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, revolving 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.
2.1 As used in this document, the following terms shall have the following meanings:
3.1 The T&Cs sets the general framework for (1) the creation by the client of a First Circle Account in 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 without need of any prior consent of the Client but subject to proper notice.
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 shall be required to enter into separate contracts with the entities set out in Schedule A - Schedule of Entities of the T&Cs. First Circle has the right to amend the list of entities set out in Schedule A of the T&Cs without need of any prior consent of the Client but subject to proper notice.
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 First Circle Account for Client and the latter 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 Unless otherwise advised by First Circle, Client shall not be required to pay any fees in relation to the Products and Services availed of.
5.1 Client shall appoint, through a duly notarized Secretary’s Certificate submitted to First Circle, 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 grant the Authorized Representative/s the authority to delegate any of his/her authority to Authorized Users through the First Circle Platform.
5.3 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.
5.4 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.
5.5 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 Revolving Credit Line, it may be viewed and accessed by logging on to the First Circle Platform.
6.1.2 The Client may use the Revolving Credit Line by initiating a Credit Line Drawdown through the First Circle Platform and such use of the Revolving Credit Line through the First Circle Platform constitutes acceptance of these T&Cs.
6.1.3 The Client may use the whole Revolving 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 Revolving 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 Revolving 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 Credit Line active and to ensure that your drawdown request will be approved without delay, Client must continuously comply with First Circle’s credit policy 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 Revolving 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 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 choose 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 are set out in Schedule B - Products and Services.
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. The 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, which shall at all times be kept under strict confidentiality, with First Circle for the purpose of providing the Services to Client. 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, as well as and of the Banking Service Providers in which its bank account is opened and maintained.
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 To avoid any inconvenience, 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 not process any transaction involving the Business Account if it has reason 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 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, 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.
7.1 First Circle shall implement appropriate physical, technical, and organizational security measures to ensure adequate protection and security of data which it may come into possession of while providing the Services or during the course of the opening or management of the Business Account. The collection, processing, and disclosure of personal data shall be subject to First Circle’s Privacy Policy available at https://www.firstcircle.ph/privacy-policy
7.2 Client hereby acknowledges and agrees that any personal data or information relating to its Business Account may be shared and disclosed by First Circle to its Affiliates and third party service providers, including Banking Service Providers, for its creation, maintenance, and operation and to provide Client with continuing Products and Services. Personal data or business information may also be shared with or disclosed to third parties or relevant government authorities or agencies in compliance with applicable laws and regulations, upon a lawful order or directive, or upon a lawful court order.
7.3 In addition to the waiver of rights in other parts of these T&Cs, Client hereby voluntarily and unconditionally waives 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 each case, in favor of, and to the extent necessary for, First Circle, its Affiliates, Banking Service Providers and any of their respective third party service providers to deliver the Products and Services.
7.4 In all cases where Client provides personal data to First Circle, including personal data of its Authorized Representatives and Authorized Users, Client represents and warrants that it previously obtained all necessary and required consents and authorizations to disclose such data for collection, processing, and sharing to First Circle, its Affiliates, Banking Service Providers and to any of their respective third party service providers.
8.1 All intellectual property rights, titles, trademarks, trade names, copyrights, and interests arising from or in connection with the Services, the Business Account, and the First Circle Platform are owned by First Circle, its Affiliates, Banking Service Providers or the relevant third party service provider.
8.2 Client hereby acknowledges and agrees that the provision of the Products and Services or its access and use of the Business Account shall not be construed as granting to the Client any rights, whether express or implied, by license or otherwise, of any intellectual property right, title, trademark, trade name, copyright, or any interest therein.
8.3 Client hereby agrees to use the Business Account only for its intended purposes and shall not disassemble, decompile, copy, modify, or reverse-engineer any part or portion thereof, or allow any person to do so.
9.1 First Circle shall not be liable for any loss or damage of whatever nature arising from or in connection with any of the following:
9.2 Any dispute arising from or in connection with the Client’s instructions or its use of the Business Account or the First Circle Platform, whether authorized or unauthorized, resulting in wrongful, delayed, or inaccurate payment or funds transfer shall in all cases be resolved exclusively between Client and the intended beneficiary.
9.3 First Circle shall in no case be involved in any claim or dispute between Client and its customers, suppliers, service providers, or employees. Client shall hold First Circle free and harmless from any and all liabilities, costs, or damages in connection with any claim or dispute arising from or in connection with Client’s Business Account or the Products and Services.
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 liquidated damages of whatever nature, arising out of or in connection with the Products and Services, and the non-performance, delay, unavailability of, or wrongful execution of transactions by, any third party service provider in connection with or involving the Business Account.
10.1 First Circle reserves the right to suspend or terminate Client’s access to the Business Account or the Products and Services without prior notice in the following cases:
10.2 Except for instances set out in Clause 10.1 of this T&Cs, First Circle may terminate access to the Business Account or the Products and Services at its sole discretion upon prior notice to Client.
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.
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, as decided by First Circle, to the exclusion of all other venues.
11.3 In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of these T&Cs, which shall continue in full force and effect.
11.4 First Circle shall regularly conduct a review of these T&Cs and if necessary, may amend or modify any of the terms or conditions set out herein. By continuing to access the Business Account or avail of the Services, Client shall be deemed to agree to be bound by the amended or modified terms and conditions.
11.5 First Circle does not guarantee the availability of Business Account or the Products and Services and Client hereby acknowledges and agrees that some portion or the entirety of the Business Account or the Products and Services may at times be temporarily unavailable due to maintenance or system updates, or computer, telecommunications, or electrical failure or errors, and/or other reasons which may be beyond First Circle’s 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. Revolving Credit Line and Drawdowns
2. Business Account Products and Services