RCBC SECURE DOCUMENT EXCHANGE (SDE) CHANNEL TERMS AND CONDITIONS

 

1.      RCBC SECURE DOCUMENT EXCHANGE

a.      The RCBC Secure Document Exchange Channel (the “Channel”) refers to the use by individual shareholders, of a channel owned by Rizal Commercial Banking Corporation (the "BANK/RCBC") where client information, instructions, requests and/or related documents for certain banking transactions can be submitted, provided and uploaded, for implementation by the Stock Transfer Processing Section of RCBC Transfer Office (the “Transfer Agent”). All references to shareholders under these terms and conditions shall mean to be an “individual” person.

     Note: For corporate shareholders, the use of this Channel shall not be allowed. The corporate shareholders shall submit hardcopies of the documentary requirements directly to the Transfer Agent.

b.      The Channel will be available to all shareholders on the BANK’s website to enable the shareholders to submit, provide and upload client information, instructions, requests and/or related CCDCP documents for dividend paying transactions. 

c.      No banking transactions shall be implemented, using the shareholder  information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel, until the same has been verified by the Transfer Agent in accordance with its policies and procedures.

d.      By using the Channel, the shareholder agrees to the following terms and conditions, which shall serve as the BANK’s Terms and Conditions for the use thereof, as well as those applicable to the bank account of the shareholder as designated  through the Channel.

 

2.    Use of the Channel

e.      To access the Channel, the shareholder must go to the RCBC website and accept these CDDCP’s Terms and Conditions.

f.       By using the Channel, the shareholder hereby warrants that all information, representations, requests and/or related CDDCP documents he/she makes, submits, provides and uploads through the Channel and eventually registered in STARS3 are true, accurate, complete, and up to date.

g.      The shareholder agrees that his/her use of the Channel shall require the use of the email address and/or mobile phone number he/she submitted/provided to the Transfer Agent upon online enrollment. In this regard, the shareholder warrants and guarantees that such email address and mobile phone number are valid, active, and within his/her sole control, upon his/her use of the Channel.  The Transfer Agent shall be entitled to send all information, communications, and notices related to CDDCP to the shareholder’s use of the Channel exclusively to such registered email address and/or mobile phone number.  Any requests for the modification of such registered email or mobile number shall conform to the Transfer Agent’s guidelines therefor and shall be strictly subject to the Transfer Agent’s prior consent and due diligence procedures.

h.      The shareholder acknowledges that the uploading of all information, representations, requests and/or related CDDCP documents through the Channel shall be subject to the applicable file size limit and file type restriction.

i.         For shareholders, he/she agrees that his/her use of the Channel shall be in accordance with the shareholder’s information he/she submitted/provided to the Transfer Agent via online enrollment necessary to implement the CDDCP.

j.      Upon each log-in, the Transfer Agent may require the shareholder to supply a One Time Password ("OTP"). The OTP is a unique code that will be sent to the shareholder's registered mobile oe email address, which information may be needed to complete the uploading process.  The Transfer Agent reserves the right to make such other validation/s as may be necessary to implement the CDDCP initiated through the Channel.

 

3.    CLIENT's Responsibilities and Warranties

a.      The shareholder shall provide such information, requests and/or related CDDCP documents as or the Transfer Agent may reasonably require necessary to implement the CDDCP through the Channel. The shareholder warrants that all the information, representations, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel are true, accurate, complete and up to date.

b.      The shareholder shall keep all information, requests and/or related CDDCP documents, including those that may be provided by the BANK in the course of the shareholder’s access of the Channel, such as but not limited to the OTP, private and shall not disclose the same to unauthorized persons.

c.      The shareholder confirms that the Transfer Agent is authorized to debit or transfer from the shareholder’s designated bank account such amount/s as shall be specified in the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel in relation to the implementation of the CDDCP .

d.      The shareholder hereby agrees and confirms that the Transfer Agent need not receive any paper-based document containing the information, or requests , or original documents with the wet signatures of the shareholder in order for the Transfer Agent to implement the CDDCP based on said information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel . The shareholder, however, hereby commits to submit such paper-based, original documents with wet signatures, as may be required by or the Transfer Agent.

e.      The shareholder undertakes to notify the Transfer Agent immediately of any failure or delay of online enrollment or uploading of related CDDCP documents through the Channel, by writing, visiting, or calling the Transfer Agent .

f.       The shareholder undertakes and warrants that his/her use of the Channel, specifically, any information, representation, request and/or related CDDCP document submitted, provided and/or uploaded through the same to implement the CDDCP does not and will not violate the applicable provisions of the circulars of the Bangko Sentral ng Pilipinas, the Manual of Regulation of Banks, the Anti-Money Laundering Act, its amendments and implementing rules and regulations, and other pertinent laws, government rules or regulations.

g.      The shareholder hereby authorizes the Transfer Agent or its duly authorized personnel to disclose to any of the offices, branches, subsidiaries, agents and representatives of RCBC and third parties selected by RCBC or duly authorized personnel, wherever situated, for use in connection with the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through Channel or any banking transaction relating to the shareholder's account(s) (including data processing and storage, anti-money laundering monitoring, reviewing and reporting, statistical and risk analysis purposes). In addition to the foregoing, the shareholder hereby authorizes the Transfer Agent or its duly authorized personnel to transfer or disclose to the Bangko Sentral ng Pilipinas, Philippine Deposit Insurance Corporation, Anti-Money Laundering Council, Bureau of Internal Revenue, Financial Action Task Force, the U.S. IRS, or such other relevant regulatory agency and their duly authorized representatives, any information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel in relation to the CDDCP as may be required by law, regulation, or agreement .

h.      It is agreed and understood that any unintended disclosure of the shareholder’s designated bank account, transaction, or information, together with the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through Channel, due to the shareholder’s fault or negligence or causes not attributable to the fault or gross negligence of the Transfer Agent or RCBC, shall not be considered as, and cannot be the basis for any complaint or prosecution of the Transfer Agent or RCBC for violation of any law, rule, or regulation guaranteeing or protecting the secrecy and privacy of the shareholder’s designated bank account,  information,  requests and/or related CDDCP documents with the Transfer Agent or RCBC.

i.         The shareholder shall keep records of his/her receipt of cash dividends credited to his/her designated bank account. 

j.         The shareholder nonetheless agrees that the Transfer Agent’s records of the contents of received information, requests and/or related CDDCP documents submitted, provided and/or uploaded through Channel , and payments of cash dividends submitted and/or made through the Channel shall, as against the shareholder, be deemed to be conclusive evidence of such information, requests, related CDDCP documents and payment of cash dividends.

k.      The shareholder likewise acknowledges that the print-out of his/her information, requests and/or related CDDCP documents submitted, provided and/or uploaded through Channel shall be considered to be an original of the same under the existing Revised Rules of Evidence and shall be treated as such.  The shareholder hereby agrees that the print-out of the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel , or other output readable by sight or other means which is shown to reflect the data accurately, shall be sufficient for purposes of confirming the validity and/or authenticity of the said information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel .

l.      The shareholder agrees and acknowledges that the Transfer Agent shall not be liable for any inaccuracy or omission of any data, information or message in the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel , or for any delay in the transmission or delivery thereof, or for any consequential loss or damage arising from such inaccuracy, omission, and/or delay. Neither shall the Transfer Agent be liable for any force majeure event (such as flood, natural disasters, fire, war, labor dispute, accident, power failure, equipment malfunction, pandemics or lockdowns) or any other cause beyond the control of the Transfer Agent or rcbc.

m.      The shareholder agrees that RCBC may, from time to time, suspend the access to the Channel and/or acceptance of information, requests and/or the submission and uploading of related CDDCP documents through the Channel even without prior notice to the shareholder. RCBC’s decision to suspend access to the Channel and/or allow the acceptance of information, requests and/or submission and uploading of related CDDCP documents through the Channel in the event of an emergency or for security or maintenance reasons shall be conclusive in this respect. RCBC shall not be liable to the shareholder for any suspension and/or unavailability of the Channel, whether or not due to circumstances beyond RCBC’s control, and/or for any damages or losses suffered or costs incurred by the shareholder due to such suspension and/or unavailability.

n.      The shareholder irrevocably warrants and assumes full and unconditional responsibility for the correctness and validity of the bank account details provided herein.  Thus, for and in consideration of the Transfer Agent’s acceptance and implementation of the information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel, the shareholder hereby accepts, agrees and recognizes that:

i.        The Transfer Agent shall not be liable for any loss which the shareholder may suffer in the event that the Transfer Agent shall, in good faith, act upon the information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel, wherein one or more of the signatures have been forged or is otherwise unauthorized or where there has been internal fraud within the shareholder’s own household, business or organization.

ii.       The Transfer Agent or RCBC shall have no responsibility for the occurrence of any such circumstances or for any action, claim, loss, damage or cost arising or incurred by the shareholder as a result of, or in connection with, any such circumstances or the giving of any such information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel .  As the shareholder is well aware of the risk involved, he/she hereby agrees and undertakes to indemnify and forever and irrevocably hold free and harmless the Transfer Agent, RCBC its stockholders, directors, officers, employees and representatives against any and all loses, claims, actions, proceedings, demands, damages, costs and expenses incurred or sustained by the Transfer Agent or RCBC of whatever nature and howsoever arising out of or in connection with its compliance with the information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel or the related banking transactions or the manner or means of communication adopted therein, including, but not limited to, possible liabilities under any of the bank secrecy laws (R.A. 1405 and R.A. 6246, as amended) for leakages of information concerning the designated bank account.

iii.      The Transfer Agent, in recognizing the authority herein granted, is doing the same merely by way of accommodation.  As such, the Transfer Agent or RCBC has the absolute discretion to refuse, at any time, to comply with the information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel without incurring any liability for said refusal.

 

4.    SHAREHOLDER's Liability

a.      The shareholder fully acknowledges that he/she have authorized the transaction provided under the CDDCP transaction using the Channel.

b.      The shareholder shall be responsible for all consequences arising from or in connection with his/her use of the Channel, such as but not limited to, the crediting of all cash dividend payments to the designated bank account as duly implemented by the Transfer Agent using the information, requests and/or related CDDCP documents submitted, provided and uploaded through the Channel, whether or not processed with the shareholder's knowledge or authority.

c.      The shareholder undertakes to ensure, and accepts full responsibility, for indicating the correct bank account number and other pertinent details in relation to the CDDCP initiated through the Channel. In no case shall the Transfer Agent be liable for any erroneous banking transaction/s arising out of or relating to wrong or incomplete information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel by the shareholder.

d.      The shareholder is aware and understands that his/her designated bank account  may be compromised through internal fraud within his/her own household, business or organization and/or phishing, which will enable unauthorized person/s to withdraw/transfer money from his/her designated bank account using the shareholder’s information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel, in any of the following means: (a) response to an email request for account information via a fake RCBC website; (b) use of email or internet facility (other than the secured RCBC website) through which the shareholder provided CDDCP  information; or (c) internal fraud within the shareholder’s own household, business or organization over which the Transfer Agent has no control and/or participation; or (d) any other analogous means/situations. The shareholder undertakes to cooperate, through all reasonable means, with the Transfer Agent’s efforts to prevent such internal fraud and/or phishing and, accordingly, the shareholder  shall exert all means to prevent disclosure of his/her designated bank account details, information,  requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel. The shareholder acknowledges that he/she is responsible for any and all withdrawals from the designated bank account that may result from internal fraud, as described above, and/or phishing, and shall hold the Transfer Agent, RCBC and its stockholders, directors, officers, employees, subsidiaries, affiliates, assigns, and agents (collectively, “BANK Indemnitees”) free and harmless against any and all losses, damages, expenses, liability and costs of any kind arising there from.

 

5.    The Transfer Agent’s Liability

a.      The Transfer Agent shall only be obliged to act on any information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel.

b.      The Transfer Agent represents that RCBC has applied a range of security controls to protect its system from unauthorized access. Nonetheless, the Transfer Agent or RCBC makes no representations or warranties as to the security of any information, transaction, or request transmitted through the Channel. The Transfer Agent shall not be responsible for any loss of security or information or any loss or damage suffered or incurred by the shareholder arising from or in connection with such information, or request transmitted through the Channel, notwithstanding the shareholder’s use of any additional security protocols that may be requested or prescribed by the Transfer Agent or by RCBC. 

c.      Except if due to the gross negligence or willful default of the Transfer Agent, and only to the extent of direct loss and damage arising directly and solely therefrom, or the amount of the banking transaction (whichever is less), BANK Indemnitees shall not be liable to the shareholder or any other person for any loss or damage arising from or in connection with:

i.         The shareholder’s Use of the Channel.

ii.      Any CDDCP transaction processed through the Channel,; any fraudulent or unauthorized utilization of the Channel for any reason whatsoever; any unauthorized disclosure, theft, or unauthorized use of the shareholder’s information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel or the shareholder’s designated bank account, transaction, or personal information; any violation of other security measures, with or without the shareholder's participation.

iii.     Any loss of access, misuse, or the inability to use and access the Channel or any feature or portion thereof.

iv.     Any violation of any of these terms and conditions or representations and warranties hereunder, whether or not committed by the shareholder or any other person.

v.      Any fraudulent, wrongful, or unauthorized access or alteration made by any person to the shareholder’s designated bank account or information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel , whether or not caused or arising from the shareholder’s fault or negligence.

vi.     The Transfer Agent’s use, publication, processing, storage, and reliance on any information, requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel by the shareholder.

vii.    Any loss, misuse, or unauthorized disclosure of any information,  requests and/or related CDDCP documents as submitted, provided and uploaded through the Channel by the shareholder;

viii.  Any interruption, suspension, delay, loss, unavailability or any other failure in providing the Channel, or any portion thereof, whether due to maintenance work, network or systems failure, act or omission of third party Channel providers, malfunction, power failure, breakdown or inadequacy of equipment or any other causes beyond the reasonable control of RCBC , or any law, regulation, government or court order.

ix.     Disruption, failure or delay relating to or in connection with any banking transactions made through the Channel due to circumstances beyond the control of RCBC ,  fortuitous events such as, but not limited to, prolonged power outages, breakdown in computers and communication facilities, typhoons, floods, public disturbances and calamities, pandemics, lockdowns, and other similar or related cases.

x.      Inaccurate, incomplete or delayed information received due to disruption or failure of any communication facilities used for the Channel.

xi.     Improper, unauthorized use of the Channel or recklessness or accident in connection thereof.

xii.    Any adverse consequences whatsoever on the shareholder's connection to, or use of, the internet or shareholder's use of an internet connection in violation of any law, rule, or regulation or violation of the intellectual property rights of another.

d.      If, notwithstanding the foregoing, BANK Indemnitees become impleaded or otherwise involved in any case, suit, action or proceeding of whatever kind or nature in relation to the shareholder’s use of the Channel and/or the actions of the Transfer Agent or RCBC  as regards the foregoing, the shareholder shall promptly and fully cooperate with the BANK Indemnitees in such manner as they may require, including, but not limited to, the execution and/or delivery of any sworn statements, judicial affidavits, documents, materials, or testimony, verbal or otherwise. In relation to any such case, suit, action, or proceeding, the shareholder hereby waives any and all of his/her rights to confidentiality of his/her account, transaction, or personal information under Republic Act No. 1405 (The Law on the Secrecy of Bank Deposits), Republic Act No. 6426 ( Foreign Currency Deposit Act of the Philippines), Republic Act No. 8791 (The General Banking Law), Republic Act 10173 (the Data Privacy Act of 2012), and any other applicable and analogous law, rule, or regulation which may now or hereafter be in effect, and authorize the Transfer Agent or RCBC to make such disclosures as it may be deem necessary to protect its or the shareholder’s interests, or which may be requested from it by any person, entity, court of law, and/or government office, agency, or representative.

e.      The provisions of this Section shall survive the termination, suspension, or closure of the shareholder’s designated bank account or access to the Channel.

 

6.    Amendments
RCBC shall have the absolute discretion to amend or supplement any of the terms and conditions pertaining to the Channel at any time, without need of any prior notice to or consent from the shareholder, unless the same is required by any applicable law, rule, or regulation. The shareholder is responsible for regularly reviewing these Terms and Conditions of CDDCP using the Channel, including amendments thereto, as may be posted on the RCBC's website or in the Channel.

 

By continuing to use the Channel, the shareholder shall be deemed to have accepted any such amended Terms and Conditions. In case the shareholder wants to discontinue using the Channel, he/she may submit the relevant request to and to the Transfer Agent for approval.

 

7.    Privacy Policy

Pursuant to the Data Privacy Policy of RCBC (include link -  https://www.rcbc.com/General/PrivacyPolicy), the shareholder understands and agrees that the Transfer Agent or RCBC may process the shareholder's data for purposes not contrary to the Data Privacy Act of 2012, its implementing rules and regulations, and other issuances of the National Privacy Commission.

 

8.    Miscellaneous

a.      The shareholder understands and agrees that, use of or connection to the internet is inherently insecure, and that such a connection provides an opportunity for unauthorized access by third parties to the shareholder's computer systems, networks and any and all information stored therein. All information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel and related banking transactions, as transmitted, processed or received through the internet, are subject to unauthorized interception, diversion, corruption, loss, access, and disclosure. The Transfer Agent or RCBC shall not be liable for any adverse consequences whatsoever on the shareholder's connection to, or use of, the internet, and shall not be responsible for the shareholder's use of an internet connection in violation of any law, rule, or regulation or violation of the intellectual property rights of another.

b.      All records maintained by the Transfer Agent , whether in electronic or documentary form, of the shareholder’s information,  requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel, including the banking transactions relevant to the CDDCP, shall, as against the shareholder, be deemed to be conclusive.

c.      RCBC may suspend or withdraw the availability of the Channel, or any feature or portion thereof, without need of any further notice to the shareholder, for any reason whatsoever.   

d.      RCBC , at any time, may temporarily or permanently suspend, cancel, or terminate the shareholder’s access to the Channel or any portion thereof or any banking transaction or any information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel, with or without prior notice, if the shareholder’s designated bank account with RCBC or other bank become closed, suspended, or mishandled, the opinion of the Transfer Agent being conclusive in this respect, or for any reason whatsoever.

e.      Customer Concerns : For any clarifications, concerns or complaints in using the Channel, the shareholder may communicate with its Bank of Account or contact the Transfer Agent. When required by RCBC or any bank, the shareholder shall provide, within 24 hours, details of its concern or complaint in writing or comply with any instructions as RCBC or any bank may prescribe.

f.       The shareholder hereby acknowledges and agrees that all notices, communication, and reminders sent to him/her through the Channel, or his/her latest registered email address or mobile number, shall conclusively  deemed to have been received by him/her. 

g.      Each of the provisions of these Terms and Conditions of the CDDCP using the Channel is severable. If any or some of the terms and conditions is declared invalid or unenforceable, the rest of the provisions will not be affected thereby.

h.      No failure to exercise and no delay in exercising, on the part of the Transfer Agent,  of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or power. The rights and remedies herein provided shall be cumulative, may be exercised concurrently and shall not be exclusive of any rights or remedies of the BANK hereunder or granted by law.

 

CLIENT ACKNOWLEDGEMENT

 

By using the RCBC Secure Document Exchange Channel in relation to the implementation of the CDDCP, I/we hereby confirm that I/we fully accept all the risks associated with the any information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel as well as the related banking transactions .  I/we likewise confirm that I/we have read, understood and agreed to the terms and conditions herein, the General Terms and Conditions governing used of the Channel for the implementation of the CDDCP, and any amendments or supplements thereto, including any and/or all policies and/or procedures as may be applicable to the information, requests and/or related CDDCP documents submitted, provided and/or uploaded through the Channel as well as the related banking transactions .