Terms and Conditions
Effective Date: February 28, 2019
This User Agreement is a financial services and an end-user license agreement between you (“user”, “you” or “your”) and Tala Financing Philippines Inc., a corporation organized and registered under the laws of the Republic of the Philippines (“Tala”), which provides the Tala Android application (“Tala App” or “App”). The Tala App allows users to obtain Credit Advances. The maximum credit limit of this advance will vary by the individual borrower’s credit score and repayment history, among other factors. Charges associated with the Credit Advance include the Service Fee as well as any associated telecom network or other mobile money transfer provider distribution costs which are paid by the borrower directly to such party.
The borrower is required to pay back the Credit Advance plus a Service Fee according to the repayment schedule specified at the time of the Credit Advance offer. The terms of each Credit Advance, including the amount of the advance, repayment schedule and Service Fee will be displayed with the Credit Advance offer. PLEASE NOTE THAT CHARGES FROM MOBILE MONEY TRANSFER PROVIDERS, MOBILE NETWORK OPERATORS AND/OR OTHER MONEY TRANSFER FEES ARE NOT INCLUDED IN THE AMOUNT CHARGED BY TALA. Borrowers are required to cover any mobile money transaction fees, including but not limited to, Coins.ph and/or Cebuana charges associated with receiving and/or repaying the loan. Standard SMS and data charges by your Mobile Network Operator may also apply.
“I agree that my Personal Information disclosed in the Tala App, necessary for determining the credit score for availing a personal loan, shall be used by Tala in accordance with the Data Privacy Act of 2012.
I hereby acknowledge and authorize: 1) the regular submission and disclosure of my basic credit data (as defined under Republic Act No. 9510 and its Implementing Rules and Regulations) to the Credit Information Corporation (the “CIC”) as well as any updates or corrections thereof; and (2) the sharing of my basic credit data with other lenders authorized by the CIC, and credit reporting agencies duly accredited by the CIC.”
Section 1. DEFINITIONS AND INTERPRETATION
Terms used in this agreement shall have the following meanings:
“Agreement” means this User Agreement;
“Account” means your account with Tala;
“Business Day” means a day other than a Saturday, Sunday or national or public holiday in the Philippines;
“Credentials” means your personal credentials used to access the Tala App and operate your Account;
“Credit Advance” means a loan provided by Tala under this Agreement;
“Effective Monthly Interest Rate” means the percentage that the Service Fee bears to the total Loan amount on a monthly basis;
“Equipment” includes your mobile phone handset, SIM Card and/or other equipment which when used together enables you to access the Network;
“Event of Default” occurs when you fail to pay any sum due for a Credit Advance granted under this Agreement on or before the due date specified in the Credit Advance offer, unless failure to pay is caused solely by an administrative error or technical problem on the part of Tala;
“Force Majeure” means events, circumstances or causes beyond a party’s reasonable control and which make performance of the obligations inadvisable, commercially impracticable, illegal, or impossible, including but not limited to acts of God, war, strikes or labor disputes, embargoes or governmental orders;
“License Restrictions” means actions listed in Section 3 which constitute a breach of this Agreement;
“Loan” means the principal amount of the Credit Advance made or to be made by Tala to you under this Agreement from time to time through the Tala App or (as the context requires) the principal amount outstanding for the time being of that Credit Advance;
“Mobile Money Account” means your mobile money store of value, being the record maintained by Mobile Money Providers in the Philippines, in the amount of Philippine pesos (and/or electronic monetary value equivalent) from time to time held by you in the Mobile Money Provider’s System;
“Mobile Money” means the money transfer and payments service operated by the Mobile Money Providers in the Philippines;
“Mobile Money Provider” means a money transfer and payments service provider, duly registered in the Philippines;
“Mobile Money Service” means the money transfer and payments service provided by the Mobile Money Providers through the Mobile Money System;
“Mobile Money System” means the system operated by the Mobile Money Providers in Philippines for the provision of the Mobile Money Service;
“Mobile Network Operator” means a mobile network operator duly registered in the Philippines;
“Network” means a mobile cellular network operated by a Mobile Network Operator;
“Personal Information” means your phone number, name, date of birth, identification number or passport number and/or such other information deemed to be personal data and/or personal information pursuant to the Data Privacy Act of 2012 and its Implementing Rules and Regulations;
“Relevant Information” means information including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your Equipment, from any SMS sent to you by the Mobile Money Providers and any financial services providers relating to your use of the Mobile Money Service and such other information as Tala shall require for purposes of providing the Services;
“Request” means a request or instruction received by Tala from you or purportedly from you through the Network and the System and upon which Tala is authorized to act;
“Late Fee” means the late fees applicable to you if you fail to make any payments due to Tala at the due date for such payment;
“Services” shall include any form of services or products that Tala may offer you pursuant to this Agreement and as you may from time to time subscribe to and “Service” shall be construed accordingly;
“Service Fee” means a technology service fee associated with the Credit Advance;
“SIM Card” means the subscriber identity module which when used with the appropriate mobile phone handset enables you to access the Network and to use the Mobile Money Account;
“SMS” means a short message service consisting of a text message transmitted from your mobile phone to another;
“System” means electronic communications software enabling you to communicate with Tala for purposes of the Services. The System and the Services will for the purpose of this Agreement be accessed through a Mobile Network Operator’s system;
“Technology” means services used or supported by the Tala App;
“Terms and Conditions” has the meaning set forth above.
In addition to the above definitions, unless the context requires otherwise, the singular shall include the plural and vice versa; a reference to any one gender, whether masculine, feminine or neuter, includes the other two; all the headings, subheadings and bullet points in this Agreement are for convenience only and are not to be taken into account for the purposes of interpreting it; the recitals and schedules shall be deemed to form part of this Agreement.
Section 2. ACCEPTANCE OF TERMS AND CONDITIONS
You must carefully read and understand this Agreement (together with the rest of the Terms and Conditions) as amended from time to time. You will be deemed to sign this Agreement and agree to the Terms and Conditions upon clicking the “Accept” option on the Tala App asking you to confirm that you have read, understood and agreed to abide by this Agreement. If you do not agree with this Agreement and the Terms and Conditions, please click the “Decline” option in the Tala App. Please note that you will not be able to access the Services and get license to the Tala App if you click the “Decline” option.
By downloading the Tala App and opening an Account, you agree to comply with and be bound by the Terms and Conditions governing providing the Services and you affirm that the Terms and Conditions herein are without prejudice to any other right that Tala may have with respect to the Services and/ or Account in law or otherwise.
The Terms and Conditions may be amended or varied from time to time and the continued use of the Services constitutes your agreement to be bound by the terms of any such amendment or variation. Tala will take all reasonable measures to notify you of any such changes.
By using the App or any of the Services, you consent to us collecting and using technical information about the Equipment and related software, hardware and peripherals for Services that are internet-based or wireless to improve Tala’s products and to provide any Services to you. If you use these Services, you consent to Tala’s and Tala’s affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your Personal Information and/or Relevant Data in connection with Tala’s credit scoring services and/or to improve Tala’s Services and/or your experience while using the Tala App.
Section 3. SCOPE OF LICENSE
In consideration of you agreeing to abide by the terms of this Agreement, Tala grants you a non-transferable, non-exclusive license to use the App on your Equipment, subject to this Agreement. Tala reserves all other rights therein.
Except as expressly set out in this Agreement or as permitted by any local law, you agree:
– not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
– not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in any other programs;
– not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing;
– not make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Tala; and
– to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Services.
– not use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms and Conditions, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Services or any operating system;
– not infringe Tala’s intellectual property rights or those of any third party in connection with your use of the App or any Services, including the submission of any material (to the extent that such use is not licensed by this Agreement);
– not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Services;
– not use the App or any Services in a way that could damage, disable, overburden, impair or compromise Tala’s systems or security or interfere with other users; and
– not collect or harvest any information or data from any Services or Tala’s Systems or attempt to decipher any transmissions to or from the servers running any Services.
Section 4. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the App and the Technology anywhere in the world belong to Tala, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with the terms of this Agreement. You acknowledge that you have no right to have access to the App in source-code form.
Section 5. USE OF THE SERVICES
The Services offered by Tala can only be utilized by persons over the age of 18. Tala reserves the right to verify the authenticity and status of your Mobile Money Account with the relevant Mobile Money Provider (if applicable).
Tala’s acceptance of your application for a Credit Advance will be displayed on the App. Tala reserves the right to decline your application for a Credit Advance or to revoke the same at any stage at Tala’s sole and absolute discretion and without assigning any reason or giving any notice thereto.
Tala reserves the right (in Tala’s sole and absolute discretion) to issue, decline to issue a Credit Advance and/or vary the terms of any Credit Advance depending on Tala’s assessment of the credit profile of each individual borrower from time to time. The terms of the Credit Advance and the Service Fee payable in relation to each Credit Advance application will be displayed on the App.
Section 6. PERSONAL INFORMATION
You hereby agree and authorize Tala to use and verify your Personal Information and the Relevant Information (i) for the purposes set forth herein and (ii) to the extent Tala otherwise determines is necessary and/or advisable, in its sole discretion, to comply with applicable law.
Tala reserves the right to request further information from you pertaining to your application for a Credit Advance at any time. Failure to provide such information within the time required by Tala may result in declining to accept your application for a Credit Advance. Failure to provide the evidence of your identity may be deemed by TALA as a possible fraudulent attempt to access the App and/or the Services.
Section 7. REQUESTS MADE BY THE BORROWER
You hereby irrevocably authorize Tala to act on all Requests received from you (or purportedly from you) through the System and to hold you liable in respect thereof. Tala may nevertheless refuse to carry out any Requests in Tala’s sole and absolute discretion.
Subject to Tala’s discretion, Tala reserves the right to reject any Request in relation to a Credit Advance application from you and decline to act on or in accordance with the whole or any part of your Request.
Tala shall be entitled to accept and to act upon any Request, even if that Request is otherwise for any reason incomplete or ambiguous.
Tala shall be deemed to have acted properly and to have fully performed all the obligations owed to you notwithstanding that the Request may have been initiated, sent or otherwise communicated in error or fraudulently, and you shall be bound by any Requests on which Tala may act if Tala has in good faith acted in the belief that such instructions have been sent by you.
You agree to indemnify, and shall release, Tala and its directors, officers, employees, agents and representatives and those of its affiliates (collectively, the “Tala Indemnified Parties”), from and against all claims, losses, damages, costs and expenses howsoever arising in consequence of, or in any way related to Tala having acted (or failed to act) in accordance with the whole or any part of any of your Requests.
You acknowledge that, to the full extent permitted by law, Tala shall not be liable for any unauthorized drawing, transfer, remittance, disclosure, any activity or any incident on your account by the fact of the knowledge and/or use or manipulation of your Account PIN, password, ID or any means whether or not occasioned by your negligence.
In the event of any conflict between any terms of any Request received by Tala from you and this Agreement, this Agreement shall prevail.
Section 8. INTEREST AND FEES
The Effective Monthly Interest Rate shall be displayed in the App. Tala shall be entitled to set and charge Service Fees, in connection with your use of the Services, and from time to time amend or vary Tala’s Service Fees. If Tala decides to vary or amend Tala’s Service Fees, the Service Fees payable on any new application for Services will be displayed on the App. Tala will use reasonable endeavors to try to notify you of any changes in relation to Service Fees within a reasonable period before such changes are implemented including displaying notices of the changes on the App, via SMS, or Tala’s websites.
All payments to be made by you under this Agreement shall be made in full, free and clear of and without any deduction or withholding whatsoever. If you are at any time required to make any deduction or withholding from any payment to Tala you shall immediately pay to Tala such additional amounts as will result in Tala receiving the full amount it would have received had no such deduction or withholding been required.
If you fail to make any payments due to Tala at the due date for payment, Tala will be authorized to apply the Late Fee on such amount loaned to you at a rate to be communicated to you.
If there is any extraordinary increase or decrease in the effective purchasing power of the Philippine currency, Tala shall have the right to make corresponding adjustments in the Service Fees. A change of at least 15% in the Consumer Price Index for Manila from the date of this agreement as set forth in the figures released by the Bangko Sentral ng Pilipinas (“BSP”), or other agencies of the Philippine Government should the figures of the BSP be unavailable, shall be regarded as an extraordinary increase or decrease in the effective purchasing power of the Philippine currency.
Section 9. STATEMENTS
A statement and activity report in respect of your Credit Advance will be made available on Request. Requests shall be made via a contact link on the App, via e-mail at firstname.lastname@example.org.
Section 10. TAXES
All payments to be made by you in connection with this Agreement are calculated without regard to any taxes payable by you. If any taxes are payable in connection with your payment, you must pay Tala an additional amount equal to the payment multiplied by the appropriate rate of tax. You must do so at the same time as making the payment.
You hereby consent and agree that Tala may withhold amounts in your Account if any tax authority requires Tala to do so, or Tala is otherwise required by law or pursuant to agreements with any tax authority to do so, or if Tala needs to comply with internal policies or with any applicable order or sanction of a tax authority.
You hereby consent and agree to pay other charges as authorized by law which are enumerated in detail on the Credit Advance offer pages within the App, including but not limited to the documentary stamp tax and other expenses necessary for the due execution, delivery, enforcement of this Agreement.
Section 11. BORROWER’S RESPONSIBILITIES
You shall at your own expense provide and maintain in safe and efficient operating order your Equipment necessary for the purpose of accessing the System and the Services.
You shall be responsible for ensuring the proper performance of your Equipment. Tala shall neither be responsible for any errors or failures caused by any malfunction of your Equipment nor shall Tala be responsible for any computer virus or related problems that may be associated with the use of the System, the Services, and the Equipment. You shall be responsible for charges due to any service provider providing you access to the System, the Services and/or the Equipment and Tala shall not be responsible for losses or delays caused by any such service provider.
You shall follow all instructions, procedures, and terms contained in this Agreement and any document provided by Tala concerning your use of the System and the Services.
You hereby agree and acknowledge that you shall be solely responsible for the safekeeping and proper use of your Equipment and for keeping your Credentials secret and secure. You shall ensure that your Credentials do not become known or come into possession of any unauthorized person. Tala shall not be liable for any disclosure of your Credentials to any third party and you hereby agree to indemnify and hold the Tala Indemnified Parties harmless from any losses resulting from any disclosure of your Credentials.
You shall take all reasonable precautions to detect any unauthorized use of the System and the Services. To that end, you shall ensure that all communications from Tala are examined and checked by you or on your behalf as soon as practicable after receipt by you in such a way that any unauthorized use of and access to the System will be detected. You shall immediately inform Tala in the event that:
– You have reason to believe that your Credentials are or may be known to any person not authorized to know the same and/or have been compromised; and/or
– You have reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised.
You shall at all times follow the security procedures recommended by Tala. You acknowledge that any failure on your part to follow the recommended security procedures may result in a breach of your Account’s confidentiality. In particular, you shall ensure that the Services are not used, Requests are not issued and/or relevant functions are not performed by anyone other than by you.
You shall not at any time operate or use the Services in any manner that may be prejudicial to Tala.
Section 12. DEFAULT ON A CREDIT ADVANCE
At any time after an Event of Default has occurred and is continuing, Tala may, without prejudice to any other right or remedy granted to it under any law:
– terminate this Agreement in accordance with Section 13 below;
– declare the Credit Advance (and all accrued Service Fees and all other amounts outstanding under this Agreement) immediately due and payable, whereupon they shall become immediately due and payable;
– engage an external collections agency to seek repayment; and
– obtain indemnification upon demand against any reasonable loss or expense, which Tala may incur.
Section 13. VARIATION AND TERMINATION
Tala may at any time, upon notice to you, terminate or vary Tala’s business relationship with you and close your Account and in particular but without prejudice to the generality of the foregoing Tala may cancel Credit Advances which Tala has granted and require the repayment of outstanding debts resulting from such Credit Advances within such time as Tala may determine.
Without prejudice to Tala’s other rights, Tala may at its sole discretion suspend or close your Account for any reason, including but not limited to if:
– you use the Account for unauthorized purposes or where Tala detects any abuse/misuse, breach of content, fraud or attempted fraud relating to your use of the Services;
– Tala is required or requested to comply with an order or instruction of or a recommendation from any competent authority;
– Tala reasonably suspects or believes that you are in breach of this Agreement (including non-payment of any a Credit Advance amount due from you where applicable) which you fail to remedy (if remediable) within 7 days after service of notice by email, SMS or other electronic means requiring you to do so;
– Tala must update or upgrade the Services from time to time;
– your Account becomes inactive or dormant;
Termination shall however not affect any accrued rights and liabilities of either party. If Tala receive notices of your death, Tala will not be obliged to allow any operation or withdrawal from your Account by any person.
In the event that your Account has a credit balance at any time as a result of overpayment of your Credit Advance, you may issue a Request to Tala for payment of such credit balance and Tala will return any such balance to you, less any applicable fees, provided that such amount falls above the minimum transfer amounts specified by the relevant Mobile Money Provider.
Section 14. LIMITATION OF LIABILITY
Tala shall not be responsible for any loss suffered by you should the Services be interfered with or be unavailable by reason of the failure of any of your Equipment, or any other circumstances whatsoever not within Tala’s control including, without limitation, Force Majeure or error, interruption, delay or non-availability of the System, terrorist or any enemy action equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system.
You acknowledge that the App has not been developed to meet your individual requirements and that it is, therefore, your responsibility to ensure that the facilities and functions of the App, as described meet your requirements.
Tala only supplies the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and Tala has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Tala will not be liable for any losses or damage suffered by you as a result of or in connection with:
– any defect or fault in the App or any Services results from you having altered or modified the App;
– any defect or fault in the App results from you having used the App in breach of the Terms and Conditions;
– your breach of the License Restrictions;
– unavailability of sufficient funds in your Mobile Money Account;
– failure, malfunction, interruption or unavailability of the System, your Equipment, the Network or a Mobile Money System;
– the money in your Account being subject to legal process or other encumbrance restricting payments or transfers thereof;
– your failure to give proper or complete instructions for payments or transfers relating to your Account;
– any fraudulent or illegal use of the Services, the System and/or your Equipment; or
– your failure to comply with this Agreement and any document or information provided by Tala concerning the use of the System and the Services.
Tala shall not be liable to you for any interference with or unavailability of the Services, however caused. Under no circumstances shall Tala be liable to you for any loss of profit or anticipated savings or for any indirect or consequential loss or damage of whatever kind, however caused, arising out of or in connection with the Services even where Tala knew the possibility of such loss or damage.
All warranties and obligations implied by law are hereby excluded to the fullest extent permitted by law.
Section 15. INDEMNITY
You undertake to indemnify the Tala Indemnified Parties and hold such parties harmless against any loss, charge, damage, expense, fee or claim which the Tala Indemnified Parties suffer and you absolve the Tala Indemnified Parties from all liability for loss or damage which you may sustain from Tala acting on your instructions or requests or in accordance with this Agreement. Such indemnity shall also cover the following:
1. All demands, claims, actions, losses and damages of whatever nature which may be brought against the Tala Indemnified Parties or which the Tala Indemnified Parties may suffer or incur arising from Tala acting or not acting on any Request or arising from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, natural phenomena, riots, acts of vandalism, sabotage, terrorism, any other event beyond Tala’s control, interruption or distortion of communication links or arising from reliance on any person or any incorrect, illegible, incomplete or inaccurate information or data contained in any Request received by Tala.
2. Any loss or damage that may arise from your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.
3. Any unauthorized access to your Account or any breach of security or any destruction or accessing of your data or any destruction or theft of or damage to any of your Equipment.
4. Any loss or damage occasioned by the failure by you to adhere to this Agreement and/or by supplying of incorrect information or loss or damage occasioned by the failure or unavailability of third party facilities or systems or the inability of a third party to process a transaction or any loss which may be incurred by the Tala Indemnified Parties as a consequence of any breach by this Agreement.
5. Any damages and costs in respect of any claims against the Tala Indemnified Parties for loss where the particular circumstance is within your control.
Section 16. COMMUNICATION
If you wish to contact Tala in writing, or if any condition in this Agreement requires you to give Tala notice, you can send this to Tala by e-mail to email@example.com or to such e-mail address that may be communicated to you from time to time. Tala will confirm receipt of this by contacting you by e-mail. If Tala has to contact you or give you notice in writing, Tala will do so by e-mail or by SMS to the mobile phone number or email address you provided to Tala in your request for the App.
Section 17. GENERAL PROVISIONS
Section 18. DISPUTE RESOLUTION
The parties shall use their good faith efforts to resolve any dispute, controversy or claim of any nature whatsoever arising out of or in relation to or in connection with this Agreement. To this end, the parties in dispute shall each promptly appoint representatives of appropriate standing who shall meet and attempt to resolve any dispute between them. In the event that an amicable settlement has not been reached within thirty (30) days of the parties’ representatives meeting as aforesaid, the following provisions of this clause shall apply.
Any dispute, difference or question whatsoever and howsoever arising out of or in connection with this Agreement shall be referred for final determination to a single arbitrator to be appointed by agreement between the parties hereto or in default of any such agreement within seven (7) days of the notification of any dispute by either party to the other then, upon application by either party, by the Chairman for the time being of the Philippines Branch of the Chartered Institute of Arbitrators. Such arbitration shall take place in Manila and shall be conducted in accordance with the Rules of Arbitration of the Institute. To the extent permissible by law, the determination of the arbitrator shall be final and binding upon the parties and shall not be subject to any appeal.
Nothing in this section shall restrict either party’s freedom to commence legal proceedings of any nature for the purposes of seeking preliminary injunctive relief or interim or conservatory measures from any court of competent jurisdiction pending the final decision or award of any arbitrator.
This Agreement shall be governed by and construed in accordance with the international arbitration laws and the laws of the Philippines.