BUSINESS PARTNER

ACCREDITATION

TERMS AND CONDITIONS

Adhering to the principle of voluntary participation, equality and mutual benefit and through friendly consultations, the
establishment named in the Sodexo Business Partner Accreditation Form, hereinafter referred to as the
“MERCHANT,” and SODEXO BENEFITS AND REWARDS SERIVES PHILIPPINES, INC., hereinafter referred to as
“SODEXO,” agree on the following Terms and Conditions:

1. Objective

The objective of these Terms and Conditions is to confirm that MERCHANT is joining SODEXO’s network of accredited
establishments and will allow bearers of SODEXO PASS, hereinafter referred to as the “PASS” or “PASSES,” to use the
PASS as a form of payment to purchase goods and/or services.

2. Obligations of the MERCHANT

The MERCHANT hereby undertakes:

a. To ensure that all branches, including franchisees, if any, are accepting the PASS and to promptly update
SODEXO of additional branches opened and branches closed;
b. To allow SODEXO to affix its sticker, install standees and other marketing materials that promote the use of the
PASS on its premises, and to retain them in a prominent position; to take care of them and not use them
improperly; not to transfer them to a third party for any reason; and to notify SODEXO in the event of their
becoming lost, worn or destroyed;
c. To accept the PASS from bearer, without requiring identification, even if the PASS is issued under a person’s or a
company’s name;
d. To allow customers to use the PASS in combination with other modes of payment accepted by the MERCHANT,
such as, but not limited to cash, credit cards, debit cards, gift certificates, mobile phone payments.
e. To verify the authenticity and origin of the PASS by checking the security characteristics, as informed by
SODEXO;
f. To affix its own identification stamp and/or store and branch names, immediately upon acceptance, at the space
provided for at the back of all PASS accepted by it, not encroaching on the lower margin containing the bar
codes, on risk of incurring delay in receiving reimbursement;
g. To ensure that the PASS is in good condition until it is transmitted to SODEXO for reimbursement; to avoid
stapling, taping and punching holes on it after acceptance to avoid possible delay of reimbursement;
h. Not to be too strict, but instead to allow use of PASS that is stapled, folded or slightly crumpled, for as long as the
security features are intact and there are no indications of tampering with the PASS or previous usage of the
Pass;
i. Not to allow the PASS to be exchanged in whole or in part for money; not to give change in cash;
j. Not to require customers to pay for any additional fees for using the PASS as a form of payment, nor to
discriminate against them in any manner for using or desiring to use the PASS;

Conforme: Merchant Conforme: Sodexo

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Merchant Authorized Representative Sodexo Authorized Representative
 k. Not to discriminate against the PASS by not accepting it for sale items or by not giving the discounts and
privileges afforded to other customers paying in cash;
l. Not to assign to any third party the Reimbursement Summary issued by SODEXO, which Summary shall be for
the exclusive use of the MERCHANT, nor to re-issue or trade any PASS received;
m. Not to accept the PASS, on risk of not being reimbursed for the PASS thus accepted, in any one or more of the
following circumstances:
i. Where the PASS is false or tampered, according to the security features as informed by SODEXO to the
MERCHANT;
ii. Where the PASS presented has expired, according to the expiration date shown on the PASS; and
iii. Where the PASS does not comply with the current formats/designs advised by SODEXO.

3. Obligations of SODEXO

SODEXO hereby undertakes to:

a. Reimburse all PASS presented to it by the MERCHANT, following counting and verification (See Section 4), and
after the deduction of the agreed fees mentioned in Section 5 of these Terms and Conditions and applicable
government taxes, in the form of a credit to the bank account expressly indicated for this purpose in the Business
Partner Accreditation Form or reimbursement by check, in compliance with the period likewise stipulated in the
Business Partner Accreditation Form;
b. Maintain an Assistance Department, operating during regular business office hours, to provide the MERCHANT
with advice and information concerning the PASS;
c. Supply the MERCHANT with available materials that promote use of the PASS;
d. Notify the MERCHANT of new formats of PASS as may come, either to replace existing formats or as addition to
current formats, together with their security characteristics.

4. Reimbursement

The following procedures will apply to the reimbursement of the PASS:

a. The MERCHANT shall submit to SODEXO the PASSES to be reimbursed in accordance with the Reimbursement
Summary Submission Option selected in the Business Partner Accreditation Form;
b. In the event that the Reimbursement Due Date is a non-working day (regular or declared public holiday, Saturday
or Sunday), the due date shall be moved to the following business day;
c. The quantity of PASS shall be determined, checked and declared on the Reimbursement Summary, in
accordance with SODEXO’s prescribed procedures for its completion, by the MERCHANT; such quantity and
corresponding value being subject to verification by SODEXO;
d. Where the counting of the PASS quantity and corresponding face value is not witnessed by a MERCHANT’s
representative, it shall be done by at least two (2) SODEXO employees; in case of discrepancies, the actual
physical count done by witnessing SODEXO employees shall prevail;
e. SODEXO shall, subject to Section 6 of this Terms and Conditions, reimburse the MERCHANT only for PASS that
are valid on its face and presented for reimbursement in accordance with Section 4 hereof. Provided, however,
that SODEXO shall have the right to conduct more thorough verification procedures when a discrepancy between
the volume of PASS declared by the MERCHANT and the actual count of PASS received by SODEXO is
discovered. In such event, SODEXO may, upon notice to the MERCHANT, withhold reimbursement pending
settlement of the discrepancy. For the avoidance of doubt, any delay in reimbursement that may be caused by
this event shall not constitute default under this Terms and Conditions;
f. The MERCHANT shall have ten (10) calendar days from the receipt of reimbursement for the PASS to lodge any
claim in respect of the sum reimbursed. If no claim is received by SODEXO within ten (10) calendar days, it is
considered that the correct reimbursement has been made;

Conforme: Merchant Conforme: Sodexo

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Merchant Authorized Representative Sodexo Authorized Representative
 g. The PASS may only be submitted to SODEXO for reimbursement within sixty (60) days, after the expiry date
stated at the front side thereon;
h. With the exception of Single Proprietorship entities, SODEXO may only make reimbursements for MERCHANT
under the DTI-Registered Trading Name or Corporate Name. Single Proprietorship entities may be reimbursed
under the Registered Proprietor’s Name, upon request; otherwise, reimbursements shall be made under the DTI-
Registered Trading Name;
i. The default reimbursement mode is by credit to a BDO Account. The MERCHANT should supply SODEXO with
a photocopy of their Bank Statement or Passbook to allow validation of Account. The Bank Account Name should
be the same as the agreed Reimbursement Name. Other reimbursement modes may be discussed and agreed
between SODEXO and the MERCHANT.

5. Payment for Services

MERCHANT agrees to pay the following fees and authorizes SODEXO to deduct such fees from actual reimbursements:

a) A Marketing Fee corresponding to the percentage stipulated in the Business Partner Accreditation Form,
calculated on the amount actually confirmed for reimbursement on each Reimbursement Summary;
b) The Marketing Fee is exclusive of VAT and withholding taxes. For the avoidance of doubt, the 12% VAT will be
charged per transaction. All payments by the MERCHANT under or in respect of these Terms and Conditions
shall be made free and clear of, and without deduction or withholding or liability for or on account of any taxes. If
at any time the MERCHANT is liable for or required to deduct or withhold any taxes from any payment by it to
SODEXO under or in respect of these Terms and Conditions, the MERCHANT shall either (i) pay the full amount
of such taxes to the proper taxing or other relevant government authority, or (ii) pay SODEXO such additional
amounts (the “Gross-Up Amounts”) as may be necessary so that the payment of Marketing Fee and any other
fees to SODEXO, after withholding or deduction for or on account of such taxes, will not be less than the amount
provided for under Section 5(a) above. In both cases, the MERCHANT shall prepare and submit to SODEXO BIR
Form 2307, duly issued pursuant to RR No. 2-98, as amended. In case the MERCHANT pays the full amount of
such taxes as stated under item (i) above, it shall furnish SODEXO within five (5) business days after the payment
of any taxes due, certified copies of tax receipts evidencing such payment by the MERCHANT.
c) Other Fees agreed to be paid by MERCHANT, if any.

6. Non-reimbursement

Under no circumstances will SODEXO reimburse PASS:

a) Which bears two different MERCHANT stamp of invalidation or shows signs that a previous stamp has been
erased, or where there are divergences between the MERCHANT’s identity and the stamp on the PASS;
b) Where falsification, gross falsification and/or tampering is detected;
c) Which are presented for reimbursement more than sixty (60) days after the expiry date stated at the front side
thereon;
d) Where the MERCHANT has acted in bad faith by failing to comply with any clause of these Terms and
Conditions.

7. Terms, Conditions and Terminations

These Terms and Conditions shall come into force on the date on which SODEXO confirms in writing the approval of
MERCHANT’s Application for PASS Acceptance. They shall remain in force and effect until terminated in accordance
with the following conditions:

a) One party wishing to terminate shall notify the other party in writing of the termination effectively thirty (30) days
upon the other party’s receipt of the notice;
Conforme: Merchant Conforme: Sodexo
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Merchant Authorized Representative Sodexo Authorized Representative
 b) There occurs any breach of Terms and Conditions; in such case, termination shall have effect immediately upon
the party in breach’s receipt of a notice to that effect;
c) The MERCHANT does not seek reimbursement directly from SODEXO, but instead re-issues or trades the
accepted PASS with a third party;
d) One party becomes bankrupt or insolvent or is placed under Securities and Exchange Commission supervision.

In the event that the circumstances in (a), (b) and (d) above occur, the MERCHANT undertakes to hand over all
PASS in its possession within fifteen (15) days following the date of termination, and if it fails to do so within such
period, it shall lose the right to the corresponding reimbursement. The entire PASS thus delivered shall be subject to
checking and verification, in the same manner as provided in Section 4 above, before reimbursement. The
MERCHANT further undertakes to promptly remove from its premises and return to SODEXO all stickers and other
PASS acceptance promotional materials.

8. Amendment and Addendum to the Terms and Conditions and Merchant’s Statutes

a. Any Amendment or Addendum to the clauses hereby agreed shall become valid only when confirmed in written
form by the Affiliations Director or the Chief Operating Officer of SODEXO; if no written objection is received by
SODEXO within ten (10) calendar days upon MERCHANT’s receipt of such written Amendment or Addendum,
such Amendment or Addendum shall become valid and deemed accepted;
b. Any amendments to the MERCHANT’s statutes, in particular those concerning changes of ownership, business
activity, registration, address, and winding-up, shall be notified immediately by the MERCHANT to SODEXO,
together with documentary evidence thereof, failing which, SODEXO shall not be liable for erroneous
reimbursements or failing to effectively promote the MERCHANT to PASS clients.

9. General Provisions

a) Upon accreditation with SODEXO, the MERCHANT shall be bound, whenever required to do so, to declare its
accreditation thereto to whomsoever it may concern;
b) MERCHANT allows SODEXO to use its name, trademark and logos to indicate to existing and prospective clients
that the MERCHANT is accepting the PASS as a mode of payment. This includes, but not limited to: Below the
line advertising materials such as flyers, inserts, electronic mail announcements and posters; Above the line
advertising such as print ads, radio ads and billboards;
c) MERCHANT will hold SODEXO harmless from any claim or liability relating to any sale of goods and/or services,
where the PASS was used;
d) The failure of either party to insist on the performance of any of these Terms and Conditions, or the waiver of any
breach of any of these Terms and Conditions, shall not be construed as thereafter waiving any such Terms and
Conditions; but the Terms and Conditions shall continue to remain in full force and effect as if no such
forbearance or waiver had occurred.

10. Jurisdiction

a. It is hereby agreed that any dispute arising from these Terms and Conditions shall be referred only to the Courts
of the cities of Metro Manila, Philippines, to the exclusion of all others, of whatever precedence;
b. These Terms and Conditions shall be governed and construed in accordance with the laws of the Republic of the
Philippines.

Conforme: Merchant Conforme: Sodexo

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Merchant Authorized Representative Sodexo Authorized Representative