JIA FLEX
Terms & Conditions
Last updated: October 21, 2026
01
BACKGROUND
These Jia Flex General Terms and Conditions (the "General Terms") apply to every Jia Flex loan agreement between JIA FINANCING INC. ("Jia") and a borrower (the "Borrower") that incorporates them by reference (each, an "Agreement"). They form part of the Loan Agreement (Jia Flex — Unsecured Revolving Line of Credit) as if written in it in full. References in these General Terms to "this Agreement" mean the Agreement that incorporates them, including these General Terms, its Annexes, and each Promissory Note and Disclosure Statement issued under it.Version 1.0, effective 21 October 2026. Published at http://www.jia.ph/terms-and-conditions. Each Agreement states the version it incorporates; prior versions are available on request.
Important. Before confirming any Draw, read its Disclosure Statement carefully, including the effective interest rate and every fee and charge. You may ask Jia about any of these terms before you sign.
Order of precedence. If documents conflict: (a) the Disclosure Statement for a Draw prevails on the interest, fees and charges of that Draw; and (b) otherwise, the Agreement (including its Annexes) prevails over these General Terms.
Section numbering. Section numbers follow the Jia Flex Loan Agreement. Sections 1 (Credit Facility), 2 (Pricing, Fees, Grace Period and Repayment), 5.1 to 5.4 (Repayment Support), 10 (Notices), 11 (Entire Agreement) and 14 (Electronic Signatures) are set out in each Agreement, because their terms are specific to the Borrower. A reference in these General Terms to one of those Sections means the corresponding provision of the Agreement, even if the Agreement numbers it differently.By signing an Agreement that incorporates these General Terms, the Borrower acknowledges that it has received, read and understood them, and agrees to be bound by them.
02
DEFINITIONS
Unless the Agreement defines them differently, these terms have the following meanings:
"Auto-Debit Mandate" means Borrower's irrevocable authority for Jia to debit the Jia Business Account for amounts due, in the form of Annex B.
"Availability Period" means the period stated in the Agreement during which Borrower may make Draws.
"Available Credit" means the Credit Limit less the outstanding principal of all Draws not yet fully repaid.
"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which banks in Metro Manila are open for business.
"Credit Facility" means the unsecured revolving line of credit under Jia's "Jia Flex" product made available to Borrower under the Agreement.
"Credit Limit" means the maximum aggregate outstanding principal that Borrower may draw under the Credit Facility, as set and notified by Jia.
"Disbursement Amount" means the net amount disbursed for a Draw, being its principal less Prepaid Interest (if any), Processing Fee, documentary stamp tax and any other deductions stated in the Disclosure Statement.
"Disclosure Statement" means the Disclosure Statement on Loan/Credit Transaction for a Draw, in the form of Exhibit B, furnished under Republic Act No. 3765 (the Truth in Lending Act).
"Draw" means each utilization of the Credit Facility.
"Event of Default" and "Acceleration Trigger" have the meanings given in Sections 8.1 and 8.3.
"Extension Fee" means the fee charged on overdue amounts, at the rate and after the Grace Period stated in the Agreement and the Disclosure Statement for the Draw.
"Financing Agreements" means the Agreement, the Auto-Debit Mandate and any Continuing Surety Agreement.
"Financial Indebtedness" has the meaning given in Section 5.5.
"Grace Period" means the period after each installment due date, stated in the Agreement, during which no Extension Fee accrues.
03
DRAWDOWN FLOW AND OPERATIONAL
PROCESS
3.1 Draw Request. To initiate a Draw, Borrower shall, through the Jia borrower portal or such other channel designated by Jia: (i) specify the Draw Principal (which shall not exceed the Available Credit); (ii) select the tenor (which shall not exceed the Tenor Cap); and (iii) review the resulting pricing (interest, Processing Fee, DST, Disbursement Amount, and installment schedule). Jia may approve or decline a Draw request after its credit review. Before Borrower confirms a Draw, Jia shall show Borrower the Disclosure Statement for that Draw. Borrower is not bound by a Draw until it signs the Promissory Note and acknowledges receipt of the Disclosure Statement.
3.2 Promissory Note and Disclosure Statement. For each Draw, Jia shall generate a Promissory Note (in the form of Exhibit A) and a Disclosure Statement on Loan/Credit Transaction (as required under R.A. 3765). Borrower shall electronically sign both documents before the Draw can be processed.
3.3 Post-Dated Checks. For each Draw, Borrower shall issue and deliver to Jia post-dated checks ("PDCs") in accordance with Section 5.3. Jia shall not release the Disbursement Amount until such PDCs are received and verified.
3.4 Disbursement. Upon Jia's receipt and verification of the signed Promissory Note, signed Disclosure Statement, and PDCs, Jia shall disburse the Disbursement Amount to Borrower's Jia Business Account (as defined in Section 5.1). The disbursement date marks the start date of the Draw, and each installment shall become due on the corresponding monthly anniversary of such start date.
3.5 Regular Due Diligence. Borrower shall be subject to Jia's periodic Know-Your-Customer (KYC) and Know-Your-Business (KYB) due diligence for regulatory compliance and re-underwriting purposes, including but not limited to the request of the latest government registrations, business permits, tax filings, bank statements, and financial statements.
3.6 Interest, Fees and Charges. Each Draw bears only the interest, fees and charges stated in the Agreement and in its Disclosure Statement, and Jia shall not collect any interest, fee or charge that is not stated there. The interest rate and charges for a Draw are fixed when the Draw is confirmed and shall not be changed for that Draw without Borrower's written consent. Each Disclosure Statement states the finance charge in pesos, the equivalent annual rate and the effective interest rate.
3.7 Application of Payments. Jia applies each payment first to costs of collection, then to Extension Fees, then to any interest due, and then to principal, starting in each case with the oldest amount due.
04
REPORTING AND RECONCILIATION
4.1 Statement of Account. Jia shall make available to Borrower, through the Jia borrower portal or by such other means as Jia may designate, at least once a month, a Statement of Account reflecting Borrower's outstanding balance, Available Credit, active Draws, scheduled installments, and any overdue amounts. Borrower should review each Statement of Account and notify Jia of any error within thirty (30) days after receiving it. Jia shall investigate, respond in writing, and correct any error it confirms.
4.2 Ongoing Financial Reporting. Borrower shall provide Jia with the reports and disclosures set out in Section 7 (Borrower’s Covenants), including annual financial statements, quarterly updated indebtedness schedules, and prompt notice of any material change in Borrower's financial condition or credit profile.
05
REPAYMENT SUPPORT: AUTO-DEBIT MANDATE, POST-DATED CHECKS, AND PERSONAL SURETY
5.5 No Security Interest Over Specific Assets. For the avoidance of doubt, this Agreement does not create any security interest in favor of Jia over any specific asset, receivable, invoice, or bank account of Borrower other than the auto-debit right over the Jia Business Account granted pursuant to Section 5.2 and Jia's rights under the PDCs delivered pursuant to Section 5.3. Borrower's obligations hereunder are general, unsecured obligations of Borrower ranking at least pari passu with all other unsecured and unsubordinated Financial Indebtedness of Borrower.
For purposes of this Agreement, "Financial Indebtedness" means any obligation for borrowed money, notes, bonds, debentures, finance leases, receivables purchase / factoring / supply-chain finance arrangements, letters of credit and reimbursement obligations, guarantees or suretyship, deferred purchase price of property or services (other than ordinary-course trade payables not past due more than 90 days), and any contingent obligations relating to the foregoing.
06
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Jia that:
6.1 It is a company (or other business entity) duly incorporated, validly existing, and in good standing under the laws of the Republic of the Philippines; has its principal office at the address indicated in this Agreement; and is registered or qualified to do business in every jurisdiction where registration or qualification is necessary.
6.2 It has full legal right, power, and authority to carry on its present business, own its properties and assets, incur the indebtedness and other obligations provided for in this Agreement, execute and deliver this Agreement and the other Financing Agreements, and comply with, perform, and observe the terms and conditions hereof and thereof.
6.3 All appropriate and necessary corporate and legal action has been taken by it to authorize the execution, delivery, and performance of this Agreement and the other Financing Agreements.
6.4 This Agreement and the other Financing Agreements constitute its legal, valid, and binding obligations, enforceable in accordance with their respective terms; there is no provision in its Articles of Incorporation, By-laws, or other constitutive documents, or any agreement to which it is a party, that would be contravened by the execution and delivery of this Agreement or the performance of any provision hereof.
6.5 It has taken all corporate actions and obtained all consents, licenses, approvals, and authorizations necessary for the due execution, delivery, and performance of this Agreement and the other Financing Agreements.
6.6 Except as otherwise disclosed in writing, there is no litigation, arbitration proceeding, or dispute pending or, to its knowledge, threatened against or affecting it or its properties, the adverse determination of which might materially or adversely affect its financial condition or operations or impair its ability to perform its obligations under this Agreement.
6.7 No event has occurred and is continuing, or would result from the execution of this Agreement or the making of any Draw, which constitutes an Event of Default or which, upon the lapse of time or the giving of notice or both, would become such an Event of Default.
6.8 It is conducting its business and operations in compliance with all applicable laws and directives of government authorities. Borrower has filed true, accurate, and complete tax returns and has paid all taxes due in respect of the ownership of its properties or the conduct of its operations.
6.9 Its financial statements, as of the most recent fiscal year, fairly present its financial condition as of such date and the results of its operations for the period then ended, prepared in accordance with Philippine Financial Reporting Standards (PFRS or PFRS for SMEs, as applicable) consistently applied. Since the date of such financial statements, there has been no material adverse change in Borrower's financial condition or operations sufficient to impair its ability to perform its obligations under this Agreement.
6.10 No information, exhibit, or report furnished in writing by Borrower to Jia in connection with the negotiation of this Agreement contains any misstatement of material fact or omits to state a material fact.
6.11 Full Disclosure of Financial Indebtedness. Borrower has delivered to Jia a true, complete, and accurate schedule of all Financial Indebtedness of Borrower outstanding on the date hereof and outstanding at any time during the twelve (12) months preceding the date hereof, including lender name, principal amount, currency, interest rate, amortization, maturity, guarantees, key covenants, waiver/forbearance history, defaults, restructurings, and any side letters or fee letters.
6.12 No Undisclosed Debt or Defaults. Except as disclosed on such schedule, Borrower has no other Financial Indebtedness (including receivables sales, factoring, supply-chain finance, merchant cash advance, operating/finance leases treated as indebtedness, letters of credit, guarantees, or off-balance sheet arrangements), and is not in default or subject to any forbearance, waiver, standstill, or acceleration with respect to any Financial Indebtedness.
6.13 Pari Passu. The obligations of Borrower under the Financing Agreements rank at least pari passu in right of payment with all present and future unsecured and unsubordinated Financial Indebtedness of Borrower.Each of the representations and warranties set forth in this Section 6 shall survive the execution of this Agreement and the making of each Draw hereunder, and shall be deemed repeated with reference to the facts and circumstances then existing on each day any amount remains outstanding under this Agreement.
07
BORROWER'S CONVENANTS
7.1 Affirmative Covenants. Borrower covenants and agrees that, until payment in full of all amounts due under this Agreement, unless Jia shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed, or conditioned):(a) It will use the proceeds of each Draw exclusively for the purposes described in Section 2.11 of this Agreement.(b) It will maintain and preserve its corporate existence, rights, privileges, licenses, and franchises; conduct its business in an orderly, efficient, and customary manner in accordance with all applicable law; maintain adequate insurance customary for companies engaged in similar business.(c) It will maintain adequate books, accounts, and records prepared in accordance with PFRS (or PFRS for SMEs, as applicable) consistently applied, and permit Jia's employees or agents at any reasonable time, upon reasonable notice, to inspect Borrower's facilities, activities, books of accounts, and records.(d) It will at all times comply with all applicable laws, decrees, regulations, orders, and directives.(e) It will promptly pay all amounts due under this Agreement, all indebtedness or obligations to Jia, and all taxes, assessments, and governmental charges.(f) It will deliver to Jia, no later than 120 days after the end of each fiscal year, its annual financial statements, prepared in accordance with PFRS (or PFRS for SMEs, as applicable) and certified by an independent public accountant acceptable to Jia (or, if Borrower is not required by law to have its financial statements audited, financial statements certified by its owner or treasurer, together with its BIR-filed financial statements or bank statements for the same fiscal year).(g) It will maintain the Jia Business Account open, active, in good standing, and adequately funded to satisfy scheduled installments, and shall not revoke or countermand the Auto-Debit Mandate.(h) It will promptly give written notice to Jia of: (i) any litigation, administrative, or arbitration proceedings that may materially and adversely affect its capacity to fully pay amounts due to Jia; (ii) any Event of Default or any event which, upon lapse of time or giving of notice, would become an Event of Default; and (iii) any material adverse change in its financial condition, operations, or credit profile.(i) It shall deliver to Jia an updated Financial Indebtedness schedule on a quarterly basis and upon Jia's request, and shall promptly (and in any event within three (3) Business Days) notify Jia in writing of any new Financial Indebtedness, amendment, waiver, forbearance, default, or event of default, acceleration, restructuring, or maturity extension relating to any Financial Indebtedness.(j) It shall ensure that each PDC given pursuant to Section 5.3 of the Agreement is fully funded from the date and throughout the period that such PDC can be deposited or encashed by Jia. Borrower shall not issue any stop-payment order or instruction with respect to any PDC delivered to Jia. If the issuing account is closed, replaced, or otherwise becomes unavailable, Borrower shall, within one (1) Business Day, deliver replacement PDCs drawn on a Jia-approved account.
7.2 Negative Covenants. Borrower covenants and agrees that it will not, until payment in full of all amounts due under this Agreement, unless Jia shall otherwise be notified in writing at least ten (10) Business Days in advance and Jia's prior written consent (not to be unreasonably withheld) is obtained:(a) Make or permit any material and adverse change to the character of its business that would impair its right or ability to continue engaging in its present business.(b) Create, incur, assume, or permit or suffer to exist any mortgage, charge, pledge, lien, or other encumbrance over any part of its assets or revenues that would rank senior to or preferred over its obligations to Jia under this Agreement.(c) Incur, assume, or permit any new Financial Indebtedness (including any receivables sale/factoring or supply-chain finance) in an aggregate principal amount exceeding PHP 500,000.(d) Assume, guarantee, endorse, or otherwise become directly or contingently liable for any obligation or indebtedness of any other person, except in the ordinary course of day-to-day operations.(e) Merge or consolidate with or into any other entity, or permit any material change in its ownership, corporate set-up, or management, provided that a "material change in ownership" shall mean any transfer of shares whereby any one transferee or group of related transferees shall own voting shares in Borrower exceeding the combined percentage of the existing owners.(f) Pay any dividend or make any other distribution to its stockholders at any time when any amount due and payable by Borrower under this Agreement is in arrears (defined as any outstanding amount that remains unpaid for a period exceeding ninety (90) days beyond its designated due date).(g) Voluntarily suspend its entire business operations, dissolve its affairs, or take any step with a view to liquidation, winding-up, dissolution, corporate rehabilitation, or appointment of a receiver.(h) Close, freeze, restrict, change authorized signatories on, or otherwise impair the operation of the Jia Business Account, or take any action that would frustrate Jia's ability to debit amounts due under the Auto-Debit Mandate.
7.3 Taxes, Fees, and Charges. All payments by Borrower, whether of principal, interest, penalties, or any other sum due hereunder, shall be made without set-off or counterclaim and shall be free and clear of any deduction or withholding on account of any taxes. In the event Jia is required to pay Documentary Stamp Tax, Gross Receipts Tax, filing fees, or other charges imposed by any Philippine taxing authority in respect of the Draws or the execution and formalization of any documentation contemplated hereunder, Borrower shall, upon demand, reimburse Jia for such taxes, fees, or charges. The documentary stamp taxes due on this Agreement and on any Promissory Note shall be for the sole account of Borrower.
08
DEFAULT AND REMEDIES
8.1 Events of Default. Each of the following events constitutes an "Event of Default" under this Agreement:(a) Borrower fails to pay when due and payable any amount which it is obligated to pay to Jia under this Agreement (including any installment, Extension Fee, or accelerated amount), and such failure continues after the lapse of the Grace Period.(b) Any representation or warranty made or deemed to be made by Borrower herein or otherwise in connection herewith shall prove to have been untrue, incorrect, or misleading in any material respect as of the time it was made or deemed to have been made.(c) Borrower fails to perform, comply with, or violates any provision, term, condition, covenant, or obligation contained in this Agreement, other than a matter specifically covered by another paragraph of this Section 8.1, including the permitted use of loan proceeds, and such failure is not remediable or, if remediable, continues unremedied for a period of fifteen (15) days from the date of written notice from Jia.(d) Any governmental consent, license, approval, or authorization required for the conduct of Borrower's business is terminated, curtailed, revoked, or modified in any manner unacceptable to Jia and the result thereof is to make Borrower unable to discharge its obligations hereunder.(e) Borrower fails to pay any money due under any other agreement or document evidencing, guaranteeing, or otherwise relating to Financial Indebtedness of Borrower, or there occurs any other event of default or breach on the part of Borrower under any such agreement, the effect of which is to accelerate or permit the acceleration of the maturity of such indebtedness in an aggregate principal amount exceeding PHP 500,000 (or its equivalent).(f) Borrower becomes insolvent or is unable to pay its debts when due; commits any act of bankruptcy; files (or has filed against it) any petition in bankruptcy, reorganization, winding-up, or liquidation; makes an assignment for the benefit of its creditors; admits in writing its inability to pay its debts; or has entered against it any order or judgment of any court, tribunal, or administrative agency confirming its bankruptcy or approving any reorganization, winding-up, or liquidation.(g) Any final judgment or decree for a sum of money, damages, or for a fine or penalty is entered against Borrower by a court of competent jurisdiction, and the same is not paid, discharged, or fully bonded within sixty (60) days after the date when payment is due.(h) It becomes unlawful for Borrower to perform any of its obligations under this Agreement.(i) Borrower shall suspend or discontinue all or a substantial portion of its business operations, whether voluntarily or involuntarily, for a period of thirty (30) consecutive days.(j) Any Auto-Debit Mandate is revoked, suspended, countermanded, or otherwise rendered ineffective; the Jia Business Account is closed, frozen, or restricted; or any auto-debit attempt fails due to insufficient balance or Borrower's active interference; and Borrower fails to cure such condition within three (3) Business Days of written notice from Jia.(k) Any post-dated check delivered by Borrower to Jia is dishonored for any reason upon deposit or encashment, or Borrower issues any stop-payment order or instruction with respect to any such check.(l) Any representation or warranty in Sections 6.11 to 6.13 (Full Disclosure of Financial Indebtedness, No Undisclosed Debt or Defaults, or Pari Passu) is untrue or misleading in any material respect, or Borrower fails to deliver any update or certificate required under Section 7.1(i) within the stated period.(m) Borrower incurs or permits Financial Indebtedness in breach of Sections 7.1(i) or 7.2, or enters into any receivables sale, factoring, or similar arrangement without required notice or consent.(n) Any default under any other Financial Indebtedness of Borrower that results in (or permits) acceleration, reduction of availability, suspension of further advances, or cash dominion, in an aggregate principal amount exceeding PHP 500,000 (or its equivalent).(o) The Republic of the Philippines or any competent authority thereof takes any action to condemn, seize, sequester or appropriate (either with or without compensation) Borrower's business or any material portion of its assets.(p) Any event occurs or any circumstance arises which, in the reasonable determination of Jia, gives grounds for believing that Borrower may not (or may be unable to) perform or comply with any one or more of its material obligations under the Agreement, and such event or circumstance remains unremedied for a period of thirty (30) days after written notice thereof shall have been received by Borrower from Jia.
8.2 Consequences of Event of Default. Upon the occurrence of any Event of Default, Jia shall have the right, by written notice to Borrower, to (i) declare the entire outstanding amount of all Draws immediately due and payable, including all accrued and unpaid interest, Processing Fees, Extension Fees, and other charges; (ii) terminate the Credit Facility and Jia's obligation to make or extend any further Draws to Borrower; (iii) reduce the Credit Limit to zero; (iv) debit the Jia Business Account under the Auto-Debit Mandate for all accelerated amounts; (v) deposit or encash, on or after its date, any post-dated check delivered by Borrower; and (vi) pursue all other available legal remedies to collect the amounts owed. Any action taken by Jia under this Section 8.2 shall be without prejudice to any other right or remedy available to Jia under this Agreement or applicable law.
8.3 Acceleration Triggers (Material Adverse Change and Credit Deterioration). Without prejudice to the consequences of or limiting the Events of Default enumerated in Section 8.1, Jia may exercise the acceleration and Credit Line-modification rights described in Section 1.6 (Acceleration and Line Modification) upon the occurrence of any of the following objective triggers, each of which shall constitute a material adverse change or material increase in Jia's credit risk (each, an "Acceleration Trigger"):
(a) Material Adverse Change: any material adverse change in the business, financial condition, results of operations, cash flow, prospects, or credit profile of Borrower, as reasonably determined by Jia based on information available to it (including financial statements, bank statements, credit bureau data, tax filings, or other underwriting inputs).(b) Cashflow Deterioration: Borrower's average monthly cash inflows or average daily balance on its operating accounts declines by more than thirty percent (30%) from the twelve (12) month rolling average measured at the time of Draw origination or last credit review.
(c) Recurrence of Delinquency or NSF History: three (3) or more auto-debit failures, non-sufficient funds (NSF) events, or bounced-check events during any rolling ninety (90) day period, whether on the Jia Business Account or any other Borrower account visible to Jia.
(d) Cross-Default or External Credit Events: Borrower defaults on, or is subject to acceleration, forbearance, standstill, restructuring, or waiver in respect of, any other Financial Indebtedness in an aggregate principal amount exceeding PHP 500,000 (or its equivalent).
(e) Undisclosed or New Indebtedness: Borrower incurs new Financial Indebtedness in breach of Section 7.1(i) or Section 7.2, or Jia discovers Financial Indebtedness of Borrower that was not disclosed in the schedule delivered under Sections 6.11 and 7.1(i).
(f) Material Litigation, Regulatory Action, or Tax Assessment: any pending or threatened litigation, arbitration, regulatory action, tax assessment, or governmental proceeding against Borrower that, if adversely determined, could reasonably be expected to result in a liability exceeding twenty-five percent (25%) of Borrower's tangible net worth or otherwise materially impair Borrower's ability to pay amounts due under this Agreement.
(g) Change of Control or Key Management Departure: any transfer of shares, restructuring, merger, or other transaction resulting in a change of control of Borrower; or the departure, incapacity, or replacement of any of the two (2) most senior executive officers of Borrower, in each case without Jia's prior written consent (not to be unreasonably withheld).
(h) Loss of Key Customer or Contract: the loss, suspension, or material impairment of any customer, contract, license, or supplier relationship that accounted for more than twenty-five percent (25%) of Borrower's revenue during the most recent twelve (12) month period.
(i) Adverse Audit Findings: any adverse or qualified auditor's opinion, going-concern qualification, or material weakness or significant deficiency disclosed in any audited financial statement delivered under Section 7.1(f) or, for a Borrower whose financial statements are not audited, any material discrepancy between its certified financial statements and its BIR-filed financial statements or bank statements.
(j) Deterioration in Credit Bureau Data: a material downgrade in any external credit score, credit bureau rating, or CIC (Credit Information Corporation) profile of Borrower or any of its principals.
(k) Non-cooperation with Due Diligence: Borrower's failure to provide any updated KYC, KYB, financial, or business information reasonably requested by Jia within fifteen (15) Business Days of written request.
(l) Adverse Regulatory or Bank Action: any adverse action taken by a bank, financial institution, or regulator against Borrower or any of its accounts, including account freezes, suspensions, or closures for cause.Upon the occurrence of any Acceleration Trigger, Jia may, at its option and by written notice to Borrower, exercise any one or more of the remedies set out in Section 1.6 and Section 8.2, including declaring all outstanding Draws immediately due and payable, terminating the Credit Facility, reducing the Credit Limit, and/or initiating auto-debit or PDC enforcement. In all cases where the Acceleration Trigger is remediable, Jia shall (unless in Jia's reasonable judgment immediate action is required to protect its interests) provide Borrower with a cure period of fifteen (15) Business Days to remedy the underlying condition before exercising acceleration.The Loan Agreement (including Annex A) may set different thresholds, amounts or cure periods for any Acceleration Trigger for a particular Borrower, in which case the Loan Agreement applies.
8.4 Enforcement Costs. In the event of any legal action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
8.5 Fair Collection Practices. Jia collects overdue amounts fairly, in line with SEC Memorandum Circular No. 18, Series of 2019 and other applicable rules. Jia, its employees and any collection agent acting for it shall not:
(a) use or threaten violence or other criminal means to harm any person, or any person's reputation or property;
(b) threaten any action that cannot legally be taken;
(c) use obscene, insulting or profane language;
(d) publicize Borrower's name or details as a delinquent borrower, except as allowed by law (including credit reporting under Section 8.6);
(e) give false or misleading information about the debt, or use false representations or deceptive means to collect;
(f) contact anyone other than Borrower, its authorized representatives and any surety about the debt; or
(g) contact Borrower before 6:00 a.m. or after 10:00 p.m., unless the account is more than fifteen (15) days past due or Borrower has agreed to it. Collectors shall identify themselves by their true names. Jia shall notify Borrower in writing if it refers the account to a third-party collection agency, and Jia remains responsible for that agency's conduct.
8.6 Credit Reporting. Borrower acknowledges that Jia is required by Republic Act No. 9510 (the Credit Information System Act) to submit Borrower's basic credit data, and regular updates, to the Credit Information Corporation, which may share that data with accessing entities and accredited credit bureaus as the law allows. Borrower consents to Jia obtaining credit reports on Borrower, its principals and any surety for credit review and monitoring.
09
CONFIDENTIALITY AND DATA PRIVACY
9.1 Confidential Information. Both Parties agree to keep confidential all information obtained during the pre-contractual stages and during the course of this Agreement, including but not limited to business plans, customer lists, financial information, and operational procedures. This obligation shall not apply to information (i) already in the public domain other than by breach of this Section, (ii) required to be disclosed by law, regulation, or order of any competent court or regulatory authority, or (iii) disclosed to professional advisers under a similar duty of confidentiality. Jia may also disclose information about Borrower and the Financing Agreements to: (a) the Credit Information Corporation, accredited credit bureaus, the SEC, the Anti-Money Laundering Council, the Bureau of Internal Revenue and other government authorities, as required or allowed by law; (b) its auditors, funders, prospective assignees and service providers (including payment, collection and technology providers), who are bound to keep it confidential; and (c) any court or arbitral tribunal, to enforce the Financing Agreements.
9.2 Data Privacy. Jia processes the personal data of Borrower's owners, directors, officers, authorized signatories and any surety in accordance with Republic Act No. 10173 (the Data Privacy Act of 2012), the rules of the National Privacy Commission, and Jia's Privacy Notice at https://www.jia.ph/privacy-policy. The Privacy Notice explains what data Jia collects and why, who it is shared with, how long it is kept, and how individuals can exercise their rights. Borrower confirms that it has informed these individuals of the Privacy Notice and, where required, obtained their consent before giving Jia their personal data.
12
GOVERNING LAW, AMENDMENTS AND DISPUTE SETTLEMENT
12.1 Governing Law. This Agreement, the Auto-Debit Mandate, and any Continuing Surety Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
12.2 Amendments.
(a) Except as may otherwise be provided in the relevant Section or Annex of this Agreement, any amendment to any term of this Agreement will be valid and effective thirty (30) days from notice by Jia to the Borrower. An amendment that is required by law, regulation or order of a competent authority, or that is favorable to Borrower, takes effect on the earlier date stated in Jia's notice. For the avoidance of doubt, any Draw from the Credit Facility after the effective date of any amended term or condition of the Agreement shall constitute the Borrower's irrevocable consent to such duly notified amendment. An amendment applies only to Draws made on or after its effective date, and does not change the interest, fees, charges or repayment terms of any outstanding Draw. Changes to Annex A are governed by Section 2.10. Jia shall publish each amended version of these General Terms, with its effective date, on its website and the Jia borrower portal.
(b) Upon the effective date of any amended term or condition of the Agreement in accordance with the pertinent provision, this Agreement shall be amended in accordance therewith, and the rights, obligations, duties, immunities, and restrictions on rights of the Parties shall thereafter be determined, exercised, and enforced subject in all respect to such agreed amendments, and all such amended terms and conditions shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.
12.3 Dispute Resolution. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, enforceability, or termination, shall be discussed for settlement through consultations between the Parties. If no agreement is reached within fourteen (14) days of commencement of such consultations, the dispute may be submitted by any Party to arbitration for settlement before the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with the PDRCI Arbitration Rules then in effect. The seat of the arbitration shall be Makati City, Philippines, and the language of the arbitration shall be English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed in accordance with the Rules. The arbitral award shall be final and binding upon the Parties and may be entered into any court having jurisdiction thereof for its enforcement. This Section does not prevent Borrower from filing a complaint with the SEC or another government authority, either Party from seeking provisional relief from a court, or Jia from filing a complaint under B.P. 22.
13
SEPARABILITY
If any provision of this Agreement or any document executed in connection herewith shall be declared by any court of competent jurisdiction as invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect and shall be enforceable in such manner as may be provided by law.
14
QUESTIONS AND COMPLAINTS
Borrower may send any question or complaint about the Financing Agreements, a Draw or Jia's conduct to Jia's customer assistance team at support.ph@jia.xyz, +63 916 713 8811, or through the Jia borrower portal, Monday to Friday, 9:00 a.m. to 6:00 p.m.. Jia shall acknowledge a complaint within two (2) Business Days and aims to resolve it within fifteen (15) Business Days, and shall tell Borrower in writing if it needs more time. If Borrower is not satisfied with Jia's response, it may elevate the complaint to the Securities and Exchange Commission.
15
ASSIGNMENT
Borrower may not assign or transfer its rights or obligations without Jia's prior written consent. Jia may assign, transfer or sell any of its rights under the Financing Agreements, including any Draw, and shall notify Borrower in writing of any assignment that changes where or to whom Borrower must pay. An assignment does not affect Borrower's rights or defenses.