Terms & Conditions

01

INTRODUCTION

1.1 These Terms and Conditions (the “T&Cs” ) shall govern the creation, use, operation, and management of the Client’s use of the Jia Financing Platform and the Client’s account with Jia Financing Inc. (the “Jia Account” ); and sets out the terms and conditions upon which the Client may avail of business credit lines, invoice financing, receivables financing, purchase order financing, working capital financing, and other financing products and services offered by Jia Financing Inc. (collectively, the “Financing Products” ).

1.2 By creating a Jia Account and availing of the Financing Products, the Client agrees to be bound by the terms and conditions set out under these T&Cs, the Privacy Policy (available on the Jia Financing website), and any other relevant terms and conditions or agreements specific to the Financing Products to be availed by the Client.

1.3 Jia Financing Inc. reserves the right to refuse to provide the Client access to the Site, Financing Products, or to allow the Client to open a Jia 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.

DEFINITIONS

2.1 As used in this document, the following terms shall have the following meanings:

“Affiliates” means the parent entities, subsidiaries, or any entity affiliated with Jia Financing Inc., or an entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Jia Financing Inc.;

“Authorized Representative/s” means the primary natural person/s identified by the Client and whose identities and personal details are made known and communicated to Jia Financing Inc. and who are represented by the Client as such representatives duly authorized to give instructions on its behalf, whether in person or through electronic communications or other channels, and to execute the necessary documents and/or perform actions through the Jia Financing Platform or other channels made available or approved by Jia Financing Inc. to effect such instructions with respect to the handling, management, and operation of its Jia Account, as evidenced by a Secretary’s Certificate in the form prescribed by Jia Financing Inc.;

“Authorized Users” means the natural person/s identified by the Authorized Representative as duly authorized representatives of the Client through the Jia Financing Platform, who are authorized to perform specific and limited functions on its behalf (e.g., uploading documents, viewing statements) but, unless expressly delegated, do not have the authority to bind the Client contractually;

“Banking Service Providers” means, collectively, Netbank (A Rural Bank), Inc. and/or other institutions duly licensed and regulated under applicable laws that Jia Financing Inc. may engage in connection with the Jia Financing Platform to provide settlement, deposit, or payment services;

“Business Credit Line” means the credit limit granted by Jia Financing Inc. to the Client which the Client may draw funds from up to a specified amount for a specified period;

“Client” means the person or entity creating the Jia Account and availing of the Financing Products from Jia Financing Inc., whether acting in its own capacity or through its Authorized Representatives or Authorized Users;

“Credit Line Drawdown” means a drawdown from the Business Credit Line;

“Disclosure Statement and Loan Agreement” means the agreement between the Client and Jia Financing Inc. that sets out the terms and conditions of each Credit Line Drawdown or specific financing transaction (e.g., invoice financing, receivables financing);

“Financing Products” shall have the meaning ascribed to the term in Clause 1.1;

“Jia Account” means the Client’s account opened within the Jia Financing Platform for the purpose of availing of the Financing Products;

“Jia Financing Inc.” means Jia Financing Inc., a financing company duly incorporated under the laws of the Republic of the Philippines, operating the websites jia.ph (Philippines) and jia.xyz (global);

“Jia Financing Platform” means the IT-based platform owned and developed by Jia Financing Inc. and its Affiliates, accessible via jia.ph or jia.xyz, through which the Financing Products are provided and the Jia Account is made available to the Client;

“Policies” means the internal rules, guidelines, procedures, and requirements issued by Jia Financing Inc. from time to time in relation to the use of the Jia Financing Platform, Jia Account, or Financing Products, as may be amended from time to time;

“Secretary’s Certificate” means a certificate issued by the corporate secretary or equivalent authorized officer of the Client, in a form prescribed or accepted by Jia Financing Inc., certifying, among others, the appointment, authority, scope of authority, and any delegation of authority of the Client’s Authorized Representatives and Authorized Users, including any updates, modifications, or revocations thereof.

03

SCOPE OF T&Cs

3.1 These T&Cs set the general framework for (1) the creation by the Client of a Jia Account on the Jia Financing Platform and (2) the provision of the Financing Products to the Client.

3.2 Jia Financing Inc. may offer the Client additional financing products or services from time to time. Any material amendment to the terms applicable to Financing Products already availed by the Client shall be governed by the relevant product-specific agreement (e.g., Disclosure Statement and Loan Agreement).

3.3 To allow Jia Financing Inc. to (i) provide the Financing Products and (ii) comply with its obligations under these T&Cs, the Client may be required to enter into separate agreements with Banking Service Providers (e.g., Netbank) for deposit or settlement accounts. Any such separate agreements shall be governed by the terms and conditions of the respective Banking Service Provider.

04

REGISTRATION ON THE JIA FINANCING PLATFORM AND CREATION OF JIA ACCOUNT

4.1 To start availing of the Financing Products, the Client must register and create a Jia Account on the Jia Financing Platform.

4.2 The Client can register and open a Jia Account by following the steps available at jia.ph or jia.xyz.

4.3 In compliance with applicable laws and regulations, Jia Financing Inc. shall initiate and perform all necessary know-your-customer (KYC) processes and assessments prior to the creation of the Client’s Jia Account and on an ongoing basis as required by applicable laws. The Client 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 Jia Account, which includes: the creation, deletion, or modification of profiles of Authorized Representatives and Authorized Users; the assignment of authorization limits and access of each Authorized Representative or Authorized User; and the maintenance of the security of all usernames, passwords, log-in credentials, and any other information necessary to access the Client’s Jia Account.

4.5 Any instruction, transaction, or action carried out through the Jia Account and the Jia Financing Platform using valid credentials shall be presumed to have been authorized by the Client.

4.6 The Client shall immediately notify Jia Financing Inc. upon becoming aware of any unauthorized access, use, or compromise of its Jia Account or credentials.

05

APPOINTMENT OF AUTHORIZED REPRESENTATIVES AND AUTHORIZED USERS

5.1 The Client shall appoint, through a Secretary’s Certificate submitted to Jia Financing Inc., one or more Authorized Representatives who shall be the Client’s primary Jia Account users and default signatories for loan documents, unless otherwise delegated.

5.2 The Client shall be solely responsible for promptly notifying Jia Financing Inc. of any change in its Authorized Representatives or Authorized Users and for submitting the corresponding updated Secretary’s Certificate. Until such change is duly communicated to and accepted by Jia Financing Inc., Jia Financing Inc. 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.

5.3 The Client may grant Authorized Representatives the authority to delegate certain functions to Authorized Users through the Jia Financing Platform, within the scope permitted under these T&Cs.

5.4 The Client warrants that its Authorized Representatives and Authorized Users are authorized to transact with Jia Financing Inc. and that they shall at all times comply with Jia Financing Inc.’s Policies and these T&Cs. The Client agrees that any action performed by the Authorized Representatives and Authorized Users shall be considered valid and binding on the Client.

5.5 The Client warrants that internal controls are in place to protect access to the Jia Financing Platform and Jia Account. The 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 Jia Account by its Authorized Representatives and Authorized Users. As such, the Client agrees that it shall not hold Jia Financing Inc. liable for any unauthorized use arising from its end, and it shall indemnify and hold Jia Financing Inc. harmless from any damage or loss caused by the actions or inactions of such Authorized Representatives and Authorized Users.

06

FINANCING PRODUCTS

6.1 Business Credit Line and Drawdowns

6.1.1 If Jia Financing Inc. grants the Client a Business Credit Line, it may be viewed and accessed by logging onto the Jia Financing Platform.

6.1.2 The Client may use the Business Credit Line by initiating a Credit Line Drawdown through the Jia Financing Platform. Such use constitutes acceptance of these T&Cs.

6.1.3 The Client may use the whole Business Credit Line in one drawdown or in multiple drawdowns. All outstanding 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 shall be governed by Jia Financing Inc.’s relevant credit Policies in force at the time of request.

6.1.6 To keep the Business Credit Line active and to avoid delay in drawdown requests, the Client must continuously comply with Jia Financing Inc.’s credit Policies. Please contact your account manager or email hello@jia.xyz for more information.

6.1.7 Jia Financing Inc. reserves the right to disapprove any application for a Business Credit Line or request for a Credit Line Drawdown in accordance with its credit Policies, including but not limited to circumstances where: the aggregate usage of the Credit Line would exceed the approved limit; the Client has failed to pay fees or obligations due; the Client is likely to be in default on its obligations to Jia Financing Inc.; the Client fails to comply with Jia Financing Inc.’s credit Policies and does not successfully cure the same; or other circumstances adverse to Jia Financing Inc. arise during the Client’s business relationship.

6.1.8 Jia Financing Inc. has the sole discretion to suspend the Client’s Jia Account and 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 liability. The suspension may continue until Jia Financing Inc. has confirmed the true nature of these activities.

6.2 Other Financing Products (Invoice Financing, Receivables Financing, Purchase Order Financing, Working Capital Financing)

6.2.1 The Client may apply for specific financing products such as invoice financing, receivables financing, purchase order financing, or working capital financing, subject to Jia Financing Inc.’s approval and applicable Policies.

6.2.2 Each such financing product shall be governed by a separate Disclosure Statement and Loan Agreement or product-specific terms, which will set out the drawdown conditions, repayment terms, interest rates, fees, and other applicable terms.

6.2.3 The Client acknowledges that for invoice or receivables financing, Jia Financing Inc. may require verification of underlying invoices or receivables directly with the Client’s customers. The Client shall provide all necessary access and cooperation for such verification.

6.2.4 The Client represents and warrants that all invoices, receivables, purchase orders, or other documents submitted in connection with any financing product are genuine, valid, legally enforceable, and not subject to any prior assignment, dispute, or set-off.

6.3 Settlement and Banking Arrangements

6.3.1 The Client acknowledges that Jia Financing Inc. is not a banking institution. To facilitate disbursements, repayments, and collections related to the Financing Products, the Client may be required to open or maintain a deposit account with Netbank (A Rural Bank), Inc. or another Banking Service Provider designated by Jia Financing Inc.

6.3.2 By agreeing to these T&Cs, the Client acknowledges that it has read and understood the terms and conditions of the relevant Banking Service Provider governing the deposit account and agrees to be bound by them.

6.3.3 The Client hereby permits Jia Financing Inc. to examine, inquire, and look into its deposits and transaction history with the Banking Service Provider(s) (the “Bank Data” ) solely for the purpose of providing the Financing Products, and for the Banking Service Provider to share such Bank Data with Jia Financing Inc. The Client voluntarily and unconditionally waives its rights under Republic Act No. 1405 (Bank Secrecy Law) and Republic Act No. 6426 (Foreign Currency Deposit Act) to the extent necessary for such sharing.

07

CONFIDENTIALITY, DATA PRIVACY, AND DATA PROTECTION

7.1 Jia Financing Inc. shall implement reasonable and appropriate physical, technical, and organizational security measures, in accordance with applicable laws and regulations, to ensure adequate protection of data that it may come into possession of in connection with the provision of the Financing Products or the operation of the Jia Account.

7.2 The collection, processing, and disclosure of personal data shall be governed by Jia Financing Inc.’s Privacy Policy, available on the Jia Financing website (jia.ph or jia.xyz), as may be updated from time to time.

7.3 The Client acknowledges and agrees that personal data and information relating to the Client, its employees, Authorized Representatives, and Authorized Users may be collected, processed, shared, and disclosed by Jia Financing Inc. to its Affiliates, Banking Service Providers (including Netbank), and other third-party service providers solely for purposes of (i) creating, maintaining, and operating the Jia Account, (ii) providing the Financing Products, (iii) complying with applicable laws and regulations, and (iv) managing risk, security, and fraud.

7.4 In addition to other waivers in these T&Cs, the Client voluntarily waives, to the extent necessary to enable the delivery of the Financing Products, its rights under Republic Act No. 8791 (General Banking Law) and Republic Act No. 9510 (Credit Information System Act) in favor of Jia Financing Inc., its Affiliates, and the Banking Service Providers.

7.5 The Client represents and warrants that, in all cases where it provides personal data to Jia Financing Inc. (including data of its employees, Authorized Representatives, and Authorized Users), it has obtained all necessary consents and authorizations required under applicable data privacy laws to permit the collection, processing, sharing, and disclosure of such data for the purposes described in these T&Cs.

08

INTELLECTUAL PROPERTY

8.1 All intellectual property rights, including all rights, title, and interest in and to the Jia Financing Platform, the Jia Account, the Financing Products, and all related software, systems, designs, interfaces, trademarks, trade names, copyrights, and other proprietary materials (collectively, the “Jia IP” ) are owned by or licensed to Jia Financing Inc. or its Affiliates.

8.2 The Client acknowledges that, except for the limited right to access and use the Jia Financing Platform and the Financing Products in accordance with these T&Cs, no intellectual property rights are granted or transferred to the Client.

8.3 The Client shall not, and shall not permit any third party to, copy, reproduce, modify, create derivative works from, disassemble, decompile, reverse-engineer, or otherwise exploit any part of the Jia Financing Platform or the Jia IP.

09

LIABILITY

9.1 To the fullest extent permitted by applicable law, Jia Financing Inc. shall not be liable for any loss, damage, or expense arising from or in connection with: any erroneous, fraudulent, unauthorized, improper, or unlawful use of the Jia Account or Financing Products by the Client, its Authorized Representatives, or Authorized Users; any interference, disruption, delay, suspension, or unavailability of the Financing Products due to circumstances beyond Jia Financing Inc.’s reasonable control, including failures of Banking Service Providers, telecommunications, or banking systems; any inaccurate, incomplete, or delayed information, instructions, or transactions resulting from system disruption or failure not attributable to Jia Financing Inc.

9.2 Any dispute arising from or in connection with the Client’s instructions or its use of the Financing Products shall in all cases be resolved exclusively between the Client and the intended beneficiary. Jia Financing Inc. shall not act as an intermediary or dispute resolution authority in such matters.

9.3 Jia Financing Inc. shall not be liable, and shall not be involved in, any claims or disputes between the Client and its customers, suppliers, employees, or any other third party arising from or in connection with the Client’s Jia Account or the Financing Products. The Client shall indemnify and hold Jia Financing Inc., its Affiliates, and service providers harmless from any claims, liabilities, costs, or damages arising therefrom.

9.4 Jia Financing Inc. 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 arising out of or in connection with the Financing Products.

10

SUSPENSION AND TERMINATION OF ACCESS

10.1 Jia Financing Inc. may, as permitted by applicable law, suspend or restrict the Client’s access to the Jia Account or the Financing Products, with or without prior notice, where Jia Financing Inc. has reasonable grounds to believe that such action is necessary, including but not limited to: the Client is in material breach of these T&Cs or any Policies; suspension is required to comply with a legal or regulatory obligation or court order; Jia Financing Inc. reasonably suspects that the Jia Account or Financing Products have been, are being, or may be used for fraudulent, illegal, or unauthorized activities, including money laundering or terrorist financing; suspension is necessary to protect the security or integrity of the Financing Products or the Jia Financing Platform; or at Jia Financing Inc.’s sole judgment, continued access may expose Jia Financing Inc. to commercial, reputational, legal, or regulatory risks.

10.2 Jia Financing Inc. may terminate the Client’s access to the Jia Financing Platform, Jia Account, or any Financing Products 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, fees, and amounts due to Jia Financing Inc.

10.4 The provisions on Confidentiality, Data Privacy, Intellectual Property, Liability, Indemnity, and Governing Law shall survive termination.

11

MISCELLANEOUS

11.1 The Client may not assign any of its rights or obligations under these T&Cs without Jia Financing Inc.’s prior written consent. Jia Financing Inc. may assign or transfer its rights and obligations, in whole or in part, without the Client’s consent.

11.2 These T&Cs shall be governed by the laws of the Republic of the Philippines. Any dispute arising from or in connection with these T&Cs shall be brought exclusively before the competent courts of Pasig City or Taguig City, at the option of Jia Financing Inc., 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 Jia Financing Inc. may amend or modify these T&Cs from time to time. Any such amendment shall take effect upon posting on the Jia Financing website (jia.ph or jia.xyz) or the Jia Financing Platform. The Client’s continued use after the effective date shall constitute acceptance of the amended T&Cs.

11.5 Jia Financing Inc. does not guarantee uninterrupted or error-free availability of the Jia Financing Platform, Jia Account, or Financing Products. All or any portion may be temporarily unavailable due to maintenance, system upgrades, force majeure, failures of third-party service providers, or other circumstances beyond Jia Financing Inc.’s reasonable control.

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CONTACT US

If you have questions regarding these T&Cs, please contact us at:

Email: hello@jia.xyz
Phone: +639665341311
Website:jia.ph