Governing Law, and any other provisions which by their nature are intended to survive, shall survive the suspension or termination of these T&Cs.
11.1 Client may not assign any of its rights and obligations to any third party arising from the Business Account without the First Circle’s prior written consent. First Circle may assign or transfer its rights and obligations under these T&Cs, in whole or in part, including in connection with any merger, reorganization, sale of assets, or similar transaction, without the Client’s consent.
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 the terms herein shall be brought exclusively before the jurisdiction of the competent courts of Pasig City or Taguig City, at the option of y First Circle, to the exclusion of all other venues.
11.3 If any provision of these T&Cs is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
11.4 First Circle may amend or modify these T&Cs from time to time. Any such amendment shall take effect upon posting on the First Circle website or the First Circle Platform, as applicable. The Client’s continued access to or use of the Business Account or the Products and Services after the effective date of such amendment shall constitute acceptance of the amended T&Cs.
11.5 First Circle does not guarantee uninterrupted or error-free availability of the First Circle Platform, Business Account or the Products and Services. TheClient acknowledges and agrees all or any portion of the Business Account or the Products and Services may be temporarily unavailable due to maintenance, system upgrades, force majeure events, failures of third-party service providers, or other circumstances beyond First Circle’s reasonable control.
If you have questions regarding these T&Cs, please contact us at the details found on www.firstcircle.ph/contact-us
In addition to First Circle, the Client is hereby authorized to enter into any contracts with the following entities related to the Client’s use of First Circle’s Business Account:
1. Business Credit Line and Drawdowns
2. Business Account Products and Services
Read our other Terms & Conditions: